sasol inzalo public limited (rf) inzalo public pre-listing statement 1 corporate information and...

Sasol Inzalo Public Pre-Listing Statement

Sasol Inzalo Public Limited (RF)(Incorporated in the Republic of South Africa)

Registration number: 2007/030646/06JSE share code: SIPBEE ISIN: ZAE000210050

(“Sasol Inzalo” or “the Company”)

Pre-listing Statement

This Pre-listing Statement is issued in terms of the Listings Requirements

The definitions and interpretations commencing on page 6 of this Pre-listing Statement apply throughout this Document. This Pre-listing Statement is not an invitation to the public to subscribe for, or an offer to the public to purchase, Sasol Inzalo Ordinary Shares, but is issued in compliance with the Listings Requirements for the purpose of giving information to the public with regard to Sasol Inzalo. This Pre-listing Statement has been prepared on the assumption that all the resolutions necessary to give effect to the Listing and included in the notice of annual general meeting to the shareholders of Sasol Inzalo dated 16 September 2015 will be passed at the annual general meeting of shareholders of Sasol Inzalo to be held on Saturday, 21 November 2015. Copies of the notice of annual general meeting may be obtained from Sasol Inzalo’s website: www.sasolinzalo.com. The JSE has granted a Listing by way of an introduction of all of the Sasol Inzalo Ordinary Shares in issue, on the BEE Segment of the Main Board of the JSE in the “Specialist Securities – Other Securities” sector as an Asset Backed Security under the abbreviated name “S-Inzalo BEE”, JSE share code “SIPBEE”, with effect from the commencement of trading on 1 December 2015.

Prior to the Listing, the authorised shares in Sasol Inzalo will comprise 19 000 000 Sasol Inzalo Ordinary Shares with a par value of R0,01 each and 1 Sasol Inzalo Preference Share with a par value of R0,01. The issued shares in Sasol Inzalo will comprise 16 085 199 Sasol Inzalo Ordinary Shares with a par value of R0,01 each and 1 Sasol Inzalo Preference Share with a par value of R0,01. All of the issued Sasol Inzalo Ordinary Shares referred to in this Pre-listing Statement rank pari passu.

Sasol Inzalo Ordinary Shares will only be traded on the JSE in dematerialised form and accordingly all holders of Sasol Inzalo Ordinary Shares who have elected to retain their Sasol Inzalo Ordinary Shares in certificated form will have to dematerialise their certificated Sasol Inzalo Ordinary Shares should they wish to trade on the JSE.

The Sasol Inzalo directors, whose names are provided in Annexure 8 of this Pre-listing Statement, collectively and individually accept full responsibility for the accuracy of the information given in this Pre-listing Statement and the annual financial report or any supplements thereto from time to time, except as otherwise stated herein, and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing Statement contains all information required by law and the Listings Requirements. Sasol Inzalo undertakes to comply fully with the Listings Requirements.

The sponsor, reporting accountants and auditors, legal advisors, custodian and transfer secretaries of Sasol Inzalo, whose names are included in this Pre-listing Statement, have consented in writing to have their names and their respective capacities included in this Pre-listing Statement and have not withdrawn their consents prior to the publication of this Pre-listing Statement. The independent reporting accountants have consented to the inclusion of their report in the form and context in which it appears and have not withdrawn such consent prior to the publication of the Pre-listing Statement.

An abridged version of this Pre-listing Statement will be released on SENS on 23 October 2015 and published in the press on 26 October 2015.

Sasol Inzalo Public Pre-Listing Statement

The JSE’s approval of the Listing of the Sasol Inzalo Ordinary Shares should not be taken in any way as an indication of the merits of Sasol Inzalo or Sasol Inzalo Ordinary Shares. The JSE takes no responsibility for the contents of this Pre-listing Statement, the annual report (as amended or restated from time to time) nor the amendments to the annual report, makes no representation as to the accuracy or completeness of any of the foregoing documents and expressly disclaims any liability for any loss arising from, or suffered as a consequence of, reliance upon the whole or any part of the Pre-listing Statement or the annual report (as amended or restated from time to time). The JSE has not verified the accuracy and truth of the contents of the Pre-listing Statement and to the extent permitted by law, the JSE will not be liable for any claim whatsoever. Claims against the JSE Guarantee Fund may only be made in respect of trading the Sasol Inzalo Ordinary Shares on the JSE and in accordance with the terms of the rules of the JSE Guarantee Fund, and can in no way relate to a default by Sasol Inzalo of its obligations in terms of the issue of the Sasol Inzalo Ordinary Shares.

Prospective purchasers of any Sasol Inzalo Ordinary Shares should seek their own independent tax advice and ensure that they fully understand the nature of the Sasol Inzalo Ordinary Shares and the extent of their exposure to risks, and that they consider the suitability of the Sasol Inzalo Ordinary Shares as an investment in the light of their own circumstances and financial position.

Specialist securities involve a high degree of risk, including the risk of losing some or a significant part of the initial investment. Potential investors in Sasol Inzalo Ordinary Shares should be prepared to sustain a total loss of their investment in Sasol Inzalo. Sasol Inzalo Ordinary Shares represent general, unsecured, unsubordinated, contractual obligations of Sasol Inzalo and rank pari passu in all respects with each other. Purchasers are reminded that the Sasol Inzalo Ordinary Shares constitute obligations of Sasol Inzalo only and of no other person. Therefore, potential purchasers should understand that they are relying on the credit worthiness of Sasol Inzalo.

Sponsor Legal advisorIndependent reporting accountants

(prior to 22 November 2013)

Deutsche Securities (SA) Proprietary Limited(A non-bank member of the Deutsche Bank Group)

Independent reporting accountants (from 22 November 2013)

Transfer secretaries, Custodian and Registered Holder

Date of issue: 23 October 2015This Pre-listing Statement is available in English only. Copies may be obtained from the sponsor and transfer secretaries, whose details are set out in the “Corporate Information and Advisors” section of this Pre-listing Statement. Copies of the Pre-listing Statement may also be obtained from Sasol Inzalo’s website: www.sasolinzalo.com.

Sasol Inzalo Public Pre-Listing Statement 1

Corporate information and advisors

IssuerSasol Inzalo Public Limited (RF)(Registration number 2007/030646/06)1 Sturdee AvenueRosebank, 2196JohannesburgSouth Africa(PO Box 5486, Johannesburg, 2000)Incorporated in Pretoria, South Africa on 24 October 2007

SponsorDeutsche Securities (SA) Proprietary Limited (A non-banking member of Deutsche Bank Group)(Registration number 1995/011798/07)3 Exchange Square87 Maude StreetSandton, 2196(Private Bag X9933, Sandton, 2146)

Company Secretary, Administrator and registered office Legal advisorSasol South Africa Proprietary Limited Edward Nathan Sonnenbergs Inc(Registration number 1968/013914/07) 150 West Street1 Sturdee Avenue Sandton, 2196Rosebank, 2196 South AfricaJohannesburg (PO Box 783347, Sandton, 2146)South Africa (PO Box 5486, Johannesburg, 2000)

Independent Reporting Accountants Custodian(from 22 November 2013) Computershare LimitedPricewaterhouseCoopers Inc (Registration number 2000/006082/06))2 Eglin Road 70 Marshall StreetSunninghill, 2157 Johannesburg, 2001(Private Bag X36, Sunninghill, 2157) South Africa (PO Box 61051, Marshalltown, 2107)

Independent Reporting Accountants Transfer secretaries (prior to 22 November 2013) Computershare Investor Services Proprietary LimitedKPMG Inc (Registration number 2004/003647/07)KPMG Crescent 70 Marshall Street85 Empire Road Johannesburg, 2001Parktown, 2193 South Africa(Private Bag 9, Parkview, 2122) (PO Box 61051, Marshalltown, 2107)

Registered holderComputershare Nominee Company Proprietary Limited(Registration number 1999/008543/07)70 Marshall StreetJohannesburg, 2001South Africa(PO Box 61051, Marshalltown, 2107)

Sasol Inzalo Public Pre-Listing Statement2

Forward looking statements

Sasol may, in this Document, make certain statements that are not historical facts and relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to Sasol’s future prospects, developments and business strategies. Examples of such forward-looking statements include, but are not limited to, statements regarding exchange rate fluctuations, volume growth, increases in market share, total shareholder return and cost reductions. Words such as “believe”, “anticipate”, “expect”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavour” and “project” and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections and other forward-looking statements will not be achieved. If one or more of these risks materialise, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors are discussed more fully in Sasol’s most recent annual report under the Securities Exchange Act of 1934 on Form 20-F filed on 9 October 2015 and in other filings with the United States Securities and Exchange Commission. The list of factors discussed therein is not exhaustive; when relying on forward-looking statements to make investment decisions, you should carefully consider both these factors and other uncertainties and events. Forward-looking statements apply only as of the date on which they are made, and Sasol does not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.


Salient listing information

The definitions and interpretations commencing on page 6 apply to this salient listing information.

1. IntroductionSasol Inzalo was established for the purpose of the acquisition and ownership of FundCo Ordinary Shares as part of the Sasol Inzalo BEE transaction implemented by Sasol in 2008. A total of 16 085 199 Sasol Inzalo Ordinary Shares were issued by Sasol Inzalo to 214 404 BEE Compliant Persons in September 2008.

With effect from 1 March 2012 the Sasol Inzalo Ordinary Shares have been trading on the Sasol Inzalo Share Trading Platform. The market price history of Sasol Inzalo Ordinary Shares on the Sasol Inzalo Share Trading Platform is set out in Annexure 9.

In 2014, the FSB issued a directive which had the effect that the Sasol Inzalo Share Trading Platform was deemed by the FSB to be an exchange under the FMA and thus required to be licensed as an exchange under the FMA as soon as possible. The FSB granted Sasol Inzalo an exemption until 30 November 2015 from obtaining a licence to operate as an exchange under the FMA or having to list the Sasol Inzalo Ordinary Shares on a licensed exchange. After 30 November 2015, on the expiry of such exemption, trading in Sasol Inzalo Ordinary Shares on the Sasol Inzalo Share Trading Platform would have to cease.

Sasol Inzalo investigated the alternatives available to it and decided to list the Sasol Inzalo Ordinary Shares on the BEE Segment of the Main Board of the JSE as an Asset Backed Security. At the date of issue of this Pre-listing Statement, the JSE is the only exchange licensed under the FMA which has a segment where trade in the securities listed on that segment, namely BEE Segment, is restricted to occur exclusively between BEE Compliant Persons.

The JSE has granted Sasol Inzalo a Listing by way of an introduction of all the Sasol Inzalo Ordinary Shares in issue on the BEE Segment of the Main Board of the JSE in the “Specialist Securities – Other Securities” sector as an Asset Backed Security under the abbreviated name “S-Inzalo BEE”, share code “SIPBEE” and “ISIN ZAE000210050” with effect from the commencement of trade on 1 December 2015.

2. Overview of Sasol InzaloThe purpose of the Sasol Inzalo BEE transaction was to provide as many BEE Compliant Persons as possible with the opportunity to acquire an interest in Sasol Ordinary Shares. Sasol Inzalo, through its 100% ownership of FundCo, indirectly owns 16 085 199 Sasol Preferred Ordinary Shares which entitles FundCo to a cumulative preferred dividend from Sasol for the duration of the Empowerment Period. The preferred dividends are utilised by FundCo to partly repay the preference share funding as set out in paragraph 4 of this Pre-listing Statement.

At the end of the Empowerment Period, FundCo will cease to receive the preferred dividend from Sasol; the Sasol Preferred Ordinary Shares indirectly owned by Sasol Inzalo through FundCo will be Sasol Ordinary Shares and these Sasol Ordinary Shares will be listed on the JSE. A number of Sasol Ordinary Shares held by FundCo will be sold by FundCo at the end of the Empowerment Period to repay the outstanding preference share funding to its preference shareholders and other debt owed by FundCo. Any remaining Sasol Ordinary Shares held by FundCo will be free from all restrictions and will then be distributed to Sasol Inzalo. Sasol Inzalo may sell some of these Sasol Ordinary Shares to pay expenses and the remaining Sasol Ordinary Shares will be distributed by Sasol Inzalo to the Sasol Inzalo Ordinary Shareholders pro rata to their holding of Sasol Inzalo Ordinary Shares. In the event that the proceeds from the sale of the Sasol Ordinary Shares held by FundCo is insufficient to repay the outstanding preference share funding to its preference shareholders and any other outstanding debt, the preference shareholders will be entitled to draw on the security provided by FundCo referred to in paragraph 4.14 of this Pre-Listing Statement. In this case, FundCo will no longer hold any Sasol Ordinary Shares and therefore no Sasol Ordinary Shares will be available for distribution to Sasol Inzalo Ordinary Shareholders.

3. Rationale for the Listing The Listing of the Sasol Inzalo Ordinary Shares on the BEE Segment will provide existing and prospective Sasol Inzalo Ordinary Shareholders with access to a licensed trading platform with all the benefits of a globally recognised stock exchange in a regulated environment, including a market determined share price and an exit mechanism, while ensuring that Sasol Inzalo Ordinary Shares are traded exclusively among BEE Compliant Persons for the duration of the Empowerment Period.


4. Salient features of the Sasol Inzalo Ordinary SharesThe Sasol Inzalo Ordinary Shares entitle the holders thereof to exercise full voting rights with respect to any matter to be decided by Sasol Inzalo and the right to receive dividends declared by Sasol Inzalo. Sasol Inzalo may declare a dividend if there is sufficient cash available after settling its liabilities and if it reasonably appears that Sasol Inzalo will satisfy the solvency and liquidity test set out in the Companies Act immediately after making payment of the proposed dividend and the Sasol Inzalo Board will by resolution need to have acknowledged that it has applied the solvency and liquidity test and reasonably concluded that Sasol Inzalo will satisfy the solvency and liquidity test immediately after making payment of the proposed dividend. The dividend which may be declared to Sasol Inzalo Ordinary Shareholders is limited to 5% of the preferred dividend which may be paid by Sasol to FundCo as holder of the Sasol Preferred Ordinary Shares.

The value of the Sasol Inzalo Ordinary Shares is dependent on the following key factors:

n the number and value of the Sasol Preferred Ordinary Shares owned by FundCo; n the market price of Sasol Ordinary Shares; n Prime which determines the dividend rate applicable to the C Preference Shares issued by FundCo; and n the outstanding amounts of funding, including the preference share funding, which is outstanding and repayable

by FundCo.


Table of contents

Corporate information and advisors 1Forward looking statements 2Salient listing information 3Definitions and interpretations 6Pre-listing Statement

1. The Sasol Inzalo history and structure 102. Directorate and management 123. Details of the underlying assets 124. Funding of Sasol Inzalo Group 135. Corporate governance 196. Financial information 197. Listing and trading on the JSE 218. Risk factors 229. The BEE Segment of the JSE and the BEE Contract 23

10. Material contracts 2411. Litigation statement 2512. Material changes 2513. Directors’ remuneration 2614. Loans to and by Sasol Inzalo 2615. Costs of listing on the JSE 2616. Consents 2717. Directors’ responsibility statement 2718. Documents available for inspection 27

Annexure 1 Provisions of the Funded Contract and the New Funded Contract 28Annexure 2 Provisions of the BEE Contract 50Annexure 3 Provisions of the Issuers-Participants Contract 67Annexure 4 Sasol Inzalo Group audited historical financial information for the three financial years ended

30 June 2015 78

Annexure 5 Independent reporting accountant’s report on the audited historical financial information of the Sasol Inzalo Group for the years ended 30 June 2015 and 30 June 2014

99

Annexure 6 Independent reporting accountant’s report on the audited historical financial information of the Sasol Inzalo Group for the year ended 30 June 2013

101

Annexure 7 Provisions of Sasol Inzalo’s Memorandum of Incorporation regarding shareholder rights in the event of liquidation or business rescue

103

Annexure 8 Information on Sasol Inzalo’s directors 104Annexure 9 Market price history of Sasol Inzalo Ordinary Shares on the Sasol Inzalo Share Trading Platform 108Annexure 10 Market price history of Sasol Ordinary Shares on the JSE 111Annexure 11 Financing Institutions and details of bank account 115


Definitions and interpretations

Throughout this Pre-listing Statement, including all annexures thereto, unless otherwise stated or the context otherwise indicates, the words in the first column shall have the corresponding meaning stated opposite them in the second column, words in the singular shall include the plural and vice versa, and any reference to one gender shall include the other genders.

“ADR” American Depository Receipts, each representing ownership in one Sasol Ordinary Share, which are listed on the NYSE not for trading or quotation purposes but only in connection with the registration of American depository shares;

“Amended Funded Contract” the Funded Contract as amended to provide for the Dematerialisation of the Sasol Inzalo Ordinary Shares;

“ Amended New Funded Contract”

the New Funded Contract as amended to provide for the Dematerialisation of the Sasol Inzalo Ordinary Shares;

“A Preference Shares” class A cumulative redeemable fixed rate preference shares with a par value of R0,01 each in the share capital of FundCo;

“Asset Backed Securities” has the meaning ascribed thereto in the Listings Requirements;

“B Preference Shares” class B cumulative redeemable fixed rate preference shares with a par value of R0,01 each in the share capital of FundCo;

“B-BBEE Controlled Company” has the meaning defined in the BEE Codes from time to time, which current definition is summarised as follows for convenience, and should not be construed as an interpretation of the Codes: a company incorporated in accordance with the laws of South Africa and having a shareholding in which one or more Black People controls or control, on a flow-through basis (as such term is contemplated in the Codes), in excess of 50% of all exercisable voting rights in relation to the ordinary shares or other equity interest of such company, exercisable by members in general meeting or otherwise;

“B-BBEE Owned Company” has the meaning defined in the Codes from time to time, which current definition is summarised as follows for convenience, and should not be construed as an interpretation of the Codes: in relation to any company, means a company incorporated in accordance with the laws of South Africa and having a shareholding in which one or more Black People:

1. beneficially owns or own, on a flow-through basis (as such term is contemplated in the Codes), in excess of 50% of the ordinary shares or other equity interest of such company; and

2. is or are entitled to in excess of 50% on a flow-through basis (as such term is contemplated in the Codes) of all economic interest in relation to such ordinary shares or other equity interest of such company;

“BEE” black economic empowerment;

“BEE Act” Broad-Based Black Economic Empowerment Act, No. 53 of 2003;

“BEE Certificate” a certificate issued by a verification agency accredited by the accreditation body contemplated in the BEE Codes, certifying that the person identified is a BEE Compliant Person;

“BEE Codes” or “Codes” Broad-Based Black Economic Empowerment Codes of Good Practice gazetted from time to time under the BEE Act;

“BEE Compliant Persons” has the meaning ascribed thereto in the Listings Requirements;

“BEE Contract” has the meaning ascribed thereto in the Listings Requirements and which is reproduced in Annexure 2;

“BEE Securities” has the meaning ascribed thereto in the Listings Requirements;

“BEE Segment” a segment of the Main Board on which an issuer may list its BEE Securities and where trading in BEE Securities is restricted to BEE Compliant Persons;

“Beneficial Owner” has the meaning ascribed thereto in the Listings Requirements;

“Black People” has the meaning ascribed to it under Code 000 of the Codes, as interpreted by the courts from time to time, being Africans, Coloureds, Indians and Chinese who are natural persons and who are South African citizens by: (i) birth or descent, or (ii) naturalisation occurring: (a) prior to 27 April 1994, being the commencement date of the Constitution of the Republic of South Africa of 1993, or (b) after that date but who would have qualified for naturalisation prior to that date if it were not for the apartheid policies in place in South Africa, and “Black” shall be construed accordingly;

“Black Public” individually and collectively (as the context may dictate) Black People;


“Bulk Dematerialisation” the process by which all the share certificates in respect of Sasol Inzalo Ordinary Shares, whose holders are not Election Shareholders, are converted to electronic form and the transfer of such shares into the name of the Computershare Nominee Company so as to be held by it for and on behalf of the Bulk Dematerialised Shareholders;

“ Bulk Dematerialised Shareholders”

all the holders of Sasol Inzalo Ordinary Shares (who are not Election Shareholders) who will have their Sasol Inzalo Ordinary Shares Dematerialised pursuant to the Bulk Dematerialisation;

“Business Day” any day other than a Saturday or a Sunday or an official public holiday in South Africa;

“C Preference Shares” class C cumulative redeemable floating rate preference shares with a par value of R0,01 each in the share capital of FundCo;

“Call Option” Sasol’s option to acquire some or all of the Preference Shares on the occurrence of certain Trigger Events or Potential Trigger Events which can result in an event of default;

“Companies Act” the Companies Act, 2008 (Act No. 71 of 2008), as amended;

“ Computershare Nominee Company”

Computershare Nominees Proprietary Limited, registration number 1999/008543/07, the nominee company designated by Computershare Limited for purposes of being the Registered Holder holding, in such nominee company’s name, the Bulk Dematerialisation Shares for and on behalf of the Bulk Dematerialised Shareholders, or any other nominee company appointed by Sasol Inzalo from time to time in its discretion, to be the Registered Holder on behalf of the Bulk Dematerialised Shareholders;

“CSD” a Central Securities Depository licensed as such under section 27 of the FMA;

“CSD Participant” a Central Securities Depository Participant, accepted by Strate as a participant in Strate in terms of section 31 of the FMA;

“D Preference Shares” class D cumulative redeemable floating rate preference shares with a par value of R0,01 each in the share capital of FundCo none of which are in issue;

“Dematerialisation” the process whereby paper or physical share certificates are replaced with electronic records of ownership for purposes of incorporation into Strate and being traded on the JSE;means the period from the allotment and issue of the Sasol Inzalo Ordinary Shares (other than the first Sasol Inzalo Ordinary Share issued) until the later of – the date on which all the Preference Shares in FundCo are redeemed;the preference Share in the Company is redeemed;

“Designated Period” means the period from the allotment and issue of the Sasol Inzalo Ordinary Shares (other than the first Sasol Inzalo Ordinary Share issued) until the later of –

• the date on which all the Preference Shares in FundCo are redeemed;

• the Preference Share in the Company is redeemed;

“Document” all parts of this document dated 23 October 2015 including the Pre-listing Statement and the annexures;

“Election End Date” the last day for Computershare Limited to receive a form of election from Sasol Inzalo Ordinary Shareholders, which will be attached to the notice of annual general meeting of Sasol Inzalo for 2015, in terms of which Sasol Inzalo Ordinary Shareholders can indicate their election to retain their Sasol Inzalo Ordinary Shares in certificated form;

“Election Shareholders” those holders of certificated Sasol Inzalo Ordinary Shares who have by the Election End Date elected to continue to hold their Sasol Inzalo Ordinary Shares in certificated form;

“E Preference Shares” class E cumulative redeemable preference shares with a par value of R0,01 each in the share capital of FundCo none of which are in issue;

“Empowerment Period” a period of 10 years which commenced on 8 September 2008 and which will end on 7 September 2018 or if the last day of that period is not a Business Day, up to and including the next Business Day or such shorter period as may be determined by Sasol;

“FMA” the Financial Markets Act 2012 (Act No 19 of 2012);

“Financing Agreements” the amended and restated agreements effective 17 October 2014 concluded by Sasol, Sasol Inzalo and FundCo, as the case may be, with the Financing Institutions;

“Financing Institutions” collectively the subscribers for the A Preference Shares, B Preference Shares and C Preference Shares or any one of them as the context may determine, details as set out in Annexure 11;

“FSB” the Financial Services Board, the institution overseeing the South-African non-banking financial services industry;

“FundCo” Sasol Inzalo Public Funding Proprietary Limited (RF) (registration number 2008/000072/07)

“FundCo Ordinary Shares” ordinary shares, with a par value of R1,00 each, in the share capital of FundCo;


“Funded Contract” the contract concluded by Sasol Inzalo with each of the holders of the certificated Sasol Inzalo Ordinary Shares at the time of the allotment and issue by Sasol Inzalo of certificated Sasol Inzalo Ordinary Shares to successful applicants who applied for such shares pursuant to the Funded Invitation Prospectus, reproduced in Annexure 1;

“Funded Invitation” the invitation to members of the Black Public to make offers, in terms of which, if any such offers were accepted by Sasol Inzalo, successful applicants were allotted and issued Sasol Inzalo Ordinary Shares;

“ Funded Invitation Prospectus”

the Sasol prospectus dated May 2008 in terms of which the Sasol Inzalo Ordinary Shares were applied for and issued;

“Governing Agreement” the agreement dated 15 May 2008 concluded between Sasol, FundCo, Sasol Inzalo and the Public Facilitation Trust;

“ISIN” International Securities Identification Number;

“Issuer” any company, any class of whose securities has been admitted to listing on the BEE Segment;

“ Issuers-Participants Contract”

the contract prescribed by the JSE, which is required to be signed by:

(a) issuers of BEE Securities prior to their BEE Securities being listed on the BEE Segment;

(b) all CSD Participants which have been accepted in terms of section 31 of the FMA by the CSD as CSD Participants in the CSD prior to the date of the first listing of BEE Securities on the BEE Segment; and

(c) all other CSD Participants prior to the earlier of their (i) being accepted in terms of section 31 of the FMA by the CSD as CSD Participants in the CSD or (ii) being assigned all of a CSD Participant’s rights and obligations in terms of this contract in accordance with the provisions thereof, both of which occurrences in (i) and (ii) take place after the date of the first listing of BEE Securities on the BEE Segment;

“JSE” JSE Limited (registration number 2005/022939/06) licensed as an exchange under the FMA;

“JSE Member” or “Broker” an equities member, which is a category of authorised user as defined in the FMA, admitted to membership of the JSE under the JSE Rules and Directives;

“JSE Rules and Directives” the JSE equities rules and directives, as amended by the JSE from time to time;

“JSE Settlement Authority” the person or persons appointed by the JSE to manage the settlement of transactions in equity securities effected through the JSE equities trading system in terms of the JSE Rules and Directives;

“King Code” the King Code of Governance Principles for South Africa 2009 as amended or replaced from time to time;

“Last Practicable Date” 16 October 2015, being the last practicable date prior to the finalisation of this Document;

“Listing” the proposed listing of 16 085 199 Sasol Inzalo Ordinary Shares by way of an introduction on the BEE Segment of the Main Board of the JSE in the “Specialist Securities – Other Securities” sector as an Asset Backed Security;

“Listings Requirements” the JSE Listings Requirements as amended from time to time by the JSE;

“Main Board” all securities listed on the Main Board of the list maintained by the JSE of securities admitted to listing on its exchange;

“New Funded Contract” the contract concluded by Sasol Inzalo with each of the holders of the certificated Sasol Inzalo Ordinary Shares who acquired Sasol Inzalo Ordinary Shares on or after 8 September 2011, but prior to the trading of the Sasol Inzalo Ordinary Shares, on the Sasol Inzalo Share Trading Platform;

“Nominee Company” the company in whose name the Dematerialised Sasol Inzalo Ordinary Shares are registered which holds such shares for and on behalf of the Beneficial Owner;

“NYSE” the New York Stock Exchange, being a stock exchange operated by NYSE Euronext Incorporated;

“Potential Trigger Event” any event or circumstance, which will, after expiry of a grace period, if any, the giving of notice, the making of any determination, the satisfaction or non-satisfaction of any requirement (or any confirmation of the aforegoing) be a Trigger Event;

“Preference Shares” collectively the A Preference Shares, B Preference Shares and C Preference Shares which are the only classes of preference shares currently in issue by FundCo;

“Preference Share Agent” Preference Share Agent means The Standard Bank of South Africa Limited or any replacement preference share agent appointed;


“Pre-listing Statement” this Pre-listing Statement dated 23 October 2015, including all annexures hereto;

“Prime” the publicly quoted prime rate of interest (per cent, per annum, compounded monthly in arrears and calculated on a 365-day year irrespective of whether or not the year is a leap year) as published by The Standard Bank of South Africa Limited (or its successor) as being its prime rate from time to time;

“Public Facilitation Trust” The Sasol Inzalo Public Facilitation Trust, reference number IT1182/2008;

“Rand” or “R” South African Rand, the official currency of South Africa;

“Registered Holder” if Sasol Inzalo Ordinary Shares are registered in the Beneficial Owner’s name, the Beneficial Owner, and in any other case means the Nominee Company holding such shares for and on behalf of the Beneficial Owner;

“Sasol” Sasol Limited, registration number 1979/003231/06, whose ordinary shares are listed on the JSE and the NYSE (on the NYSE not for trading purposes, but only in connection with its ADRs);

“Sasol Financing” Sasol Financing Proprietary Limited (registration number 1998/019838/07);

“Sasol Group” a group of companies of which Sasol is the ultimate holding company;

“Sasol Inzalo” or the “Company”

Sasol Inzalo Public Limited (RF) (registration number 2007/030646/06);

“Sasol Inzalo Board” or “Board”

the board of directors of Sasol Inzalo, from time to time;

“Sasol Inzalo Group” Sasol Inzalo and FundCo;

“ Sasol Inzalo Ordinary Shareholders”

holders of Sasol Inzalo Ordinary Shares;

“ Sasol Inzalo Ordinary Shares”

ordinary shares, with a par value of R0,01 each in the share capital of Sasol Inzalo;

“ Sasol Inzalo Preference Share”

a non-participating preference share, with a par value of R0,01, in the share capital of Sasol Inzalo with rights attaching thereto as set out in paragraph 6.2 herein;

“ Sasol Inzalo Share Trading Platform”

the trading platform established by Sasol and Sasol Inzalo for the sole purpose of facilitating the buying and selling of Sasol Inzalo Ordinary Shares by BEE Compliant Persons;

“Sasol Ordinary Shares” ordinary shares of no par value in the share capital of Sasol;

“ Sasol Preferred Ordinary Shares”

unlisted preferred ordinary shares of no par value in the share capital of Sasol, which carry a right to receive a dividend which right ranks ahead of the right of holders of Sasol Ordinary Shares to receive a dividend;

“SENS” the Stock Exchange News Service of the JSE;

“South Africa” the Republic of South Africa;

“Special Resolution” has the meaning ascribed thereto in the Companies Act;

“SSA” Sasol South Africa Proprietary Limited (registration number 1968/013914/07);

“Strate” Strate Proprietary Limited (registration number 1998/022242/07), which operates the electronic settlement system used by the JSE to settle trades in respect of listed securities sold and bought;

“Trigger Event” any event (the material events being detailed in paragraph 4.9 of this Pre-listing Statement), which, subject to the exercise by Sasol of its Call Option, would entitle the Financing Institutions to require the redemption in full of the Preference Shares or Sasol or Sasol Financing to make any payment under any guarantees it may have given to the Financing Institutions in terms of the Financing Agreements; and

“USD” United States Dollar, the official currency of the United States of America.


Pre-listing Statement

1. The Sasol Inzalo history and structureSasol Inzalo was established for the purpose of the acquisition and ownership of FundCo Ordinary Shares. The Company, through its subsidiary FundCo, is the indirect owner of 16 085 199 Sasol Preferred Ordinary Shares in Sasol which represents 2,47% of Sasol’s issued Share capital as at the Last Practicable Date, issued as part of the Sasol Inzalo BEE transaction implemented by Sasol in 2008. The tenure of the Sasol Inzalo BEE transaction is 10 years (i.e. the Empowerment Period). The transaction was concluded on 8 September 2008 when the price of Sasol Ordinary Shares was R377,00 per share.

During May 2008, Sasol Inzalo issued the Funded Invitation Prospectus inviting Black People, B-BBEE Owned Companies and B-BBEE Controlled Companies to make offers, in terms of which successful applicants would be allotted and issued Sasol Inzalo Ordinary Shares. This Funded Invitation formed part of the BEE ownership initiatives of Sasol aimed at furthering Sasol’s BEE objectives. A total of 16 085 199 Sasol Inzalo Ordinary Shares were issued by Sasol Inzalo to 214 404 successful applicants. As at the Last Practicable Date, there remain a total of 16 085 199 Sasol Inzalo Ordinary Shares in issue, which are held by 206 378 holders.

The outcome of the Funded Invitation was that the successful black applicants became Sasol Inzalo Ordinary Shareholders and, by reason of Sasol Inzalo’s indirect holding of Sasol Preferred Ordinary Shares, indirect shareholders in Sasol.

The Public Facilitation Trust subscribed for, and still holds, 17 475 Sasol Inzalo Ordinary Shares which were not allocated to BEE Compliant Persons to allow for a buffer should allocations to applicants be found to be incorrect. The Public Facilitation Trust warehouses Sasol Inzalo Ordinary Shares that any Sasol Inzalo Ordinary Shareholder may be forced to sell by reason of that Sasol Inzalo Ordinary Shareholder breaching:

• the Funded Contract or the New Funded Contract, as the case may be, which such Sasol Inzalo Ordinary Shareholder has concluded with Sasol Inzalo; or

• after the Listing, the BEE Contract, the Amended Funded Contract or the Amended New Funded Contract, as the case may be.

Detailed information on Sasol, including its annual financial statements and annual reports for the past 12 years and all relevant recently published information is available on Sasol’s website at http://www.sasol.com/investor-centre/financial-reporting/annual-integrated-reporting-set.

Detailed information on Sasol Inzalo, including its latest annual financial statements for the year ended 30 June 2015 can be viewed on the Sasol Inzalo website http://www.sasolinzalo.com.


The diagram below sets out the structure and funding of the Sasol Inzalo Group which is also explained in detail below (following the refinancing of the D Preference Shares which were issued by FundCo as referred to in paragraph 4.4.2).

16 085 199 Sasol Preferred Ordinary Shares

BEE Compliant

Persons

100%

Exte

rnal

Fun

ders

Pr

efer

ence

Sha

res

Class B

Class A

Class C

Sasol Inzalo Public Limited (RF)

(“Sasol Inzalo”)

Sasol Inzalo Public Funding (Pty) Ltd (RF)

(“FundCo”)

Sasol Limited and Sasol Financing guarantee on the C Preference Shares

Sasol Inzalo Public Facilitation

Trust

Sasol Limited (“Sasol”)

Sasol Financing (Pty) Ltd

Sasol Inzalo Guarantee + Security Cession of FundCo Ordinary Shares

FundCo Security Cession (Sasol Preferred Ordinary Shares)

From 8 September 2011, Sasol Inzalo Ordinary Shareholders were permitted to trade their Sasol Inzalo Ordinary Shares and in terms of the Funded Invitation Prospectus, Sasol and Sasol Inzalo undertook to use their reasonable endeavours to establish a trading market to facilitate trading in the Sasol Inzalo Ordinary Shares. Sasol and Sasol Inzalo put in place the Sasol Inzalo Share Trading Platform with effect from 1 March 2012.

In July 2014 the FSB issued a directive stipulating that a person who maintains or provides infrastructure which meets the requirements of the definition of an exchange in the FMA operates an exchange, regardless of whether the infrastructure is provided for transactions in respect of only one security.

On the basis of this directive, the FSB is of the view that the Sasol Inzalo Share Trading Platform is an exchange in terms of the FMA and is therefore required to be licensed as an exchange in terms of the FMA.

The FSB granted Sasol Inzalo a temporary exemption until 30 November 2015 from applying to have the Sasol Inzalo Share Trading Platform licensed as an exchange or from listing the Sasol Inzalo Ordinary Shares on a licensed exchange. After investigating various alternatives available to Sasol Inzalo in respect of trading the Sasol Inzalo Ordinary Shares, the Sasol Inzalo Board decided to list the Sasol Inzalo Ordinary Shares on the BEE Segment of the Main Board of the JSE as an Asset Backed Security.


2. Directorate and management The names and profiles of the directors of the Company are set out in Annexure 8.

The Company does not operate and has no employees, nor does it have any assets, save for its indirect investment in Sasol. All necessary services, such as financial information and risk management, company secretarial, legal compliance and internal audit services, are provided by SSA, the successor-in-title of Sasol Group Services Proprietary Limited, appointed by the Sasol Inzalo Group as the administrative agent which relationship is governed by agreement. The main business activities of SSA is to focus on integrated petrochemicals and energy and all such other things as may be considered to be incidental or conducive to the attainment and support of the main business of that company. SSA may be replaced as administration agent if:

• the Company requests its removal and has obtained written consent from the Preference Share Agent; or

• SSA voluntarily resigns as administration agent, provided the Company has obtained the written approval of Sasol and the Preference Share Agent to a replacement administration agent.

The administration agent is not entitled to receive any remuneration in respect of its services performed as an administration agent of the Company.

3. Details of the underlying assetsDuring 2008, Sasol issued 16 085 199 Sasol Preferred Ordinary Shares to FundCo to facilitate the Funded Invitation. FundCo is a wholly-owned subsidiary of Sasol Inzalo which was established in order to meet the requirements of the Financing Institutions which had agreed to make available most of the funding required for the subscription by FundCo of the Sasol Preferred Ordinary Shares. Accordingly, FundCo, as required by the Financing Institutions, is a ring-fenced, insolvency remote vehicle incorporated for purposes of acquiring and holding the Sasol Preferred Ordinary Shares. But for the Financing Institutions’ requirements, Sasol Inzalo would have subscribed directly for the Sasol Ordinary Shares. However, the Financing Institutions required Sasol to issue a class of ordinary shares which would have certain preferential rights compared to the other ordinary shares issued by Sasol. Sasol therefore created the Sasol Preferred Ordinary Shares. The Sasol Preferred Ordinary Shares are not listed.

The Sasol Preferred Ordinary Shares carry a cumulative preferred right to receive dividends prior to the payment of dividends to holders of any other class of ordinary shares in Sasol, for the duration of the Empowerment Period. Subject to Sasol complying with the solvency and liquidity requirements in the Companies Act, holders of Sasol Preferred Ordinary Shares will receive an annual preferred dividend of R30,80 per Sasol Preferred Ordinary Share until 30 June 2018.

Except for the preferred dividend right, the Sasol Preferred Ordinary Shares rank pari passu with the Sasol Ordinary Shares. During the Empowerment Period, Sasol has no right to substitute the Sasol Preferred Ordinary Shares for another asset; further details of the rights, privileges and conditions attaching to the Sasol Preferred Ordinary Shares are contained in the Sasol memorandum of incorporation which is available on the Sasol website at: http://www.sasol.com/investor-centre/corporate-governance/memorandum-incorporation.

A corporate action in Sasol may affect Sasol Inzalo as an indirect shareholder of Sasol Ordinary Shares but will not change the rights of Sasol Inzalo Ordinary shareholders in any way.

At the end of the Empowerment Period the preferred dividend right will cease and the Sasol Preferred Ordinary Shares owned by FundCo will automatically be Sasol Ordinary Shares ranking pari passu in all respects with the existing Sasol Ordinary Shares and will be listed on the Main Board of the JSE.

The Listing of the Sasol Inzalo Ordinary Shares will endure until the end of the Empowerment Period. After the funding obligations of FundCo and Sasol Inzalo owed to the Financing Institutions have been settled, any remaining Sasol Ordinary Shares held by FundCo will be distributed to Sasol Inzalo. Sasol Inzalo may sell some of these Sasol Ordinary Shares to pay expenses and the remaining Sasol Ordinary Shares will be distributed by Sasol Inzalo to the Sasol Inzalo Ordinary Shareholders pro rata to their holding of Sasol Inzalo Ordinary Shares. In the event that the proceeds from the sale of the Sasol Ordinary Shares held by FundCo are insufficient to repay the outstanding preference share funding to its preference shareholders and any other outstanding debt, the preference shareholders will be entitled to draw on the security provided by FundCo referred to in paragraph 4.14 of this Pre-Listing Statement. In this case, there will be no remaining Sasol Ordinary Shares held by FundCo and therefore no distribution of Sasol Ordinary Shares to Sasol Inzalo, and no distribution of Sasol Ordinary Shares to Sasol Inzalo Ordinary Shareholders.

The value of the underlying assets of the Sasol Inzalo Group, based on the Sasol Ordinary Share price on 30 June 2015, is R7 277 million with total liabilities of R7 427 million resulting in a deficit net worth of the Sasol Inzalo Group of R150 million. Due to the structure of the Sasol Inzalo BEE transaction, the Sasol Inzalo Group is regarded as a going concern despite the negative equity position. Sufficient cash will be generated out of dividends received by FundCo from Sasol to enable FundCo to pay for its operating expenses as well as dividends and capital repayments on the Preference Shares. The A Preference Shares are secured by a first ranking pledge over the Sasol Preferred Ordinary Shares held by FundCo and


the B Preference Shares are secured by a second ranking pledge over the Sasol Preferred Ordinary Shares held by FundCo. The C Preference Shares are secured by a guarantee from Sasol and Sasol Financing. The Sasol Inzalo Group’s financial performance is dependent on the performance of the underlying Sasol Preferred Ordinary Shares and the terms of the Preference Shares.

On 7 September 2015, Sasol announced its financial results for the year ended 30 June 2015. Earnings attributable to shareholders for the year ended 30 June 2015 increased to R29,7 billion from R29,6 billion in the prior year. Headline earnings per share decreased by 17% to R49,76 and earnings per share increased by 0,3% to R48,71 compared to the prior year. Profit from operations of R46,5 billion increased by 2% compared to the prior year.

This achievement was due to a strong overall operational performance with increased sales volumes, resilient margins and cost increases contained to below inflation. Conversely, the group’s profitability was adversely impacted by a 33% decline in average Brent crude oil prices (average dated Brent crude oil was USD73,46/barrel for the year ended 30 June 2015 compared with USD109,40/barrel in the prior year). This decrease was partly off-set by a 10% weaker average Rand/USD exchange rate (R11,45/USD for the year ended 30 June 2015 compared with R10,39/USD in the prior year).

Background information on Sasol is available on the Sasol website at http://www.sasol.com/about-sasol/company-profile/overview.

Historical financial information on Sasol is available on the Sasol website at http://www.sasol.com/investor-centre/financial-reporting/annual-integrated-reporting-set.

4. Funding of Sasol Inzalo Group The subscription by FundCo for Sasol Preferred Ordinary Shares was funded by a combination of:

• Equity funding received from Sasol Inzalo. Sasol Inzalo used for this purpose the equity raised from the successful applicants and the Public Facilitation Trust in the Funded Invitation. The amount raised from the Funded Invitation was R371 million;

• the subscription proceeds from an issue of A Preference Shares, B Preference Shares and C Preference Shares in FundCo to the Financing Institutions. The amount raised from the Financing Institutions was R4,2 billion; and

• the subscription proceeds from an issue of D Preference Shares in FundCo to Sasol. The amount raised from Sasol was R1,4 billion. The D Preference Shares were redeemed during October 2014 as referred to in paragraph 4.4.2 below.

The terms of the A Preference Shares, B Preference Shares and C Preference Shares are contained in the memorandum of incorporation of FundCo, the material terms of which are summarised below.

4.1 A Preference Shares

4.1.1 The A Preference Shares were issued by FundCo to the relevant Financing Institutions at a fixed dividend rate of 11,07%.

4.1.2 At least 50% of the A Preference Shares are required by the Financing Institutions to be redeemed during the Empowerment Period (commencing after the expiry of three years from the date of issue of the A Preference Shares). It is expected that the dividends on the Sasol Preferred Ordinary Shares will be sufficient to fully service the dividends on the A Preference Shares and service the amount required for the redemption of the A Preference Shares during the Empowerment Period. At 30 June 2015 28,7 % of the A Preference Shares issued at inception have been redeemed.

4.1.3 An ongoing minimum share cover ratio of 1,9 times, being the ratio between the value of the Sasol Preferred Ordinary Shares and the amount required to redeem the A Preference Shares (together with any arrear dividends on the A Preference Shares), must be maintained. The maintenance of the share cover ratio is dependent on the Sasol Ordinary Share price (Annexure 10) and the dividends paid by Sasol on the Sasol Preferred Ordinary Shares. As from the date of issue of the A Preference Shares to the Last Practicable Date the share cover ratio has not been breached.

4.1.4 If at any time there is a Potential Trigger Event or Trigger Event in respect of the A Preference Shares, Sasol may exercise its Call Option to purchase some or all of the Preference Shares in FundCo. Such a purchase may enable Sasol to avert an event of default which would result in the unwinding of the funding structure of FundCo. If a Trigger Event occurs and Sasol does not exercise its Call Option, the A Preference Shares will become redeemable, and the Financing Institutions may call on the security described in paragraph 4.14.4 below. This in turn will give rise to an event of default under the terms of the B Preference Shares and C Preference Shares. As from the date of issue of the A Preference Shares to the Last Practicable Date there have been no occurrences of any Trigger Event.


4.1.5 The FundCo Ordinary Shares held by Sasol Inzalo have been pledged by Sasol Inzalo in security to the holders of the A Preference Shares. FundCo is not entitled to dispose of or encumber the Sasol Preferred Ordinary Shares or the other assets owned by FundCo, other than as required or permitted by the Financing Agreements and the Governing Agreement.

4.2 B Preference Shares

4.2.1 The B Preference Shares were issued by FundCo to the relevant Financing Institutions at a fixed dividend rate of 13,16%.

4.2.2 The dividends on the B Preference Shares are expected to be fully serviced from the dividends received by FundCo from the Sasol Preferred Ordinary Shares, during the Empowerment Period.

4.2.3 An ongoing minimum share cover ratio of 2,2 times, being the ratio between the value of the Sasol Preferred Ordinary Shares less the amount required to redeem the A Preference Shares (together with any arrear dividends on the A Preference Shares) and the amount required to redeem the B Preference Shares (together with any arrear dividends on the B Preference Shares), must be maintained. As from the date of issue of the B Preference Shares to the Last Practicable Date the share cover ratio has not been breached.

4.2.4 If at any time there is a Potential Trigger Event or Trigger Event in respect of the B Preference Shares, Sasol may exercise its Call Option to purchase some or all of the Preference Shares in FundCo. Such a purchase may enable Sasol to avert an event of default which would result in the unwinding of the funding structure of FundCo. If a Trigger Event occurs and Sasol does not exercise its Call Option, the B Preference Shares will become redeemable and the Financing Institutions may call on the security described in paragraph 4.14. below. This in turn will give rise to an event of default under the A Preference Shares and C Preference Shares. As from the date of issue of the B Preference Shares to the Last Practicable Date there has been no occurrences of any Trigger Event.

4.2.5 The B Preference Shares are subordinated to the A Preference Shares in all respects.

4.2.6 The holders of the B Preference Shares have a reversionary security interest in the FundCo Ordinary Shares held by Sasol Inzalo. FundCo is not entitled to dispose of or encumber the Sasol Preferred Ordinary Shares or the other assets owned by FundCo, other than as required or permitted by the Financing Agreements and the Governing Agreement.

4.3 C Preference Shares

4.3.1 The C Preference Shares were issued by FundCo to the Financing Institutions at an initial floating dividend rate of 73% of Prime.

4.3.2 FundCo will be in default under the terms of the C Preference Shares, in addition to the circumstances under which FundCo will be in default under the terms of the A Preference Shares and B Preference Shares, if at any time the Sasol Group’s net debt to earnings before interest, taxation, depreciation and amortisation cover exceeds 2,5 times. As from the date of issue of the C Preference Shares to the Last Practicable Date this covenant has not been breached.

4.3.3 The holders of the C Preference Shares will accrue dividends to be settled either in cash or by way of a capitalisation dividend, at the discretion of FundCo, from 8 September 2008. The outstanding amount of the dividends will accumulate and will be settled at the end of the Empowerment Period from the proceeds of the sale by FundCo of the necessary number of Sasol Ordinary Shares.

4.3.4 If at any time there is a Potential Trigger Event or Trigger Event in respect of the C Preference Shares, Sasol may exercise its Call Option to purchase some or all of the Preference Shares in FundCo. Such a purchase would enable Sasol to avert an event of default which would result in the unwinding of the funding structure of FundCo. If a Trigger Event occurs and Sasol does not exercise its Call Option, the C Preference Shares will become redeemable and the Financing Institutions may call on the guarantee given by Sasol and Sasol Financing. This in turn will give rise to an event of default on the A Preference Shares and B Preference Shares.

4.3.5 The C Preference Shares are subordinated in all respects to the A Preference Shares and B Preference Shares and are secured by a guarantee from both Sasol and Sasol Financing.

4.4 D Preference Shares

4.4.1 Prior to the redemption of the D Preference Shares, as referred to in paragraph 4.4.2 below, the D Preference Shares were subordinated to the A Preference Shares, B Preference Shares and C Preference Shares and would not receive any dividends for the duration of the Empowerment Period but would, in all other respects, have substantially the same rights, privileges and conditions as the C Preference Shares.


4.4.2 On 17 October 2014, Sasol Inzalo successfully refinanced the D Preference Shares through the subscription for additional C Preference Shares by the existing C Preference Shareholders in the amount of R2,17 billion, which amount was used by FundCo to redeem the D Preference Shares and repay the outstanding capital and dividends on the D Preference Shares. Subsequent to the redemption of the D Preference Shares, the C Preference Shareholders reduced the dividend rate on the C Preference Shares to 68% of Prime.

4.5 Voting and meetings

The holders of the Preference Shares do not have a right to vote at any meeting of FundCo unless:

• any redemption amount is not paid on the due date or any preference dividend that is scheduled to have been paid remains in arrear;

• any resolution is proposed which directly or indirectly affects the rights of the holders of the Preference Shares;

• a resolution is proposed for the disposal of the whole or substantially the whole of the undertaking or assets of FundCo; or

• any Trigger Event (as described in paragraph 4.9) occurs and continues,

and in the event that the holders of the A Preference Shares are entitled to vote, they have 95% of the votes exercisable, including those votes exercisable by Sasol Inzalo, and if there are no A Preference Shares in issue, the holders of the B Preference Shares have 95% of the votes exercisable and if there are no B Preference Share in issue, the holders of the C Preference Shares have 95% of the votes exercisable.

FundCo is obliged to give the holders of the Preference Shares notice of all shareholder meetings and the holders of the Preference Shares are entitled to be present and to speak at every shareholder meeting of FundCo.

4.6 Potential changes to cost of funding

The dividend rate on the A Preference Shares, B Preference Shares, C Preference Shares and E Preference Shares may also increase as a result of events that cause the holders of those Preference Shares to incur additional unanticipated costs or taxes relating to the holding of those Preference Shares, and there may in certain circumstances be additional funding costs incurred by the holders in relation to transactions implemented by them to hedge their risks in relation to the A Preference Shares, B Preference Shares, C Preference Shares and E Preference Shares.

The dividend rate on the A Preference Shares may be adjusted to reflect changes in Prime, depending on the number of A Preference Shares outstanding from time to time, all in accordance with a formula contained in the terms of the A Preference Shares. This will depend on elections that may be made from time to time by the directors of FundCo as to whether or not FundCo should redeem some of the A Preference Shares or should maintain amounts on deposit and receive interest on those amounts.

4.7 Redemption of Preference Shares

At the end of the Empowerment Period, the Sasol Preferred Ordinary Shares will automatically be Sasol Ordinary Shares and will be listed on the JSE. At that time, some or all of these Sasol Ordinary Shares will need to be sold by FundCo to redeem the outstanding Preference Shares and to pay any costs, taxes and other liabilities incurred by FundCo and which are outstanding at that date. Sasol, the Financing Institutions, FundCo and a representative of Sasol Inzalo will meet prior to the expiry of the Empowerment Period to determine the redemption process of the Preference Shares at the end of the Empowerment Period.

If there are any of these Sasol Ordinary Shares remaining, FundCo will then distribute such remaining Sasol Ordinary Shares to Sasol Inzalo, which, after settling its debts and liabilities by selling any of these remaining Sasol Ordinary Shares, will distribute the balance of these Sasol Ordinary Shares to the Sasol Inzalo Ordinary Shareholders in proportion to their shareholding in Sasol Inzalo. Sasol Inzalo and not the JSE nor any other exchange will be responsible for ensuring that the settlement to the Sasol Inzalo Ordinary Shareholders takes place at the end of the Empowerment Period. Accordingly, Sasol Inzalo Ordinary Shareholders may hold shares in Sasol directly at the end of the Empowerment Period and will be allowed to trade freely in these Sasol Ordinary Shares.

In the event that the proceeds from the sale by FundCo of the Sasol Ordinary Shares held by FundCo is insufficient to repay FundCo’s outstanding Preference Shares to its preference shareholders and any other outstanding debt, the preference shareholders will be entitled to draw on the security provided by FundCo and referred to in paragraph 4.14 of this Pre-listing Statement. In this case, there will be no remaining Sasol Ordinary Shares held by FundCo and therefore no distribution to Sasol Inzalo or by Sasol Inzalo to the Sasol Inzalo Ordinary Shareholders.


4.8 Dividends paid to FundCo and use thereof

Preferred dividends received by FundCo as a consequence of its holding of Sasol Preferred Ordinary Shares have been and will continue to be applied by FundCo in the following manner, in order of priority:

4.8.1 to pay taxes, if any;

4.8.2 to pay administration costs;

4.8.3 to pay the full preference dividend on the A Preference Shares and payments in relation to breakage and adjustment events incurred by the holders of A Preference Shares pursuant to their holding of such shares, together with any associated tax;

4.8.4 to use so much of the balance of the preferred dividend to mandatorily redeem the relevant number of A Preference Shares required to be so redeemed for that period in accordance with the funding model. On the assumption that Sasol duly declares and pays the preferred dividends on the Sasol Preferred Ordinary Shares, 50% of the A Preference Shares will be redeemed during the Empowerment Period;

4.8.5 to pay the full preference dividend on the B Preference Shares, together with payments in relation to breakage and adjustment events incurred by the holders of B Preference Shares pursuant to their holding of such shares, together with any associated tax;

4.8.6 if all the A Preference Shares have been redeemed, to redeem so many of the B Preference Shares as is specified to FundCo by the holders of the B Preference Shares;

4.8.7 to pay, to the extent that there is sufficient cash available, the equivalent of up to 5% of the value of each preferred dividend in respect of the Sasol Preferred Ordinary Shares to Sasol Inzalo. Sasol Inzalo may decide to distribute any such dividend received to the Sasol Inzalo Ordinary Shareholders, after paying or making provision for its costs, taxes and expenses, subject to compliance with the requirements of solvency and liquidity. Should the Sasol Inzalo directors decide not to distribute such dividend to the Sasol Inzalo Ordinary Shareholders, such funds may be retained by Sasol Inzalo for a future distribution;

4.8.8 to pay any portion of the preference dividend payable on the C Preference Shares, together with any associated tax;

4.8.9 if all the A Preference Shares and B Preference Shares have been redeemed, to use the balance of the preferred dividend to mandatorily redeem the relevant number of C Preference Shares;

4.8.10 after all the A Preference Shares, B Preference Shares, and C Preference Shares have been redeemed in full, to pay preference dividends on the E Preference Shares that may have been issued together with any associated tax; and

4.8.11 to use the balance of the preferred dividend to mandatorily redeem the relevant number of E Preference Shares.

FundCo and Sasol Inzalo invest any surplus cash in their respective current accounts held with The Standard Bank of South Africa Limited, the details of which are set out in Annexure 11. The dividends received by Sasol Inzalo from FundCo are expected to be sufficient to cover the reasonable costs of convening the annual general meeting of Sasol Inzalo and the costs of the custodian and transfer secretary. To the extent that any dividends received by Sasol Inzalo from FundCo are insufficient to cover such costs, any shortfall, if reasonable, will be funded by Sasol but only up to the end of the Empowerment Period.

4.9 Trigger events in the Financing Agreements resulting in events of default

The Financing Agreements provide for Potential Trigger Events which can, if not cured within the prescribed period, become Trigger Events, and for Trigger Events (that do not have cure periods). If a Trigger Event occurs and Sasol does not exercise its Call Option (or subscribe for E Preference Shares to enable FundCo to redeem the applicable Preference Shares), that will result in an event of default. These Potential Trigger Events and Trigger Events include the following:

4.9.1 FundCo failing to declare and/or pay any preference dividend when it is due to be declared and paid;

4.9.2 FundCo failing to redeem any class of Preference Share on its redemption date;

4.9.3 FundCo failing to comply with any of the terms of any of the Financing Agreements (including the extensive warranties, representations and undertakings given by Fundco in the subscription agreement in terms of which the Financing Institutions subscribe for the Preference Shares) and/or FundCo’s Memorandum of Incorporation;


4.9.4 Sasol Inzalo ceasing to hold all the FundCo Ordinary Shares or Black People, B-BBEE Owned Companies and/or B-BBEE Controlled Companies ceasing to hold more than 50% of the Sasol Inzalo Ordinary Shares;

4.9.5 if any insolvency event occurs in relation to FundCo or Sasol Inzalo;

4.9.6 if FundCo defaults on any obligation to make payment or repayment of money; or

4.9.7 if there is any change, circumstance or event which may have a material adverse effect on the condition of FundCo and/or the Sasol Group and/or the ability of FundCo, Sasol Inzalo, Sasol or Sasol Financing (in their capacities as guarantors of the obligations under the terms of the C Preference Shares), to perform all of their obligations under the Financing Agreements; or

4.9.8 if Sasol breaches any of the Financing Agreements, including the representations, warranties and undertakings given by Sasol to the Financing Institutions, or if another default event in relation to the Sasol Group occurs (which default event includes a breach of the debt covenant described in paragraphs 4.1.3, 4.2.3 and 4.3.2 above, a failure to pay dividends on the Preferred Ordinary Shares, acceleration of certain Sasol indebtedness following a default by Sasol, insolvency of Sasol, suspension of Sasol’s listing (whether temporary or otherwise), certain corporate events relating to Sasol (including schemes of arrangement, certain unbundlings and certain offers to acquire the shares in Sasol from its shareholders) and a qualification of Sasol’s financial statements);

4.9.9 in relation to the A Preference Shares, if a Trigger Event arises in respect of the B Preference Shares; or

4.9.10 in relation to the B Preference Shares, if a Trigger Event arises in respect of the A Preference Shares.

4.10 On the occurrence of a Trigger Event

FundCo has an opportunity in most circumstances to remedy its breach to prevent an event of default and if FundCo fails to remedy its breach and prevent the event of default, Sasol has the right to exercise its Call Option to acquire all of the:

• A Preference shares, B Preference Shares and C Preference Shares; or

• A Preference Shares and B Preference Shares; or

• B Preference Shares; or

• B Preference Shares and C Preference Shares; or

• C Preference Shares; or

as an alternative to the exercise of the Call Option, Sasol may require FundCo to redeem all of the:

• A Preference Shares, B Preference Shares and C Preference Shares; or

• A Preference Shares and B Preference Shares; or

• B Preference Shares; or

• B Preference Shares and C Preference Shares; or

• C Preference Shares,

from the proceeds of E Preference Shares subscribed for by Sasol in the share capital of FundCo (“Redemption Right”) (see paragraph 4.12).

4.11 Should Sasol not exercise its Call Option or the Redemption Right on the occurrence of a Trigger Event, the Preference Shares will become redeemable. In that event:

4.11.1 the Sasol Preferred Ordinary Shares (held as security by the Financing Institutions) will automatically be Sasol Ordinary Shares and will be listed on the JSE. The Sasol Ordinary Shares and any other assets of FundCo may then be sold to enable FundCo to discharge its obligations to the Financing Institutions and Sasol. Any surplus proceeds and remaining Sasol Ordinary Shares may be distributed by FundCo to Sasol Inzalo and by it in turn to the Sasol Inzalo Ordinary Shareholders;

4.11.2 this will also result in a claim against Sasol or Sasol Financing under their respective guarantees to pay all outstanding amounts in respect of the C Preference Shares to the Financing Institutions resulting in Sasol and/or Sasol Financing having a claim against FundCo.


4.12 Sasol’s right to subscribe for E Preference Shares

4.12.1 Sasol may subscribe for E Preference Shares at an aggregate subscription price that will enable FundCo to redeem all of the A Preference Shares, B Preference Shares and/or C Preference Shares as applicable, at their required redemption amounts. The terms of the E Preference Shares relating to the dividend rate will, with the appropriate amendments required by the context, mirror those of the A Preference Shares, B Preference Shares or C Preference Shares that are redeemed with the subscription proceeds of these E Preference Shares.

4.12.2 Sasol might also be entitled to subscribe for E Preference Shares (with the consent of the Financing Institutions) to enable FundCo to meet other obligations under the Financing Agreements, in which event such E Preference Shares will carry the same dividend rate as the B Preference Shares.

4.12.3 In any case where Sasol is entitled to subscribe for E Preference Shares it shall be entitled to subscribe for such number of E Preference Shares as Sasol shall from time to time consider necessary in order to place FundCo in funds to enable FundCo to redeem the applicable Preference Shares and/or comply with its obligations under the Financing Agreements, and FundCo will be obliged to issue such number of E Preference Shares. Sasol will determine what the redemption date thereof will be. FundCo will not be entitled to issue the E Preference Shares other than to Sasol or a member of the Sasol Group nominated by Sasol.

4.12.4 This may enable Sasol to prevent the potential unwinding of the funding structure of FundCo.

4.12.5 The E Preference Shares will in all respects rank in priority after the A Preference Shares, B Preference Shares and C Preference Shares, but prior to any other class of shares in the capital of FundCo from time to time. In each case the redemption date of the applicable E Preference Shares will not, absent a default under the terms of the E Preference Shares, be prior to the 2nd Business Day after the 3rd anniversary of the issue of the applicable E Preference Shares. The defaults under the E Preference Shares will include a breach of the terms of the E Preference Shares or the provisions of the Governing Agreement, or FundCo failing to declare a preference dividend as required on the E Preference Shares or failing to pay any amount due to the E Preference Shareholder on due date thereof, or an Insolvency Event (as defined in the terms of the E Preference Shares) occurring in relation to FundCo, in each case after Sasol has given written notice to that effect.

4.12.6 With the consent of FundCo, Sasol will be entitled to provide subordinated loan funding to FundCo for the same purposes as it is entitled to subscribe for E Preference Shares.

4.13 Sasol’s right to require early redemption of the Preference Shares

Sasol may at any time require FundCo to redeem the A Preference Shares, B Preference Shares and C Preference Shares from funds available to FundCo from subscriptions by Sasol for E Preference Shares, proceeds of a refinancing or proceeds from special dividends received by FundCo on the Sasol Preferred Ordinary Shares, with the prior consent of Sasol Inzalo.

4.14 Security

4.14.1 Sasol Inzalo provided a limited guarantee to each of the holders of the A Preference Shares and B Preference Shares in terms of which it guarantees the punctual payment and performance by FundCo of all its payment obligations to the holders of the Preference Shares. The liability under the guarantee is limited to amounts which may be realised from the disposal of the FundCo Ordinary Shares and claims of Sasol Inzalo against FundCo, pursuant to the pledge and cession given by Sasol Inzalo to the holders of the Preference Shares.

4.14.2 As security for all of the obligations of FundCo to the holders of the Preference Shares, FundCo ceded all of its right, title and interest in and to the Sasol Preferred Ordinary Shares and any and all claims which it may have against Sasol to the holders of the Preference Shares.

4.14.3 Both Sasol and Sasol Financing have given guarantees to the holders of the C Preference Shares, which can be called up if a Trigger Event occurs and the C Preference Shares have become redeemable.

4.14.4 Once an event of default has occurred in respect of the Preference Shares, the FundCo Ordinary Shares may be sold at the instance of the holders of the Preference Shares. If required, the Sasol Preferred Ordinary Shares (held as security by the Financing Institutions) will automatically be Sasol Ordinary Shares and will be listed on the JSE. The Sasol Ordinary Shares may then be sold to enable FundCo to discharge its obligations to the Financing Institutions and Sasol. Any surplus proceeds and remaining Sasol Ordinary Shares may be distributed by FundCo to Sasol Inzalo and by it in turn to the Sasol Inzalo Shareholders.


4.14.5 As security for all the obligations of Sasol Inzalo and FundCo to Sasol, Sasol Inzalo and FundCo, with effect from 8 September 2008, pledged and ceded their reversionary rights in respect of the FundCo Ordinary Shares and the Sasol Preferred Ordinary Shares to Sasol.

4.15 Subordination

Sasol Inzalo subordinated all rights and claims which it may have against FundCo to any claims which the Financing Institutions may have under the Financing Agreements and to any claims which Sasol may have under the Financing Agreements or the terms of the E Preference Shares and will therefore not claim or receive or accept any payment from FundCo or institute any proceedings against FundCo.

5. Corporate governanceSasol Inzalo, either directly or indirectly through its administrative agent, SSA, applies all 75 principles of the King Code and the applicable corporate governance requirements of the JSE, with the exception of the following principles:

• King Code 2.17: Sasol Inzalo does not have a chief executive, as it is an investment holding company. It has appointed SSA, a wholly-owned subsidiary of Sasol, to act as its administrative agent;

• Listings Requirements paragraph 3.84(b): Although the Board does not have a formal policy evidencing the balance of power and authority, there is a balance of power and authority at the Board level. The Sasol Inzalo Board comprises independent non-executive directors only and the chairman of the Board and company secretary ensure that all directors are able to exercise their powers in an unfettered manner;

• King Code 2.25 – 2:27: Sasol Inzalo does not have any employees nor does it pay remuneration to its directors. Directors’ remuneration is paid by Sasol and disclosed in Sasol Inzalo’s annual financial statements as related party transactions; and

• King Code 3.6, 3.7 and 7.4: Sasol’s audit committee is responsible for the appointment and performance assessment of the internal audit function.

In some areas Sasol Inzalo applies the King Code principle, but does not meet all the recommended practices. Sasol Inzalo relies entirely on Sasol’s functions to provide it with services, including financial services, internal audit services, risk management services, information technology support, legal compliance services and stakeholder management. These functions are subject to oversight and performance management by the appropriate structures within Sasol. A full statement on Sasol Inzalo’s application of the King Code is available on Sasol Inzalo’s website at www.sasolinzalo.com.

Sasol Inzalo may not carry out any corporate actions except for the declaration of dividends. In addition, neither Sasol Inzalo nor any organ or body of Sasol Inzalo (including the Sasol Inzalo Board, the Sasol Inzalo Ordinary Shareholders in a meeting of the Sasol Inzalo Ordinary Shareholders, any director or prescribed officer of Sasol Inzalo, any person serving the Company as a member of a committee of the Sasol Inzalo Board, the audit committee of Sasol Inzalo or any Sasol Inzalo Ordinary Shareholder) have the legal power or capacity to undertake any transactions of any nature whatsoever, without the prior written approval of each member of the Sasol Inzalo Board and the holder of the Preference Share in the Company and the holders of the remaining Preference Shares which have not been redeemed.

6. Financial information6.1 Historical information of the Sasol Inzalo Group

A report on the audited historical financial information of the Sasol Inzalo Group for the financial years ended 30 June 2015, 30 June 2014 and 30 June 2013, is presented in Annexure 4 and is the responsibility of the Sasol Inzalo Board. The Independent Reporting Accountants’ reports thereon are included as Annexure 5 and Annexure 6 to this Pre-listing Statement.

The audited historical financial information of the Sasol Inzalo Group has been prepared in accordance with International Financial Reporting Standards.

PricewaterhouseCoopers Inc has been the independent auditor to the Sasol Inzalo Group since 22 November 2013; prior to its appointment and since Sasol Inzalo’s inception, KPMG Inc was the independent auditor for the Sasol Inzalo Group.

Income statement for the year ended 30 June 2015The finance income of the Sasol Inzalo Group comprises mainly dividends received from Sasol of R495 million (2014: R389 million, 2013: R389 million), at a dividend per share of R30,80 per annum (2014 and 2013: R24,20 per share per annum). The dividend received from Sasol includes a final dividend received on 1 October 2014 of R247,7 million (for the 2014 financial year) and an interim dividend received on 1 April 2015 of R247,7 million (for the 2015 financial year).


Expenses of the Sasol Inzalo Group are made up of the following items:

• Agency fee payable to The Standard Bank of South Africa Limited of R1 million (2014: R1 million, 2013: R1 million);

• Expenses of R478 250 (2014: R1 million, 2013: Nil) paid for professional services in relation to the refinancing of the D Preference Shares;

• Audit fees of R134 300 (2014: R152 356, 2013: R131 862); and

• Annual general meeting costs of R6 million (2014: Nil, 2013: Nil).

Finance costs comprise interest on long-term debt of R570 million (2014:R581 million, 2013: R562 million).

The Sasol Inzalo Group recorded a net loss of R84 million (2014:R194 million, 2013: R174 million). The net loss for 2015 is lower than 2014 mainly due to the increase in dividend income received from Sasol from R24,20 per share to R30,80 per share. The net loss for 2014 is higher than 2013 mainly due to the increase in financing costs.

Statement of financial position at 30 June 2015FundCo’s investment of 16 085 199 Sasol Preferred Ordinary Shares was revalued at the closing market price of R450,00 per Sasol Ordinary Share as at 30 June 2015 (2014: R632,36, 2013: R431,54), to R7 238 million (2014: R10 172 million, 2013: R6 942 million) in line with the Sasol Inzalo Group’s accounting policy on this investment in Sasol.

The value of this investment in Sasol is R1 351 million higher (2014:R4 285 million higher, 2013: R1 055 million higher) than the cost price of R5 887 million mainly due to the 23% increase in the Sasol Ordinary Share price. A deferred tax liability of R252 million (2014: R799 million, 2013: R196 million) was recognised relating to the revaluation of the investment. The net balance on the investment fair value reserve amounts to R1 099 million (2014:R3 486 million, 2013: R859 million).

The balance of the long-term debt and short-term debt amounts to R7 170 million (2014: R7 107 million, 2013: R6 882 million). In terms of the Financing Agreements entered into with the holders of the Preference Shares, 50% of the A Preference Shares will be redeemed during the Empowerment Period. The balance of the A Preference Shares, B Preference Shares and C Preferences Shares will be redeemed in full at the end of the Empowerment Period out of the proceeds received by FundCo from the sale of the Sasol Preferred Ordinary Shares once they have become Sasol Ordinary Shares. On 17 October 2014 additional C Preference Shares were issued to the current holders of the C Preference Shares. The interest rate on this tranche of the debt as well as the existing debt reduced to 68% of Prime. The D Preference Shares have also been redeemed from the subscription proceeds received by FundCo for the additional C Preference Shares.

6.2 Share capital

The authorised and issued share capital of Sasol Inzalo as at the Last Practicable Date is set out below:

Share capital (R)

Authorised 19 000 000 ordinary par value shares of R0,01 each 190 000,001 non-participating preference share of R0,01 0,01 Issued 16 085 199 ordinary par value shares of R0,01 each 160 852,001 non-participating preference share of R0,01 0,01

The Sasol Inzalo Ordinary Shares rank pari passu in all respects and carry a dividend right of up to 5% of the dividend paid by Sasol to FundCo on the Sasol Preferred Ordinary Shares held in Sasol by FundCo, subject to the financing requirements of FundCo. The terms of the Sasol Inzalo Ordinary Shares may not be amended during the Empowerment Period, and after the Empowerment Period, only by Special Resolution. The issue price per Sasol Inzalo Ordinary Share for the first 100 Sasol Inzalo Ordinary Shares allotted and issued as part of the Funded Invitation was R18,30 and the issue price for Sasol Inzalo Ordinary Shares allotted and issued in excess of the first 100 Sasol Inzalo Ordinary Shares was R36,60 per Sasol Inzalo Ordinary Share. The total capital raised from the issue of Sasol Inzalo Ordinary Shares pursuant to the Funded Invitation amounted to R371 million. At the Last Practicable Date the Sasol Inzalo Ordinary Share closed at R55,01 per share.


The Sasol Inzalo Preference Share was issued to Sasol and gives Sasol the right to receive notice of and attend any Sasol Inzalo Ordinary Shareholder’s meeting without the right to vote at such meeting. Sasol will, however, have a right to vote in the following circumstances:

• any change is sought to be made in respect of the restrictive conditions in Sasol Inzalo’s Memorandum of Incorporation;

• any change, in addition to that contemplated above, is sought to be made in respect of Sasol Inzalo’s Memorandum of Incorporation;

• any redemption or other payment in respect of the Sasol Inzalo Preference Share remains in arrears and unpaid after 90 days of the due date thereof;

• a resolution of the Company is proposed which directly affects the rights attached to the Sasol Inzalo Preference Share or the interests of the holder thereof, which shall include any resolution for the winding-up of Sasol Inzalo; and

• any resolution of the directors or shareholders of Sasol Inzalo is proposed which would result in Sasol Inzalo breaching the provisions of the Governing Agreement.

No shares were issued by Sasol Inzalo during the three financial years preceding the Last Practicable Date. In terms of the Memorandum of Incorporation of the Company, the Company may not issue any unissued shares until the end of Empowerment Period on 7 September 2018 in addition to those already in issue and may not alter the rights of any shares other than the Sasol Inzalo Ordinary Shares and one Sasol Inzalo A Ordinary Share which was converted into the Sasol Inzalo Preference Share (clause 18.2 of the Governing Agreement).

No Sasol Inzalo Ordinary Shareholder beneficially holds 5% or more of the issued Sasol Inzalo Ordinary Shares.

FundCo issued 21 778 C Preference Shares in October 2014 as part of the refinancing described in paragraph 4.4.2.

7. Listing and trading on the JSEThe JSE has approved an application for the Listing with effect from the commencement of trade on 1 December 2015.

7.1 Advantages of listing and trading on the JSE

Some of the potential advantages associated with the Listing are that existing and new Sasol Inzalo Ordinary Shareholders will have the benefits of:

• being able to trade their Sasol Inzalo Ordinary Shares by way of an established market mechanism and infrastructure;

• access for sellers or buyers of Sasol Inzalo Ordinary Shares to the professional broking services of JSE Members;

• automatic matching of willing buyers and willing sellers of Sasol Inzalo Ordinary Shares;

• enhanced liquidity for trading in Sasol Inzalo Ordinary Shares when compared to the existing Sasol Inzalo Share Trading Platform;

• the efficiency and transparency inherent in the JSE trading mechanism;

• the JSE’s strong track record of operating a large volume securities exchange;

• the real time pricing of Sasol Inzalo Ordinary Shares;

• the protection available to investors through the JSE’s regulated environment;

• the protection of the JSE surveillance function which provides greater market scrutiny including the monitoring of insider trading and price manipulation;

• electronic settlement through Strate, CSD Participants and JSE Members;

• ease of price discovery;

• guaranteed settlement of trades on the JSE;

• monitoring of secondary trading to ensure that only BEE Compliant Persons buy Sasol Inzalo Ordinary Shares;

• the appointment of a JSE registered sponsor by Sasol Inzalo as the issuer of BEE Securities, which sponsor will be responsible for ensuring compliance by Sasol Inzalo with the Listings Requirements; and

• the availability of a complaints resolving mechanism under the auspices of the JSE.

7.2 Disadvantages of listing and trading on the JSE

Some of the potential disadvantages associated with the Listing are that:

• potential acquirers of Sasol Inzalo Ordinary Shares on the BEE Segment are required in the BEE Contract to give various indemnities, warranties and undertakings to protect, inter alia, the JSE, JSE Members, CSD Participants and their nominees, including the Registered Holders of the Sasol Inzalo Ordinary Shares, if not the potential


Beneficial Owners of the Sasol Inzalo Ordinary Shares, against risks associated with non-BEE Compliant Persons acquiring Sasol Inzalo Ordinary Shares;

• BEE Certificates are required by the JSE to be lodged annually by Beneficial Owners of Sasol Inzalo Ordinary Shares;

• Sasol Inzalo is required in terms of the Listing Requirements to indemnify, inter alia, the JSE, JSE Members, CSD Participants and their nominees, including the Registered Holders of the Sasol Inzalo Ordinary Shares, if not the potential Beneficial Owners of the Sasol Inzalo Ordinary Shares (and their directors, employees, servants, agents or contractors), against certain risks associated with non-BEE Compliant Persons acquiring Sasol Inzalo Ordinary Shares;

• Sasol Inzalo Ordinary Shareholders, unless and until they take steps to transfer their Sasol Inzalo Ordinary Shares into “own name”, have to obtain letters of representation from the Nominee Company if they wish to attend and vote in respect of their Sasol Inzalo Ordinary Shares at general meetings of Sasol Inzalo. Having regard to this, Sasol Inzalo has negotiated with Computershare Nominees that it will be available at all general meetings of Sasol Inzalo Ordinary Shareholders to issue such letters of representation immediately prior to the meetings so long as the Sasol Inzalo Ordinary Shares are held by Computershare Nominees as the Registered Holder, on behalf of the Bulk Dematerialised Shareholders; and

• it will be necessary for any Sasol Inzalo Ordinary Shareholder who wishes to sell his/her/its Sasol Inzalo Ordinary Shares to appoint a broker to do this for him/her/it (which in the case of Bulk Dematerialised Shareholders will be attended to by Computershare Nominee Company on their behalf), unless the transaction is done off-market. Likewise it will be necessary for any BEE Compliant Person who wishes to acquire Sasol Inzalo Ordinary Shares on the BEE Segment to appoint a Broker to do this for him/her/it. In each case the Broker will levy charges.

8. Risk factors The value of the Sasol Inzalo Ordinary Shares will reflect with the underlying indebtedness of FundCo, which in turn will track the value of a Sasol Ordinary Share. The Sasol Inzalo Ordinary Share price will also be influenced by market risks generally impacting on the value of listed securities. We highlight some of these risks below.

Risks associated with an investment in financial securities are factors that influence the value of the securities that are not under the control of the investor. The following are risks that have been identified with an investment in the Sasol Inzalo Ordinary Shares, but cannot be relied upon to represent all the risks that may be associated with an investment in Sasol Inzalo:

• the market risk of the underlying Sasol Ordinary Shares;

• fluctuations in the currency markets, most notably in the exchange rate between the Rand and the USD;

• fluctuations in the international crude oil price; and

• cyclicality in the prices of chemical products.

Approximately 90% of Sasol’s turnover is impacted by the USD as petroleum prices in general and the price of most petroleum and chemical products are based on global commodity and benchmark prices which are quoted in USD. A strengthening of the Rand against the USD has a negative impact on Sasol’s turnover and operating profit, whereas a weakening of the Rand against the USD will have a positive impact.

An increase in international crude oil and petroleum product prices has a positive impact on Sasol’s turnover and operating profit. Accordingly any decreases in the international crude oil and petroleum product prices will have an adverse effect on Sasol’s results.

Other factors which may influence Sasol’s business and operating results include economic, social, political and regulatory conditions and developments in the countries in which Sasol operates its facilities or markets its products.

• A low trading liquidity of the Sasol Inzalo Ordinary Shares on the JSE may negatively impact the value of the Sasol Inzalo Ordinary Share and accordingly a high liquidity may have a positive impact.

• The dividend rate on the C Preference Shares will vary with Prime, and as a consequence an increase in Prime would have a negative impact on the value of the Sasol Inzalo Ordinary Share and accordingly a decrease in Prime will have a positive impact on the value of the Sasol Inzalo Ordinary Share.

• The proceeds from the sale of the Sasol Ordinary Shares at the end of the Empowerment Period may not be sufficient to redeem the outstanding Preference Shares, as set out in paragraph 4.7. above, resulting in no distribution of Sasol Ordinary Shares by FundCo to Sasol Inzalo.


9. The BEE Segment of the JSE and the BEE ContractThe BEE Segment is a sector of the Main Board of the JSE on which BEE Securities that meet the appropriate Listings Requirements may be listed. This is not a separate board for the listing of companies but rather a trading mechanism for BEE Securities. The Main Board operates on the principle that there are no restrictions on the transfer of shares. The BEE Segment differs in that purchases of BEE Securities are restricted to BEE Compliant Persons. The Listings Requirements provide that the transferability of BEE Securities is restricted to take place only between BEE Compliant Persons.

Sasol Inzalo has elected to apply for a listing of the Sasol Inzalo Ordinary Shares on the BEE Segment pursuant to the use of a BEE Contract in terms of Listings Requirement 4.32A.

A prescribed BEE Contract must be signed between the proposed Beneficial Owner of BEE Securities and various other parties, including the Registered Holder, if not the Beneficial Owner, its nominees and CSD Participant, before the proposed Beneficial Owner of BEE Securities can acquire any such shares on the BEE Segment for the first time. This BEE Contract will then govern all trades in BEE Securities listed on the BEE Segment undertaken by that proposed Beneficial Owner, including trades in Sasol Inzalo Ordinary Shares. For this reason the JSE has prescribed that the BEE Contract is generic in form and suitable for use in respect of any BEE Securities listed on the BEE Segment.

As is the case with the Amended Funded Contract and the Amended New Funded Contract, the fundamental thread running through the BEE Contract is the requirement that only BEE Compliant Persons should be the Beneficial Owners of BEE Securities.

Each person that is not a natural person wishing to acquire BEE Securities will have to lodge with its Broker a BEE Certificate reflecting that it is a BEE Compliant Person, which BEE Certificate will have to be renewed annually. The JSE systems will include a B indicator next to the name of each Beneficial Owner of BEE Securities which indicator will reflect the expiry date of the last BEE Certificate furnished. If a Broker receives a BEE Contract duly signed by the relevant parties thereto and, when applicable, a BEE Certificate in respect of a Beneficial Owner of BEE Securities, such receipt will be recorded in the JSE system against the name of that Beneficial Owner to indicate compliance. The Broker will also update annually the expiry date of the BEE Certificate on the JSE systems. When a JSE Member trades, the JSE Settlement Authority will monitor the trades to ensure that these fields have been completed by the Broker.

Each person who is a natural person wishing to acquire BEE Securities, may be required to furnish a naturalisation affidavit if it is not clear from his/her identity document whether he/she is a BEE Compliant Person.

The JSE will have controls to monitor that only BEE Compliant Persons who have signed BEE Contracts (and which BEE Contracts have been duly signed by the relevant parties thereto) and, where necessary, submitted BEE Certificates or identity documents/naturalisation affidavits, as the case may be, are able to buy BEE Securities listed on the BEE Segment. The JSE’s surveillance department will investigate instances of deliberate or repeated non-compliance with the JSE Rules and Directives and will instigate disciplinary action, where appropriate. If the JSE Settlement Authority determines that a JSE Member has traded for a client where it has not been recorded in the JSE system that a BEE Contract has been duly signed and a valid BEE Certificate or identity document/naturalisation affidavit has been submitted prior to trading or where the JSE Member has traded for an investor who is not a BEE Compliant Person, the JSE Settlement Authority will instruct the JSE Member to reverse the trade and to trade the position out immediately for the JSE Member’s own account.

If the JSE Member is unable to sell the recovered BEE Securities to a BEE Compliant Person in the market, the JSE Member may offer to dispose of those BEE Securities to the Issuer, the Issuer’s nominee or the person who is specified as entitled to purchase such BEE Securities in the BEE terms and conditions of the relevant BEE ownership scheme, or their nominee, for the consideration provided for in that Issuer’s constitution or the BEE terms and conditions of the relevant BEE ownership scheme, as the case may be. The Issuer or specified person may accept or reject the JSE Member’s offer to dispose of the BEE Securities. If the Issuer or specified person rejects the JSE Member’s offer to dispose of the BEE Securities, the JSE Member will continue to be required to sell those BEE Securities to a BEE Compliant Person in the market for the JSE Member’s own account as soon as possible.

If the JSE Member or the Registered Holder or the Beneficial Owner of BEE Securities fails to comply with any remedial action referred to above as set out in the JSE Rules and Directives, the JSE may take any steps or action necessary to ensure that the JSE Member, the Registered Holder and the Beneficial Owner complies with these rules.

In all other respects, the JSE’s ordinary trading rules apply to the trading of BEE Securities. The BEE Segment operates during the normal JSE trading hours. BEE Securities listed on the BEE Segment have a separate unique B alpha share code and ISIN which makes it clear to JSE Members that they are dealing with BEE Securities which have restricted transfer rights.


Sasol Inzalo Ordinary Shareholders who wish to buy or sell Sasol Inzalo Ordinary Shares on the BEE Segment, must obtain further details from Computershare Nominee Company, in the case of Bulk Dematerialised Shareholders, and from their Brokers, in any other case.

Sasol Inzalo as issuer of the Sasol Inzalo Ordinary Shares must agree to become a party to and be bound by the provisions of the Issuers-Participants Contract (attached as Annexure 3), with effect from the date on which the Sasol Inzalo Ordinary Shares are listed on the BEE Segment.

The first issuer whose BEE Securities were listed on the BEE Segment, being Sasol in respect of the “Sasol BEE Ordinary Shares” (of no par value in the share capital of Sasol), signed the Issuers-Participant Contract and every subsequent issuer whose BEE Securities are listed on the BEE Segment will become a party to the Issuers-Participants Contract by signing an “Issuer Deed of Adherence” thereto.

Sasol Inzalo has indemnified the JSE against all and any legal costs incurred (including attorney and own client costs) to the extent that as a result of a BEE Contract not having been signed as required in terms of the JSE Rules and Directives, the JSE takes any legal action and is not able to recover its costs from the parties to the legal action pursuant to a costs order awarded in the legal action.

If Sasol Inzalo elects, by reason of the breach of a particular BEE Contract, to enforce the BEE Contract against the Beneficial Owner of Sasol Inzalo Ordinary Shares and, if applicable, other parties to the BEE Contract, by Sasol Inzalo repurchasing the Sasol Inzalo Ordinary Shares or nominating a third party to so purchase, and such third party purchases the Sasol Inzalo Ordinary Shares and Sasol Inzalo instructs the Registered Holder thereof in turn to instruct the relevant CSD Participant or its nominee to effect the necessary entries relating to such repurchase or purchase and as a consequence, litigation ensues and the Registered Holder and/or the CSD Participant or its nominee and/or any JSE Member (“joined parties”) is/are joined in such litigation, Sasol Inzalo indemnifies such joined parties and their directors, employees, servants, agents or contractors or other persons for whom, in law, they may be liable (stipulatio alteri) against all and any costs (including attorney and own client costs) which may be awarded against any of them as a consequence of the litigation provided that:

(i) the joined parties shall (unless it is Sasol Inzalo which joined them) notify Sasol Inzalo in writing of such joinder within a reasonable time of becoming aware thereof, to enable Sasol Inzalo to take steps to act on their behalf as contemplated in paragraph (ii) below;

(ii) subject to paragraph (iii) below, Sasol Inzalo shall be entitled to contest (which shall include an appeal to a court of law) the litigation in the name of the joined parties and shall be entitled to control the proceedings in regard thereto and the joined parties shall take no steps in the litigation which are not approved in writing by Sasol Inzalo;

(iii) if Sasol Inzalo joined the joined parties, they shall merely abide by the decision of the court.

In terms of the Listings Requirements, the paragraph above, including sub-paragraphs (i), (ii) and (iii), constitute a right in favour of the joined parties and their directors, employees, servants, agents or contractors or other persons for whom in law they may be liable (stipulatio alteri), which they will be entitled to invoke, at any time, by notifying Sasol Inzalo in writing thereof.

10. Material contractsIn addition to the Financing Agreements detailed in paragraph 4 above, Sasol Inzalo concluded the Governing Agreement. The following clauses of the Governing Agreement are pertinent:

10.1 Sasol has the right to reduce the duration of the Empowerment Period. In addition, the duration of the Empowerment Period is linked to the empowerment period of another BEE structure put in place by Sasol. The duration of the Empowerment Period could also be extended by Sasol if FundCo’s funding obligations have not been discharged (clause 7).

10.2 The majority of the members of the boards of directors of Sasol Inzalo and FundCo, respectively, must be Black People (clause 8.1.2).

10.3 At least 40% of the boards of directors of Sasol Inzalo and FundCo must be Black women (clause 8.1.3).

10.4 All directors of Sasol Inzalo and FundCo are required to be independent as contemplated in the Listings Requirements (clause 8.1.4).

10.5 Sasol Inzalo shall bear the costs of convening its annual general meeting using dividends received, if any, from FundCo, to pay for such costs. To the extent that any dividends received by Sasol Inzalo are insufficient to cover such costs, the shortfall, but only to the extent that such costs are reasonable, shall be funded by Sasol, but only during the Empowerment Period (clause 8.3). It should be noted that the funding of costs relating to other meetings of Sasol Inzalo Ordinary Shareholders, which may be required in terms of the Listings Requirements, have not been catered for in the Governing Agreement.


10.6 The composition of the boards of directors of Sasol Inzalo and FundCo are required to be identical (clause 8.4).

10.7 Sasol is entitled, by giving written notice to Sasol Inzalo and FundCo, to nominate 1 observer to the board of directors of each of Sasol Inzalo and FundCo. The observer is entitled to all the rights of directors other than the right to vote. The observer is entitled to report back to Sasol (clause 8.7).

10.8 Sasol is further entitled to nominate 1 observer to the audit committees of Sasol Inzalo and FundCo, on the same terms and conditions as those set out in clause 8.7 of the Governing Agreement.

10.9 As security for all the obligations of FundCo to Sasol in the Governing Agreement and in respect of the funding support by Sasol to FundCo, FundCo pledged and ceded to Sasol its reversionary rights in respect of the security given by it to the Financing Institutions (clause 15.2).

10.10 As security for all the obligations of Sasol Inzalo to Sasol in the Governing Agreement and in respect of the funding support provided by Sasol to Sasol Inzalo, Sasol Inzalo pledged and ceded to Sasol its rights in respect of the FundCo Ordinary Shares (which pledge and cession ranks after those given to the Financing Institutions) (clause 15.3).

10.11 Each of Sasol Inzalo and FundCo has granted Sasol a power of attorney, with the power of substitution, to act as its attorney and agent to do anything which each is obliged to do within three business days of written notice from Sasol requiring it to remedy any breach, in its name and on its behalf including acting as its proxy to vote its FundCo Ordinary Shares or Sasol Preferred Ordinary Shares, as the case may be (clause 16).

10.12 Sasol Inzalo is not allowed during the Empowerment Period to issue any shares in addition to those already in issue, including (without limitation) preference shares, or any other instruments which are by nature equity to any person, or vary, amend or otherwise alter its issued or authorised share capital in any way or the rights attaching to any class of shares in its share capital, other than the Sasol Inzalo Ordinary Shares and 1 Sasol Inzalo A Ordinary Share which was converted into the Sasol Inzalo Preference Share (clause 18.2).

10.13 Sasol is the administrative agent of FundCo (clause 20.1).

10.14 Sasol Inzalo has given inter alia the following undertakings which will endure until the end of the Empowerment Period (clause 22):

10.14.1 to maintain its corporate existence and not to pass any resolution or do or omit to do anything which would have the effect of or result in Sasol Inzalo or FundCo being wound up, whether voluntarily or compulsorily, or of being deregistered, or which is calculated to have that effect;

10.14.2 not to do anything which would result in it ceasing to hold FundCo Ordinary Shares other than as expressly permitted in the Financing Agreements or where such actions are taken under the direction of the holders of the Preference Shares in the exercise of their rights under the Financing Agreements;

10.14.3 not to register the FundCo Ordinary Shares in the name of a nominee; and

10.14.4 not to do or omit to do anything which would result in FundCo achieving a lesser BEE status than its required BEE status, which is that more than 50% of its issued ordinary share capital on a flow-through-basis is beneficially owned by Black People.

10.15 Sasol Inzalo will, when directed by Sasol, verify the BEE status of the Sasol Inzalo Ordinary Shareholders and call for BEE Certificates, where applicable (clause 22.15).

10.16 Sasol Inzalo must take whatever steps are required by Sasol to compel any of the Sasol Inzalo Ordinary Shareholders who have breached the provisions of the Funded Contract or the New Funded Contract, as the case may be, to sell their Sasol Inzalo Ordinary Shares to the Public Facilitation Trust at a price determined by Sasol in accordance with a fixed formula (clause 22.19).

10.17 Various provisions are contained in the Governing Agreement to deal with corporate actions should they occur during the Empowerment Period. In principle, these are directed to ensuring that the BEE credentials of Sasol Inzalo and thus Sasol are not adversely affected. FundCo may be required to dispose of its Sasol Preferred Ordinary Shares in certain circumstances (clause 26).

11. Litigation statementThere are no legal or arbitration proceedings which may have, or have, had a material effect on the financial position of the Sasol Inzalo Group or the ability of Sasol Inzalo to meet its obligations in respect of the Sasol Inzalo Ordinary Shares. Furthermore, the Sasol Inzalo Group is not aware of any such proceedings that are pending or threatened against it.

12. Material changesThere have been no material changes in the financial or trading position of Sasol Inzalo Group between the publication of its annual financial results for the year ended 30 June 2015 on 17 September 2015 and the Last Practicable Date. The Sasol Inzalo Board confirms that this statement has been made after due and careful enquiry and there has been no involvement of the auditors in making this statement.


13. Directors’ remunerationDirectors’ remuneration is paid, if permitted by the directors of the Company, by Sasol if Sasol in its sole discretion decides in respect of any particular year, on its own behalf and not on behalf of the Company, to pay directors’ fees to the Sasol Inzalo Board for their services as directors and that the directors receiving such payment shall not owe any duties of any nature to Sasol, shall not be the person who Sasol nominated as a director nor in any way be required to take instructions from Sasol, by reason of the receipt of such payment and their fiduciary duties to the Company shall remain unaffected. Directors’ remuneration is set out in the latest annual financial statements for the year ended 30 June 2015, which can be viewed on the Sasol Inzalo website http://www.sasolinzalo.com.

14. Loans to and by Sasol InzaloAs at the Last Practicable Date, no material loans have been made by Sasol Inzalo or by its subsidiary.

Details of the funding for the acquisition by FundCo of the Sasol Preferred Ordinary Shares is set out in paragraph 4 above. The Preference Share funding position at the Last Practicable Date is set out below:

A B C Total

Preference

SharesPreference

SharesPreference

SharesPreference

SharesFinancing institutions R million R million R million R million

ABSA Bank Limited – – 925 925FirstRand Bank Limited 359 297 1 664 2 320Investec Bank Limited 86 121 – 207Nedbank Limited 250 178 1 147 1 575The Standard Bank of South Africa Limited 462 224 1 548 2 234

Total 1 157 820 5 284 7 261

Security* Sasol Preferred Ordinary Shares

Sasol Preferred Ordinary Shares

Sasol Limited and Sasol Financing

Guarantee

* Details of the security is set out in paragraph 4.14 above.

The costs of the Listing and maintenance of the Listing of the Sasol Inzalo Ordinary Shares on the BEE Segment of the JSE has been funded by a loan from Sasol to Sasol Inzalo. The loan is unsecured, interest-free and repayable at the end of the Empowerment Period.

15. Costs of listing on the JSE The costs in respect of professional advisors, printing and publishing costs are set out below, as well as the other costs to be borne by Sasol Inzalo, which include the cost of Dematerialising all the share certificates in respect of Sasol Inzalo Ordinary Shares, in respect of those holders who have not elected to retain their Sasol Inzalo Ordinary Shares in certificated form.

These costs are estimated to total R16,75 million, comprised as follows:

Estimated feesRm

Edward Nathan Sonnenbergs Incorporated 1,45Deutsche Securities SA Proprietary Limited 1,50PricewaterhouseCoopers Inc and KPMG Inc 0,25JSE document inspection 0,01Printing and publishing fees 4,70Transfer of certificated shares to issue sponsored nominee – Bulk Dematerialisation 2,00Publicity and Communication 3,50Annual general meeting administration 1,50Other 1,84

Total 16,75


16. ConsentsThe sponsor, legal advisors, custodian, transfer secretaries, registered holder and reporting accountants and auditors have consented in writing to act in the capacities stated and to their names being included in this Pre-listing Statement and have not withdrawn their consents prior to the publication of this Pre-listing Statement.

17. Directors’ responsibility statementThe Sasol Inzalo directors, whose names appear in Annexure 8 of this Pre-listing Statement, collectively and individually, accept full responsibility for the accuracy of the information contained herein and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing Statement contains all information required by law and the Listings Requirements.

18. Documents available for inspectionCopies of the following documents will be available on the website of Sasol Inzalo and for inspection at the registered office of Sasol Inzalo during normal business hours (excluding Saturdays, Sundays and South African public holidays) from the date of issue of this Pre-listing Statement and for as long as the Sasol Inzalo Ordinary Shares are in issue and outstanding:

• the Memorandum of Incorporation of Sasol Inzalo;

• the agreements in respect of the Sasol Inzalo BEE transaction, including the Governing Agreement and the Financing Agreements, and the relevant trust deeds;

• the audited annual financial statements of Sasol Inzalo for the three financial years ended June 2015, June 2014 and June 2013;

• any subsequent audited annual financial statements of Sasol Inzalo;

• the audited annual financial statements of Sasol for the three financial years ended June 2015, June 2014 and June 2013;

• written consents of the sponsor, legal advisors, custodian, transfer secretaries, and reporting accountants and auditors to the inclusion of their names in this Document in the context and form in which they appear;

• the Issuers-Participants Contract;

• the Issuer Deed of Adherence; and

• a signed copy of this Pre-listing Statement.

M DU TOITSIGNED IN JOHANNESBURG ON BEHALF OF ALL THE DIRECTORS OF SASOL INZALO ON OR ABOUT 23 OCTOBER 2015


Annexure 1

Funded ContractWhen you submit your signed Funded Invitation Application Form, you agree that the contractual terms as set out in the Agreement will govern the holding of your Sasol Inzalo Ordinary Shares. “You” in the Agreement refers to any member of the public who completes, signs and submits a Funded Invitation Application Form to the Post Office.

1. INTERPRETATION AND PRELIMINARY

The headings of the clauses in this annexure are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of the Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 the masculine include the feminine and vice versa;

1.1.2 the singular include the plural and vice versa;

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely:

1.2.1 “Agreement” means the Funded Invitation Application Form as read with this annexure;

1.2.2 “Applicants” means those who sign and deliver the Funded Invitation Application Forms and supporting documents to the Post Office, before the Closing Date;

1.2.3 “BEE Act” means the Broad-Based Black Economic Empowerment Act, No. 53 of 2003 and any regulations promulgated thereunder;

1.2.4 “BEE Status” means, in relation to a Black Group, your percentage of Black ownership or Black membership or Black beneficiaries or Black participants as the case may be and, your percentage of Black representation

at board or trustee level or similar governing organ level on the date when you sign the Funded Invitation Application Form;

1.2.5 “Black Company” means a company which is a BEE Controlled Company* and a BEE Owned Company†, each as defined in the Codes;

1.2.6 “Black Entity” means a vesting trust which qualifies for recognition under the Codes, a broad-based ownership scheme (as contemplated in the Codes), a close corporation, or an unincorporated entity or association, including a partnership, joint venture, syndicate or “stokvel”, as may be determined by Sasol in its sole discretion and notified to Sasol Inzalo, as an entity or association which may enable Sasol to claim points pursuant to the Codes;

1.2.7 “Black Groups” means Black Companies and Black Entities;

1.2.8 “Black Person/s”/“Black People”:

1.2.8.1 in respect of Applicants, has the meaning ascribed to it under Code 000 of the Codes, being Africans, Coloureds and Indians who are natural persons and who are South African citizens by (i) birth or descent, or (ii) naturalisation occurring (a) prior to 27 April 1994, being the commencement date of the Constitution of the Republic of South Africa of 1993, or (b) after that date but who would have qualified for naturalisation prior to that date if it were not for the apartheid policies in place in the Republic of South Africa;

1.2.8.2 in respect of new owners of Sasol Inzalo Ordinary Shares, means a ‘black person’ as defined in the BEE Act and/or the Codes and/or any charter applicable to the Sasol group of companies, whichever is the most stringent as at the date of Selling the Sasol Inzalo Ordinary Shares, and

“Black” shall be construed accordingly;

1.2.9 “Business Day”means any day other than a Saturday or a Sunday or an official public holiday in the Republic of South Africa;

1.2.10 “Closing Date” means the closing date of the Funded Invitations being 12:00 on 5 July 2008, or such other later date as advised to you by Sasol Inzalo, provided that this later date shall not be later than 4 (four) months after the date of the Funded Invitation Prospectus;

1.2.11 “Codes” means the Codes of Good Practice promulgated in terms of section 9(1) of the BEE Act;

1.2.12 “Custodian” means a custodian appointed by Sasol Inzalo, as directed by Sasol from time to time;

1.2.13 “Effective Date” means the date of allotment and issue of Sasol Inzalo Ordinary Shares to successful Applicants pursuant to the Funded Invitation;

1.2.14 “Empowerment Period” means a period of 3 650 (three thousand, six hundred and fifty) days (or if the last day of that period is not a Business Day, up to and including the next Business Day), or such shorter period as may be determined by Sasol and notified to Sasol Inzalo, commencing on the Effective Date;

* A summary of the current definition in the Codes is set out below for your convenience only, and such summary should not be construed as an interpretation of the Codes.

A BEE controlled company is a company incorporated in accordance with the laws of South Africa and having a shareholding in which one or more Black People controls or control, on a flow-through basis (as such term is contemplated in the Codes), in excess of 50% of all exercisable voting rights in relation to the ordinary shares or other equity interest of such company, exercisable by members in general meeting or otherwise.

† A summary of the current definition in the Codes is set out below for your convenience only, and such summary should not be construed as an interpretation of the Codes.

A BEE owned company means a company incorporated in accordance with the laws of South Africa and having a shareholding in which one or more Black People:

1. beneficially owns or own, on a flow-through basis (as such term is contemplated in the Codes and which excludes measurement utilising the modified flow-through basis), in excess of 50% of the ordinary shares or other equity interest of such company; and

2. is or are entitled to in excess of 50% on a flow-through basis (as such term is contemplated in the Codes and which excludes measurement utilising the modified flow-through basis) of all economic interest in relation to such ordinary shares or other equity interest of such company.


1.2.15 “Encumbrance” means any mortgage, charge, pledge, hypothecation, lien, cession or assignment by way of security, option, right to acquire, right of pre-emption, preferential right or arrangement, right of retention or agreement to confer security or any restriction or other arrangement whatsoever which has the same or a similar effect to the granting of security and, “Encumber” shall be construed accordingly;

1.2.16 “Forced Sale Value” the value of a Sasol Inzalo Ordinary Share determined by Sasol in accordance with the formula set out in Annexure 16(1);

1.2.17 “FundCo” means Sasol Inzalo Public Funding (Proprietary) Limited (registration number 2008/000072/07);

1.2.18 “Funded Invitation” means the invitation pursuant to the Funded Invitation Prospectus;

1.2.19 “Funded Invitation Application Form” means the application form for Sasol Inzalo Ordinary Shares which you have signed;

1.2.20 “Funded Invitation Minimum Investment Period” means a period of 1 095 (one thousand and ninety five) days, commencing on the Effective Date;

1.2.21 “Funded Invitation Prospectus” means the prospectus of Sasol Inzalo dated 15 May 2008;

1.2.22 “JSE” means JSE Limited, (registration number 2005/022939/06) (or its successor in body);

1.2.23 “Post Office” means South African Post Office Limited (registration number 1991/005477/06);

1.2.24 “Public Facilitation Trust” means Sasol Inzalo Public Facilitation Trust, IT reference number 1182/2008;

1.2.25 “Sasol” means Sasol Limited (registration number 1979/003231/06);

1.2.26 “Sasol Inzalo” means Sasol Inzalo Public Limited (registration number 2007/030646/06);

1.2.27 “Sasol Inzalo Articles” means the articles of association of Sasol Inzalo;

1.2.28 “Sasol Inzalo Ordinary Shares” means ordinary shares of R0,01 (one cent) each in the share capital of Sasol Inzalo;

1.2.29 “Sasol Inzalo Shareholders” means registered holders of Sasol Inzalo Ordinary Shares;

1.2.30 “Section 53(a) Restrictions” means, the restrictions in Sasol Inzalo’s memorandum of association summarised in “Annexure A”;

1.2.31 “Sell” means sell or otherwise dispose of or transfer (including, but without limiting the generality of the aforegoing, by way of donation or dividend or distribution of assets); “Sale” and “Sold” shall be construed accordingly;

1.2.32 “Trading Market” means the mechanism, which Sasol and Sasol Inzalo will use their reasonable endeavours to establish, for trading in Sasol Inzalo Ordinary Shares after the Funded Invitation Minimum Investment Period;

1.2.33 “Transfer Secretaries” means Computershare Investor Services (Proprietary) Limited (registration number 2004/003647/07), or a transfer secretary appointed by Sasol Inzalo at the direction of Sasol from time to time;

1.3 any reference in the Agreement to you shall, if you are liquidated or sequestrated, as the case may be, be applicable also to and binding upon your liquidator or trustee;

1.4 the rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply.

2. DURATION

2.1 As regards any Sasol Inzalo Ordinary Share allotted and issued to you, the Agreement shall remain in force until the earlier of the expiration of the Empowerment Period, and the date on which you Sell all of your Sasol Inzalo Ordinary Shares.

2.2 Notwithstanding the provisions of clause 2.1, the expiration or termination of the Agreement shall not affect such of the provisions of the Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

3. CUSTODIAN AND TRANSFER SECRETARIES

3.1 On the Effective Date, Sasol Inzalo will issue a share certificate in respect of the Sasol Inzalo Ordinary Shares which have been allotted and issued to you.

3.2 You agree that your Sasol Inzalo Ordinary Shares will be held in certificated form. You agree that, at your risk, your share certificate will be deposited with and will be held on your behalf by the Custodian. You agree that, in addition to any express provisions in the Agreement, you will be bound by those parts of any agreement which Sasol Inzalo concludes with the Custodian and which are standard in the market, provided that you will not in any way be liable for any fees of the Custodian.

3.3 Your share certificate will be released by the Custodian to the Transfer Secretaries for implementing any transfer of your Sasol Inzalo Ordinary Shares as is permitted in terms of:

3.3.1 the Sasol Inzalo Articles; and

3.3.2 the Agreement.

3.4 Subject to clause 6.1, the Transfer Secretaries will issue a new share certificate to the new owner of the Sasol Inzalo Ordinary Shares which shall be deposited with the Custodian. To the extent that you have not Sold all of your Sasol Inzalo Ordinary Shares, your new share certificate in respect of such Sasol Inzalo Ordinary Shares which have not been Sold will be redeposited with the Custodian.

3.5 After the Empowerment Period, your Sasol Inzalo Ordinary Share certificate will be posted by the Custodian to your address for service selected by you in terms of clause 12.1.3, at your risk.

3.6 The Custodian shall not be liable to you for any direct, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind whatsoever or howsoever caused, arising as a result of any act or


omission (including any negligent, or grossly negligent act or omission) on the part of the Custodian as regards your Sasol Inzalo Ordinary Shares.

4. WARRANTIES

All the warranties given by you in terms of the Agreement, including those warranties provided in Part F of the Funded Application Form, shall be deemed to be material.

5. YOUR UNDERTAKINGS

You undertake:

5.1 if you are a Black Group:

5.1.1 for the duration of the Funded Invitation Minimum Investment Period, to maintain your BEE Status;

5.1.2 after the Funded Invitation Minimum Investment Period, for the remainder of the Empowerment Period, while you continue to hold Sasol Inzalo Ordinary Shares, that you shall remain a Black Group;

5.2 to provide Sasol or Sasol Inzalo, at your own cost, within 30 (thirty) days of either party’s written request, with a BEE compliance certificate in a form acceptable to Sasol, from a verification agency selected by Sasol certifying, whichever is applicable, that you are a Black Person or if you are a Black Group, that you are in compliance with clause 5.1. If you are a Black Person and no verification agency verifies natural people, then you undertake to provide Sasol and/or Sasol Inzalo with such documentation reasonably required by them in order to satisfy themselves that you are a Black Person;

5.3 not to:

5.3.1 Encumber your Sasol Inzalo Ordinary Shares at any time during the Empowerment Period;

5.3.2 unless any one of clauses 7 to 9 applies, Sell your Sasol Inzalo Ordinary Shares or any rights or interests therein, prior to the expiry of the Funded Invitation Minimum Investment Period;

5.3.3 Sell your Sasol Inzalo Ordinary Shares or any rights or interests therein after the Funded Invitation Minimum Investment Period but prior to the end of the Empowerment Period to anyone who is not a Black Person or Black Group.

6. PROVISIONS APPLICABLE TO SALE OF SASOL INZALO ORDINARY SHARES

6.1 Save for a Sale to the Public Facilitation Trust, you undertake, in respect of every permitted Sale of your Sasol Inzalo Ordinary Shares to:

6.1.1 thoroughly check that the buyer is in fact a Black Person or a Black Group;

6.1.2 obtain a copy of an agreement from the Transfer Secretaries which must be signed by the new owner and to deliver to the Transfer Secretaries such an agreement,

and, save for the transfer of the Sasol Inzalo Ordinary Shares to your heirs in the event of your death or the Sale by your liquidator or trustee in the event of your

insolvency, the Sale must take place in any Trading Market, provided that Sasol and/or Sasol Inzalo have established one.

6.2 You are not obliged to first offer your Sasol Inzalo Ordinary Shares to other Sasol Inzalo Shareholders.

7. BREACH

7.1 If:

7.1.1 at any time during the Funded Invitation Minimum Investment Period you breach any one of the provisions set out in clauses 5.1.1 or 5.3.2;

7.1.2 at any time during the Empowerment Period:

7.1.2.1 you have misrepresented your BEE Status or have in any way committed a breach of any of the warranties set out in the Agreement;

7.1.2.2 you breach any of the provisions set out in clauses 5.1.2, 5.2, 5.3.1 or 5.3.3;

7.1.2.3 you breach the provisions set out in clause 6.1;

7.1.2.4 you have made a fraudulent or untrue statement in your Funded Invitation Application Form or any supporting documents, or any information contained in your Funded Invitation Application Form cannot be verified to Sasol Inzalo’s and Sasol’s satisfaction,

you shall immediately notify Sasol and Sasol Inzalo in writing.

7.2 At any time after learning of the occurrence of an event contemplated in any one of the provisions in clause 7.1, the Public Facilitation Trust shall be entitled, but shall not be obliged to buy your Sasol Inzalo Ordinary Shares by giving you written notice, in which event a Sale of your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

7.2.1 your Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of the occurrence of an event contemplated in any one of the provisions set out in clause 7.1;

7.2.2 the purchase price of your Sasol Inzalo Ordinary Shares shall be the Forced Sale Value calculated as at the date of the occurrence of the relevant event, discounted by 50% (fifty percent);

7.2.3 the purchase price, less an amount equal to the amount of dividends paid to you during the period in which you were in breach, shall be payable against delivery of the transfer form for your Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 3 (three) days from the date when the Public Facilitation Trust gives you notice, then you agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as your attorney and agent to sign the necessary transfer forms;

7.2.4 the Sasol Inzalo Ordinary Shares and claims shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that:

7.2.4.1 you are the beneficial as well as registered owner thereof;


7.2.4.2 no person has any right of any nature whatsoever to acquire the Sasol Inzalo Ordinary Shares in question;

7.2.5 the stamp duty or securities transfer tax payable in respect of the registration of transfer of the Sasol Inzalo Ordinary Shares Sold in terms hereof shall be borne by the Public Facilitation Trust.

8. DEATH

8.1 If you are a Black Person who dies:

8.1.1 during the Empowerment Period, the Public Facilitation Trust will not have the right to buy your Sasol Inzalo Ordinary Shares pursuant to clause 7 even though those shares as a result may now be held in breach of the requirements of the Agreement, unless clause 8.2 applies;

8.1.2 during the Funded Invitation Minimum Investment Period, the restrictions set out in clause 5.3.2 are relaxed so that the executor of your estate may comply with clause 8.1.3;

8.1.3 your executor, instead of having to do so immediately, will have 180 (one hundred and eighty) days to transfer your Sasol Inzalo Ordinary Shares, subject to compliance with clause 6, to your heir/s provided that such heir/s is/are a Black Person or a Black Group, or your executor may Sell your Sasol Inzalo Ordinary Shares to any Black Person and/or a Black Group.

8.2 If your executor has not complied with clause 8.1.3, the Public Facilitation Trust shall be entitled, but shall not be obliged to buy your Sasol Inzalo Ordinary Shares by written notice to your executor, in which event a Sale of your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

8.2.1 the Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of your death;

8.2.2 the purchase price of the Sasol Inzalo Ordinary Shares shall be the Sasol Inzalo Forced Sale Value calculated as at the date of the written notice from the Public Facilitation Trust to your executor, discounted by 10% (ten percent). The reason for the discount is to encourage your executor to find a suitable buyer if your heir/s is/are not a Black Person or a Black Group, because Sasol will, if it wishes to maintain the same level of Black ownership, have to fund the Public Facilitation Trust to enable it to exercise its right to buy your Sasol Inzalo Ordinary Shares;

8.2.3 the purchase price, less an amount equal to the amount of dividends paid to you during the period in which your executor was in breach of clause 8.1.3 shall be payable against delivery of the transfer form for the Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 7 (seven) days of the date when the Public Facilitation Trust gives your executor notice, you agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as your attorney and agent, or that of your executor, to sign the necessary transfer forms;


8.2.4.1 you are the beneficial as well as registered owner thereof; and



8.3 If you are a Black Group and any of your shareholders, members, participants or beneficiaries die, as a result of which, during the:

8.3.1 Funded Invitation Minimum Investment Period, you do not maintain your BEE Status;

8.3.2 after the Funded Invitation Minimum Investment Period but during the Empowerment Period, you are no longer a Black Group,

then:–

8.3.3 the Public Facilitation Trust will not have the right to buy your Sasol Inzalo Ordinary Shares pursuant to clause 7 even though those shares as a result may now be held in breach of the requirements of the Agreement, unless clause 8.4 applies;

8.3.4 if the death occurs:

8.3.4.1 during the Funded Invitation Minimum Investment Period, the restrictions set out in clause 5.3.2 are relaxed so that you can Sell your Sasol Inzalo Ordinary Shares to a third party in accordance with clause 8.3.5, provided that such third party has at least the same BEE Status as you;

8.3.4.2 after the Funded Invitation Minimum Investment Period but during the Empowerment Period, you can Sell your Sasol Inzalo Ordinary Shares to a Black Group and/or a Black Person in accordance with clause 8.3.5;

8.3.5 instead of having to remedy the breach caused by the death immediately you will have 180 (one hundred and eighty) days from the date of the death to act in accordance with clause 8.3.4.

8.4 If your Sasol Inzalo Ordinary Shares have not been Sold or the breach caused by the death has not otherwise been remedied within 180 (one hundred and eighty) days from the date of the death in question, the Public Facilitation Trust shall be entitled, but shall not be obliged to buy your Sasol Inzalo Ordinary Shares by written notice to you, in which event a Sale of your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

8.4.1 the Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of the death in question;

8.4.2 the purchase price of the Sasol Inzalo Ordinary Shares shall be the Forced Sale Value calculated as at the date of the written notice from the Public Facilitation Trust to you, discounted by 10%(ten percent). The reason for the discount is to encourage you to find a suitable buyer if the breach caused by the death cannot otherwise be remedied, because Sasol will, if it wishes to maintain the same level of Black ownership, have to


fund the Public Facilitation Trust to enable it to exercise its right to buy your Sasol Inzalo Ordinary Shares;

8.4.3 the purchase price, less an amount equal to the amount of dividends paid to you during the period in which you have been in breach of clause 8.3.4, shall be payable against delivery of the transfer form for your Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 7 (seven) days from the date when the Public Facilitation Trust gives you notice, then you agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as your attorney and agent to sign the necessary transfer forms;





9. INVOLUNTARY INSOLVENCY/LIQUIDATION

9.1 If you are a Black Person who is involuntarily sequestrated (whether provisionally or finally), during the Empowerment Period, then:

9.1.1 the Public Facilitation Trust will not have the right to buy your Sasol Inzalo Ordinary Shares pursuant to clause 7 even though those shares as a result may now be held in breach of the requirements of the Agreement unless clause 9.2 applies;

9.1.2 if you are involuntarily sequestrated (provisionally or finally), during the Funded Invitation Minimum Investment Period, the restrictions set out in clause 5.3.2 are relaxed so that the trustee of your estate may comply with clause 9.1.1.3;

9.1.3 the trustee, instead of having to do so immediately, will have 180 (one hundred and eighty) days from the date of your provisional sequestration to Sell your Sasol Inzalo Ordinary Shares, subject to compliance with clause 6, to any Black Person and/or a Black Group.

9.2 If the trustee has not complied with clause 9.1.1.3, the Public Facilitation Trust shall be entitled, but shall not be obliged to buy your Sasol Inzalo Ordinary Shares by written notice to the trustee, in which event a Sale of your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

9.2.1 the Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of your provisional sequestration;

9.2.2 the purchase price of the Sasol Inzalo Ordinary Shares shall be the Forced Sale Value calculated as at the date of the written notice from the Public Facilitation Trust to the trustee, discounted by 10% (ten percent). The

reason for the discount is to encourage the trustee to find a suitable buyer, because Sasol will, if it wishes to maintain the same level of Black ownership, have to fund the Public Facilitation Trust to enable it to exercise its right to buy your Sasol Inzalo Ordinary Shares;

9.2.3 the purchase price, less an amount equal to the amount of dividends paid to you during the period in which the trustee was in breach of clause 9.1.1.3, shall be payable against delivery of the transfer form for your Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 7 (seven) days from the date when the Public Facilitation Trust gives the trustee notice, then you agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as your attorney and agent to sign the necessary transfer forms;





9.3 If you are a Black Group and you are involuntarily liquidated (provisionally or finally), as a result of which, during the:

9.3.1 Funded Invitation Minimum Investment Period, you fail to maintain your BEE Status;

9.3.2 after the Funded Invitation Minimum Investment Period but during the Empowerment Period, you are no longer a Black Group,

then:–

9.3.3 the Public Facilitation Trust will not have the right to buy your Sasol Inzalo Ordinary Shares pursuant to clause 7 even though those shares as a result may now be held in breach of the requirements of the Agreement unless clause 9.4 applies;

9.3.4 if it is not possible for the breach to be remedied;

9.3.4.1 during the Funded Invitation Minimum Investment Period, the restrictions set out in clause 5.3.2 are relaxed so that your liquidator can Sell your Sasol Inzalo Ordinary Shares to a third party, provided that such third party has at least the same BEE Status as you;

9.3.4.2 after the Funded Invitation Minimum Investment Period but during the Empowerment Period, your liquidator can Sell your Sasol Inzalo Ordinary Shares to a Black Group and/or a Black Person.

9.3.5 Instead of having to remedy the breach immediately your liquidator will have 180 (one hundred and eighty) days from the date of your provisional liquidation to act in accordance with clause 9.3.4.


9.4 If your Sasol Inzalo Ordinary Shares have not been Sold or the breach caused by the liquidation has not otherwise been remedied within 180 (one hundred and eighty) days from the date of your liquidation, the Public Facilitation Trust shall be entitled, but shall not be obliged to buy your Sasol Inzalo Ordinary Shares by written notice to your liquidator, in which event a Sale of your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

9.4.1 the Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of your provisional liquidation;

9.4.2 the purchase price of the Sasol Inzalo Ordinary Shares shall be the Forced Sale Value calculated as at the date of the written notice from the Public Facilitation Trust to your liquidator, discounted by 10% (ten percent). The reason for the discount is to encourage your liquidator to find a suitable buyer, because Sasol will, if it wishes to maintain the same level of Black ownership, have to fund the Public Facilitation Trust to enable it to exercise its right to buy your Sasol Inzalo Ordinary Shares;

9.4.3 the purchase price, less an amount equal to the amount of dividends paid to you during the period in which your liquidator was in breach of clause 9.3.4, shall be payable against delivery of the transfer form for your Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 7 (seven) days from the date when the Public Facilitation Trust gives your liquidator notice, then you agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as your attorney and agent to sign the necessary transfer forms;





10. RIGHTS FOR THE BENEFIT OF THE PUBLIC FACILITATION TRUST AND SASOL

10.1 The provisions of the Agreement constitute a benefit for the Public Facilitation Trust which it will be entitled to accept at any time by giving written notice to Sasol Inzalo including an address for the purposes of clause 12.

10.2 The provisions of the Agreement constitute a benefit for Sasol which it will be entitled to accept at any time by giving written notice to Sasol Inzalo and Sasol shall be deemed to have chosen the address set out in clause 12.

11. RESOLUTIONS

11.1 To the extent that the Companies Act is amended and/or repealed after the the date of your signature of the Funded Invitation Application Form, such that constructive knowledge no longer applies to third parties, you agree to take all such steps and do all such things as may be necessary to ensure that for the duration of the Empowerment Period the Sasol Inzalo directors’ authority will be limited in accordance with the Section 53(a) restrictions, and for this purpose you hereby authorise and appoint Sasol irrevocably and in rem suam as your attorney and agent to take all such steps and do all such things and sign all such documents necessary to achieve the aforegoing.

11.2 You agree that upon receipt of written instructions by Sasol, you will take all such steps and do all such things as may be necessary to change the name of Sasol Inzalo to “Newshelf 936 (Proprietary) Limited”, and for this purpose you hereby authorise and appoint Sasol irrevocably and in rem suam as your attorney and agent to take all such steps and do all such things and sign all such documents necessary to achieve the aforegoing.

12. ADDRESS FOR SERVICE

12.1 The parties choose as their address for service for all purposes under the Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses:

12.1.1 SASOL INZALO:

Physical: 1 Sturdee Avenue Rosebank 2196Postal: PO Box 5486 Johannesburg 2000Telefax: 011 788 5091Attention: Company Secretary

12.1.2 SASOL:


12.1.3 YOU:

If you are a Black Person, the residential address set out in Part A of your Funded Invitation Application Form;

If you are a Black Group, the business address set out in Part B of your Funded Invitation Application Form.


12.2 Any notice or communication required or permitted to be given in terms of the Agreement shall be valid and effective only if in writing.

12.3 Any party may by notice to the other parties change the physical address chosen as its address for service to another physical address where postal delivery occurs in the Republic of South Africa or its postal address or its telefax number provided that the change shall become effective on the 7th (seventh) business day from the deemed receipt of the notice by the other party.

12.4 Any notice to a party:

12.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to its chosen address for service shall be deemed to have been received on the 7th (seventh) Business Day after posting (unless the contrary is proved);

12.4.2 delivered by hand to a responsible person during ordinary business hours at its chosen address for service shall be deemed to have been received on the day of delivery; or

12.4.3 sent by telefax to its chosen telefax number shall be deemed to have been received on the date of despatch (unless the contrary is proved).

12.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address for service.

13. AMENDMENT

You agree that the Agreement can be amended either by:

13.1 you, Sasol Inzalo, Sasol and if it has accepted the benefits, the Public Facilitation Trust, signing a written agreement to that effect; or

13.2 Sasol Inzalo, Sasol and if it has accepted the benefits, the Public Facilitation Trust, signing a document incorporating any amendment approved by a resolution passed at a separate class meeting of the Sasol Inzalo Shareholders in respect of which of those Sasol Inzalo Shareholders present at the meeting and holding at least 65% (sixty five per cent) of the Sasol Inzalo Ordinary Shares at that meeting, voted in favour of such resolution and which resolution expressly provides for the amendment of all agreements (including the Agreement) which bind the Sasol Inzalo Shareholders in a similar manner to the Agreement. A copy of this amending document will be furnished to you.

14. SUBSCRIPTION BY SASOL FOR SHARES IN FUNDCO AND SUBORDINATED LOAN BY SASOL TO FUNDCO

You acknowledge and agree that Sasol shall be entitled, at any time, to subscribe for E preference shares in the share capital of FundCo, to subscribe for ordinary shares in the share capital of FundCo or to make subordinated loans to FundCo on arms’ length terms or to give other funding assistance. You acknowledge and agree that Sasol Inzalo shall consent to and shall take whatever steps are necessary to ensure the allotment and issue by FundCo of any ordinary shares in the share capital of FundCo or any other class of shares which may form part of such funding assistance.


1.1 Unless inconsistent with the context, the words and expressions set forth below shall bear the following meanings:

1.1.1 “Empowerment Period” means the period from the allotment and issue of the ordinary shares in Sasol Inzalo (other than the first ordinary share issued) until the later of:

1.1.1.1 the date on which all the Preference Shares in FundCo are redeemed;

1.1.1.2 the Sasol Inzalo Preference Share is redeemed;

1.1.2 “FundCo” means Sasol Inzalo Public Funding (Proprietary) Limited;

1.1.3 “Preference Shares” means collectively the Class A Preference Shares, Class B Preference Shares and Class C Preference Shares in the share capital of FundCo;

1.1.4 “Sasol Inzalo Preference Share” means the preference share with a par value of R0,01 (one cent) in the share capital of Sasol Inzalo;

1.1.5 “Sasol Inzalo Preference Shareholder” means any holder of any Sasol Inzalo Preference Share from time to time;

1.1.6 “Ordinary Shares” means ordinary shares in the share capital of FundCo with a par value of R1,00 (one Rand);

1.1.7 “Sasol” means Sasol Limited.

1.2 Until the end of the Empowerment Period, no organ or body of Sasol Inzalo (including the board of directors of Sasol Inzalo and the members of Sasol Inzalo in general meeting) shall have any authority, (notwithstanding any provisions of the articles of association of Sasol Inzalo) to undertake any transactions of any nature whatsoever including, without limiting the generality of the aforegoing:

1.2.1 conducting any business other than the holding of the Ordinary Shares;

1.2.2 incurring any obligations or costs other than as contemplated in the agreements contemplated in clauses 1.2.7, 1.2.8 and 1.2.10;

1.2.3 encumbering or disposing of or transferring or losing ownership of the Ordinary Shares other than as contemplated in the agreements contemplated in clauses 1.2.7 and 1.2.8;

1.2.4 making any loans, granting any credit or giving any guarantee, insurance or indemnity to or for the benefit of any person or otherwise voluntarily assuming any liability, whether actual or contingent, in respect of any obligation of any other person;

1.2.5 doing or omitting to do anything which would have the effect of or result in Sasol Inzalo being wound up, whether voluntarily or compulsorily, or of being deregistered, or which is calculated to have that effect,

without the prior written approval of each member of the board and the Sasol Inzalo Preference Shareholder, and the holders of the Preference Shares, which have not been redeemed, other than –

1.2.6 acquiring and holding the Ordinary Shares;

1.2.7 concluding any agreements with Sasol and any member of the Sasol group of companies which, other than in the case of the agreement between Sasol, Sasol Inzalo, the Trustee/s of the Public Facilitation Trust and FundCo dated on or around 15 May 2008, have been approved in writing by the holders of the Preference Shares prior to conclusion;

1.2.8 concluding any agreements with the holders of the Preference Shares relating to the Preference Shares, including the furnishing of security in respect thereof;

1.2.9 issuing a prospectus approved by Sasol;

1.2.10 concluding any agreements with its shareholders, which have been approved in writing by Sasol and the holders of the Preference Shares prior to conclusion;

1.2.11 implementing the provisions of, exercising its rights and performing its obligations under the agreements and prospectus contemplated in clauses 1.2.7, 1.2.8, 1.2.9 and 1.2.10;

1.2.12 complying with its statutory and common law obligations (including the incurral of any statutory and/or secretarial fees or charges associated therewith).

1.3 The special conditions shall be capable of amendment only by way of the passing and registration of a special resolution which shall be of no force or effect unless the prior written approval of the Sasol Inzalo Preference Shareholder and the holders of the Preference Shares, which have not been redeemed, is obtained.

Annexure A – Section 53(a) Restrictions


MV * = (SP – A – B – C – D – E – O)

MV = Market value of 1 Sasol Inzalo Ordinary Share, does not take into account any liquidity discount resulting from the restrictions on tradability, which may be applied when trading in the Sasol Inzalo Ordinary Shares after the Funded Invitation Minimum Investment Period

SP = 5 day VWAP of a Sasol Ordinary Share

A = Value outstanding of the A Preference Shares

B = Value outstanding of the B Preference Shares

C = Value outstanding of the C Preference Shares

D = Value outstanding of the D Preference Shares

E = Value outstanding of the E Preference Shares

O = other outstanding funding.

*In the event of any corporate action, the formula will be adjusted appropriately, if required.

Annexure 16(1) to the Funded Contract

Formula for determining value of Sasol Inzalo Ordinary Shares


New Funded Contract

[Note to Computershare: Ensure that Annexure C is complete.]

entered into between

(Note to person signing: Insert Full Name/Registered Corporate Name)

(Note to person signing: Insert Identity Number/Registration Number/IT Reference Number)(”You”)

and

SASOL INZALO PUBLIC LIMITED(Registration Number 2007/030646/06)

(”Sasol Inzalo”)


Whereby You and Sasol Inzalo agree to be bound to the provisions of this Agreement as follows:

1. INTERPRETATION AND PRELIMINARYThe headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 the masculine include the feminine and vice versa;

1.1.2 the singular include the plural and vice versa;

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely:

1.2.1 “Additional Sasol Inzalo Ordinary Shares“ means Sasol Inzalo Ordinary Shares, in addition to the Designated Sasol Inzalo Ordinary Shares, which are transferred to, or subscribed for by, You after the Effective Date;

1.2.2 “Agreement“ means this agreement, including all its annexures;

1.2.3 “Aggregate Sasol Inzalo Ordinary Shares“ means collectively, or individually, as the context may require, the Designated Sasol Inzalo Ordinary Shares and the Additional Sasol Inzalo Ordinary Shares;

1.2.4 “BEE Act“ means the Broad-Based Black Economic Empowerment Act, No. 53 of 2003 and any regulations promulgated thereunder;

1.2.5 “Black Company“ means a company which is a BEE Controlled Company1 and a BEE Owned Company2 each as defined in the Codes;

1.2.6 “Black Entity“ means a vesting trust which qualifies for recognition under the Codes, a broad-based ownership scheme (as contemplated in the Codes), a close corporation, or an unincorporated entity or

association, including a partnership, joint venture, syndicate or “stokvel“ as may be determined by Sasol in its sole discretion, and notified to Sasol Inzalo, as an entity or association, which may enable Sasol to claim points pursuant to the Codes;

1.2.7 “Black Groups“ means Black Companies and Black Entities;

1.2.8 “Black Person/s“ / “Black People“ means a black person as defined in the BEE Act and/or the Codes and/or any charter applicable to the Sasol group of companies, whichever is the most stringent as at the date of Selling the Sasol Inzalo Ordinary Shares, and “Black“ shall be construed accordingly;

1.2.9 “Business Day“ means any day other than a Saturday or a Sunday or an official public holiday in the Republic of South Africa;

1.2.10 “Codes“ means the Codes of Good Practice promulgated in terms of section 9(1) of the BEE Act;

1.2.11 “Custodian“ means a custodian appointed by Sasol Inzalo, as directed by Sasol from time to time;

1.2.12 “Designated Sasol Inzalo Ordinary Shares“ means that number of Sasol Inzalo Ordinary Shares as set out in Annexure C;

1.2.13 “Effective Date“ means the date on which the Designated Sasol Inzalo Ordinary Shares are transferred into Your name;

1.2.14 “Empowerment Period“ means a period ending on 7 September 2018, or such shorter period as may be determined by Sasol and notified to Sasol Inzalo;

1.2.15 “Encumbrance“ means any mortgage, charge, pledge, hypothecation, lien, cession or assignment by way of security, option, right to acquire, right of pre-emption, preferential right or arrangement, right of retention or agreement to confer security or any restriction or other arrangement whatsoever which has the same or a similar effect to the granting of security, and “Encumber“ shall be construed accordingly;

1.2.16 ”Forced Sale Value” means the value of a Sasol Inzalo Ordinary Share determined by Sasol in accordance with the formula set out in Annexure B;

1.2.17 ”Public Facilitation Trust” means Sasol Inzalo Public Facilitation Trust, IT Reference No. 1182/2008;

1.2.18 “Sasol” means Sasol Limited (Registration No. 1979/003231/06);

1.2.19 ”Sasol Inzalo Articles” means the articles of association of Sasol Inzalo which, with effect from the date the Companies Act, 2008 came into operation, became Sasol Inzalo’s memorandum of incorporation, as amended from time to time;

1.2.20 ”Sasol Inzalo Ordinary Shares” means ordinary shares of R0,01 (one cent) each in Sasol Inzalo;

1.2.21 ”Sasol Inzalo Shareholders” means registered holders of Sasol Inzalo Ordinary Shares;

1.2.22 ”Sasol Ordinary Shares“ means ordinary shares of no par value in Sasol

1.2.23 ”Section 53(a) Restrictions” means the restrictions contemplated by section 53(a) of the Companies

1 A summary of the current definition in the Codes is set out below for Your convenience only, and such summary should not be construed as an interpretation of the Codes.

A BEE controlled company is a company incorporated in accordance with the laws of South Africa and having a shareholding in which one or more Black People controls or control, on a flow-through basis (as such term is contemplated in the Codes), in excess of 50% of all exercisable voting rights in relation to the ordinary shares or other equity interest of such company, exercisable by members in general meeting or otherwise.

2 A summary of the current definition in the Codes is set out below for Your convenience only, and such summary should not be construed as an interpretation of the Codes.

A BEE owned company means a company incorporated in accordance with the laws of South Africa and having a shareholding in which one or more Black People:

1. beneficially owns or own, on a flow-through basis (as such term is contemplated in the Codes and which excludes measurement utilising the modified flow-through basis), in excess of 50% of the ordinary shares or other equity interest of such company; and

2. is or are entitled to in excess of 50% on a flow-through basis (as such term is contemplated in the Codes and which excludes measurement utilising the modified flow-through basis) of all economic interest in relation to such ordinary shares or other equity interest of such company.


Act, 1973 in the Sasol Inzalo Articles summarised in Annexure A;

1.2.24 ”Sell” means sell or otherwise dispose of or transfer (including, but without limiting the generality of the aforegoing, by way of donation or dividend or distribution of assets), and ”Sale” and ”Sold” shall be construed accordingly;

1.2.25 ”Trading Market” means the current mechanism, referred to in clause 6.1, established by Sasol and Sasol Inzalo, or any mechanism that may be established by Sasol and Sasol Inzalo in the future to replace or supersede the current mechanism, for trading in Sasol Inzalo Ordinary Shares during the Empowerment Period;

1.2.26 ”Transfer Secretaries” means Computershare Investor Services (Proprietary) Limited (Registration No. 2004/003647/07) or a transfer secretary appointed by Sasol Inzalo at the direction of Sasol from time to time;

1.2.27 ”VWAP” means volume weighted average price of a Sasol Ordinary Share, being the total value of the Sasol Ordinary Shares traded for a specified period divided by the number of Sasol Ordinary Shares traded for that period;

1.3 any reference in this Agreement to You shall, if You are liquidated or sequestrated, as the case may be, be applicable also to and binding upon Your liquidator or trustee;

1.4 the rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply.

2. DURATION

2.1 This Agreement will come into force on the Effective Date and shall remain in force until the earlier of the expiration of the Empowerment Period and the date on which You Sell the last of Your Sasol Inzalo Ordinary Shares.

2.2 Notwithstanding the provisions of clause 2.1, the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

3. CUSTODIAN AND TRANSFER SECRETARIES

3.1 You agree that Your Sasol Inzalo Ordinary Shares will be held in certificated form. You agree that, at Your risk, Your share certificates will be deposited with and will be held on Your behalf by the Custodian. You agree that, in addition to any express provisions in this Agreement, You will be bound by those parts of any agreement which Sasol and/or Sasol Inzalo concludes with the Custodian and which are standard in the market, provided that You will not in any way be liable for any fees of the Custodian.

3.2 Your share certificate will be released by the Custodian to the Transfer Secretaries for implementing any

transfer of Your Sasol Inzalo Ordinary Shares as is permitted in terms of:

3.2.1 the Sasol Inzalo Articles;

3.2.2 this Agreement;

3.3 Subject to clause 6.1, the Transfer Secretaries will issue a new share certificate to a new owner of Your Sasol Inzalo Ordinary Shares which shall be deposited with the Custodian. To the extent that You have not Sold all of Your Sasol Inzalo Ordinary Shares, Your new share certificate in respect of such Sasol Inzalo Ordinary Shares which have not been Sold will be redeposited with the Custodian.

3.4 After the Empowerment Period, Your Sasol Inzalo Ordinary Share certificate will be posted by the Custodian to Your address for service selected by You in Annexure C, at Your risk.

3.5 The Custodian shall not be liable to You for any direct, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind whatsoever or howsoever caused, arising as a result of any act or omission (including any negligent, or grossly negligent act or omission) on the part of the Custodian as regards Your Sasol Inzalo Ordinary Shares.

4. WARRANTIES

4.1 You warrant in favour of Sasol Inzalo that;

4.1.1 You are a Black Person or a Black Group, as the case may be;

4.1.2 You will be the registered and the beneficial owner of the Sasol Inzalo Ordinary Shares from the date these shares are transferred into Your name;

4.1.3 the information provided by You in Annexure C and any other information and supporting documentation provided by You to Sasol Inzalo and/or the Transfer Secretaries is true and complete as at the date of Your signature of this Agreement; and

4.1.4 each warranty provided in clauses 4.1.1 to 4.1.3 above is and will be true and complete on the date of Your signature of this Agreement and will continue to be true and complete for the duration of this Agreement.

4.2 You acknowledge that Sasol Inzalo will fully rely on the truth and completeness of the warranties referred to in clause 4.1 when registering the Sasol Inzalo Ordinary Shares in Your name.

4.3 All the warranties given by You in terms of this Agreement shall be deemed to be material.

5. YOUR UNDERTAKINGS

You undertake:

5.1 if You are a Black Group, until the expiry of the Empowerment Period, while You continue to hold Sasol Inzalo Ordinary Shares, that You shall remain a Black Group;

5.2 to provide Sasol or Sasol Inzalo, at Your own cost, within 30 (thirty) days of either party’s written request, with a BEE compliance certificate in a form acceptable to Sasol, from a verification agency


selected by Sasol, certifying, whichever is applicable, that You are a Black Person or if You are a Black Group that You are in compliance with clause 5.1. If You are a Black Person and no verification agency verifies natural people, then You undertake to provide Sasol and/or Sasol Inzalo with such documentation reasonably required by them in order to satisfy themselves that You are a Black Person;

5.3 not to:

5.3.1 Encumber Your Sasol Inzalo Ordinary Shares at any time during the Empowerment Period;

5.3.2 Sell Your Sasol Inzalo Ordinary Shares or any rights or interests therein prior to the end of the Empowerment Period to anyone who is not a Black Person or Black Group.

6. PROVISIONS APPLICABLE TO SALE OF SASOL INZALO ORDINARY SHARES

6.1 Save for a Sale to the Public Facilitation Trust, You undertake, in respect of every permitted Sale of Your Sasol Inzalo Ordinary Shares to:

6.1.1 thoroughly check that the buyer is in fact a Black Person or a Black Group;

6.1.2 obtain a copy of an agreement from the Transfer Secretaries which must be signed by the new owner only in the event that such new owner has not already signed such an agreement and to deliver to the Transfer Secretaries an original of such an agreement,

and, save for the transfer of the Sasol Inzalo Ordinary Shares to your heirs in the event of Your death or the Sale by Your liquidator or trustee in the event of Your insolvency, the Sale must take place only in the Trading Market.

6.2 You are not obliged to first offer Your Sasol Inzalo Ordinary Shares to other Sasol Inzalo Shareholders.

7. BREACH

7.1 If at any time during the Empowerment Period:

7.1.1 You have in any way committed a breach of any of the warranties set out in this Agreement;

7.1.2 You breach any of the provisions set out in clauses 5.1, 5.2, 5.3.1 or 5.3.2;

7.1.3 You breach the provisions set out in clause 6.1;

7.1.4 You have made a fraudulent or untrue statement in any documents provided by You to Sasol, Sasol Inzalo and/or to the Transfer Secretaries, or any information cannot be verified to Sasol and/or Sasol Inzalo’s satisfaction,

You shall immediately notify Sasol and Sasol Inzalo in writing.

7.2 At any time after learning of the occurrence of an event contemplated in any one of the provisions in clause 7.1, the Public Facilitation Trust shall be entitled, but shall not be obliged, to buy Your Sasol Inzalo Ordinary Shares by giving You written notice, in which event a Sale of Your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

7.2.1 Your Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of the occurrence of an event contemplated in any one of the provisions set out in clause 7.1;

7.2.2 the purchase price of Your Sasol Inzalo Ordinary Shares shall be the Forced Sale Value calculated as at the date of the occurrence of the relevant event, discounted by 50% (fifty per cent);

7.2.3 the purchase price, less an amount equal to the amount of dividends paid to You during the period in which You were in breach, shall be payable against delivery of the transfer form for Your Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 3 (three) days from the date when the Public Facilitation Trust gives You notice, then You agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as Your attorney and agent to sign the necessary transfer forms;

7.2.4 the Sasol Inzalo Ordinary Shares shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that:

7.2.4.1 You are the beneficial as well as registered owner thereof; and


7.2.5 the securities transfer tax payable in respect of the registration of transfer of the Sasol Inzalo Ordinary Shares Sold in terms hereof shall be borne by the Public Facilitation Trust.

8. DEATH

8.1 If You are a Black Person:

8.1.1 who dies during the Empowerment Period, then –

8.1.1.1 the Public Facilitation Trust will not have the right to buy Your Sasol Inzalo Ordinary Shares pursuant to clause 7 even though those shares as a result may now be held in breach of the requirements of this Agreement unless clause 8.2 applies;

8.1.1.2 Your executor, instead of having to do so immediately, will have 180 (one hundred and eighty) days to transfer Your Sasol Inzalo Ordinary Shares, subject to compliance with clause 6, to Your heir/s provided that such heir/s is/are a Black Person or a Black Group, or Your executor may Sell Your Sasol Inzalo Ordinary Shares to any Black Person and/or a Black Group.

8.2 If Your executor has not complied with clause 8.1.1.2, the Public Facilitation Trust shall be entitled, but shall not be obliged, to buy Your Sasol Inzalo Ordinary Shares by written notice to Your executor, in which event a Sale of Your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

8.2.1 the Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of Your death;

8.2.2 the purchase price of Your Sasol Inzalo Ordinary Shares shall be the Forced Sale Value calculated as at the date of the written notice from the Public Facilitation Trust to Your executor, discounted by 10% (ten per cent). The reason for the discount is


to encourage Your executor to find a suitable buyer if Your heir/s is/are not a Black Person/s or a Black Group, because Sasol will, if it wishes to maintain the same level of Black ownership, have to fund the Public Facilitation Trust to enable it to exercise its right to buy Your Sasol Inzalo Ordinary Shares;

8.2.3 the purchase price, less an amount equal to the amount of dividends paid to You during the period in which Your executor was in breach of clause 8.1.1.2, shall be payable against delivery of the transfer form for Your Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 7 (seven) days from the date when the Public Facilitation Trust gives Your executor notice, You agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as Your attorney and agent, or that of Your executor, to sign the necessary transfer forms;

8.2.4 the Sasol Inzalo Ordinary Shares shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that -

8.2.4.1 Your executor is the beneficial as well as registered owner thereof; and



8.3 If You are a Black Group and any of Your shareholders, members, participants or beneficiaries die, as a result of which, during the Empowerment Period, You are no longer a Black Group, then:

8.3.1 the Public Facilitation Trust will not have the right to buy Your Sasol Inzalo Ordinary Shares pursuant to clause 7 even though those shares as a result may now be held in breach of the requirements of this Agreement unless clause 8.4 applies;

8.3.2 if the death occurs during the Empowerment Period, You can Sell Your Sasol Inzalo Ordinary Shares to a Black Group and/or a Black Person in accordance with clause 8.3.3;

8.3.3 instead of having to remedy the breach caused by the death immediately You will have 180 (one hundred and eighty) days from the date of the death to act in accordance with clause 8.3.2.

8.4 If Your Sasol Inzalo Ordinary Shares have not been Sold or the breach caused by the death has not otherwise been remedied within 180 (one hundred and eighty) days from the date of the death in question, the Public Facilitation Trust shall be entitled, but shall not be obliged to buy Your Sasol Inzalo Ordinary Shares by written notice to You, in which event a Sale of Your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

8.4.1 Your Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of the death in question;

8.4.2 the purchase price of Your Sasol Inzalo Ordinary Shares shall be the Forced Sale Value calculated as at the date of the written notice from the Public Facilitation Trust to You, discounted by 10% (ten per cent). The reason for the discount is to encourage You to find a suitable buyer if the breach caused by the death cannot otherwise be remedied, because Sasol will, if it wishes to maintain the same level of Black ownership, have to fund the Public Facilitation Trust to enable it to exercise its right to buy Your Sasol Inzalo Ordinary Shares;

8.4.3 the purchase price, less an amount equal to the amount of dividends paid to You during the period in which You have been in breach of clause 8.3.2, shall be payable against delivery of the transfer form for Your Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 7 (seven) days from the date when the Public Facilitation Trust gives You notice, then You agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as Your attorney and agent to sign the necessary transfer forms;





9. INVOLUNTARY INSOLVENCY/LIQUIDATION

9.1 If You are a Black Person who is involuntarily sequestrated (whether provisionally or finally), during the Empowerment Period, then:


9.1.2 the trustee, instead of having to do so immediately, will have 180 (one hundred and eighty) days from the date of Your provisional sequestration to Sell Your Sasol Inzalo Ordinary Shares, subject to compliance with clause 6, to any Black Person and/or a Black Group.

9.2 If the trustee has not complied with clause 9.1.2, the Public Facilitation Trust shall be entitled, but shall not be obliged, to buy Your Sasol Inzalo Ordinary Shares by written notice to the trustee, in which event a Sale of Your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

9.2.1 Your Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of Your provisional sequestration;


9.2.2 the purchase price of Your Sasol Inzalo Ordinary Shares shall be the Forced Sale Value calculated as at the date of the written notice from the Public Facilitation Trust to Your trustee, discounted by 10% (ten per cent). The reason for the discount is to encourage Your trustee to find a suitable buyer, because Sasol will, if it wishes to maintain the same level of Black ownership, have to fund the Public Facilitation Trust to enable it to exercise its right to buy Your Sasol Inzalo Ordinary Shares;

9.2.3 the purchase price, less an amount equal to the amount of dividends paid to You during the period in which Your trustee was in breach of clause 9.1.2, shall be payable against delivery of the transfer form for Your Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 7 (seven) days from the date when the Public Facilitation Trust gives Your trustee notice, then You agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as Your attorney and agent to sign the necessary transfer forms;





9.3 If You are a Black Group and any of You are involuntarily liquidated (provisionally or finally), as a result of which, during the Empowerment Period, You are no longer a Black Group, then:


9.3.2 if it is not possible for the breach to be remedied during the Empowerment Period, Your liquidator can Sell Your Sasol Inzalo Ordinary Shares to a Black Group and/or a Black Person;

9.3.3 instead of having to remedy the breach immediately Your liquidator will have 180 (one hundred and eighty) days from the date of Your provisional liquidation to act in accordance with clause 9.3.2.

9.4 If Your Sasol Inzalo Ordinary Shares have not been Sold or the breach caused by the liquidation has not otherwise been remedied within 180 (one hundred and eighty) days from the date of Your liquidation, the Public Facilitation Trust shall be entitled, but shall not be obliged, to buy Your Sasol Inzalo Ordinary Shares by written notice to Your liquidator, in which event a Sale of Your Sasol Inzalo Ordinary Shares shall be deemed to have been concluded on the following terms and conditions:

9.4.1 the Sasol Inzalo Ordinary Shares shall be Sold with effect from the day prior to the date of Your provisional liquidation;

9.4.2 the purchase price of the Sasol Inzalo Ordinary Shares shall be the Forced Sale Value calculated as at the date of the written notice from the Public Facilitation Trust to Your liquidator, discounted by 10% (ten per cent). The reason for the discount is to encourage Your liquidator to find a suitable buyer, because Sasol will, if it wishes to maintain the same level of Black ownership, have to fund the Public Facilitation Trust to enable it to exercise its right to buy Your Sasol Inzalo Ordinary Shares;

9.4.3 the purchase price, less an amount equal to the amount of dividends paid to You during the period in which Your liquidator was in breach of clause 9.3.2, shall be payable against delivery of the transfer form for Your Sasol Inzalo Ordinary Shares. If the Public Facilitation Trust has not received the requisite transfer form within 7 (seven) days from the date when the Public Facilitation Trust gives Your liquidator notice, then You agree that the Public Facilitation Trust is irrevocably and in rem suam authorised and appointed as Your attorney and agent to sign the necessary transfer forms;





10. RIGHTS FOR THE BENEFIT OF THE PUBLIC FACILITATION TRUST

10.1 The provisions of this Agreement constitute a benefit for the Public Facilitation Trust, which it will be entitled to accept at any time by giving written notice of such acceptance to Sasol Inzalo including an address for the purposes of clause 13.

10.2 The provisions of this Agreement constitute a benefit for Sasol, which it will be entitled to accept at any time by giving written notice of such acceptance to Sasol Inzalo and Sasol shall be deemed to have chosen the address set out in clause 13.

11. FINANCIAL STATEMENTS

11.1 You are entitled to receive a notice in accordance with the provisions of the Sasol Inzalo Articles of the publication of any annual financial statements of Sasol Inzalo required under the Companies Act, 2008, setting out the steps required to obtain a copy of those annual financial statements. Such notice of the publication of the annual financial statements shall be given by Sasol Inzalo to You in accordance with the provisions of the Sasol Inzalo Articles.


11.2 The full annual financial statements will not automatically be distributed to you, unless you notify Sasol Inzalo in writing, marked for the attention of the company secretary, that You wish to receive a copy of the full annual financial statements. The full annual financial statements will also be accessible on Sasol’s website.

12. RESOLUTIONS

To the extent required by Sasol, in order to preserve constructive knowledge to third parties as contemplated in the Companies Act, 2008, You agree to take all such steps and do all such things as may be necessary to ensure that for the duration of the Empowerment Period the Sasol Inzalo directors’ authority will be limited in accordance with the Section 53(a) Restrictions, and for this purpose You hereby authorise and appoint Sasol irrevocably and in rem suam as Your attorney and agent to take all such steps and do all such things and sign all such documents necessary to achieve the aforegoing

13. ADDRESS FOR SERVICE

13.1 The parties choose as their addresses for service for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses:

13.1.1 SASOL INZALO:


13.1.2 YOU:

The addresses as set out in Annexure C

13.1.3 SASOL:


13.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing.

13.3 Any party may by notice to the other parties change the physical address chosen as its address for service to another physical address where postal delivery occurs in the Republic of South Africa or its postal address or its telefax number provided that the change shall become effective on the 7th (seventh) Business Day from the deemed receipt of the notice by the other parties.


13.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to its chosen address for service shall be deemed to have been received on the 7th (seventh) Business Day after posting (unless the contrary is proved);

13.4.2 delivered by hand to a responsible person during ordinary business hours at its chosen address for service shall be deemed to have been received on the day of delivery;

13.4.3 sent by telefax to its chosen telefax number shall be deemed to have been received on the date of despatch (unless the contrary is proved).


14. AMENDMENT

You agree that this Agreement can be amended either by:

14.1 You, Sasol Inzalo and, if either has accepted the benefits, Sasol and/or the Public Facilitation Trust signing a written agreement to that effect; or

14.2 Sasol Inzalo and, if either has accepted the benefits, Sasol and/or the Public Facilitation Trust signing a document incorporating any amendment approved by a resolution passed at a separate class meeting of the Sasol Inzalo Shareholders in respect of which of those Sasol Inzalo Shareholders present at the meeting and holding at least 65% (sixty five per cent) of the Sasol Inzalo Ordinary Shares at that meeting, voted, in favour of such resolution and which resolution expressly provides for the amendment of all agreements (including this Agreement) which bind the Sasol Inzalo Shareholders in a similar manner to this Agreement. A copy of this amending document will be furnished to You.

15. SUBSCRIPTION BY SASOL FOR SHARES IN SASOL INZALO PUBLIC FUNDING (PTY) LIMITED (“SASOL INZALO PUBLIC FUNDING“) AND SUBORDINATED LOAN BY SASOL TO SASOL INZALO PUBLIC FUNDING

You acknowledge and agree that Sasol shall be entitled, at any time, to subscribe for E preference shares in Sasol Inzalo Public Funding, to subscribe for ordinary shares in Sasol Inzalo Public Funding or to make subordinated loans to Sasol Inzalo Public Funding on arms‘ length terms or to give other funding assistance. You acknowledge and agree that Sasol Inzalo shall consent to and shall take whatever steps are necessary to ensure the allotment and issue by Sasol Inzalo Public Funding of any ordinary shares in Sasol Inzalo Public Funding or any other class of shares which may form part of such funding assistance.


YOU: Signature: who warrants that he/she is duly authorised thereto Name of signatory: Date: Place: Witness: Witness: SASOL INZALO PUBLIC LIMITED: Signature: who warrants that he/she is duly authorised thereto Name of signatory: Date: Place: Witness: Witness:


1.1 Unless inconsistent with the context, the words and expressions set forth below shall bear the following meanings:

1.1.1 “Empowerment Period“ means the period from the allotment and issue of the ordinary shares in Sasol Inzalo (other than the first ordinary share issued) until the later of:

1.1.1.1 the date on which all the Preference Shares in FundCo are redeemed;

1.1.1.2 the Sasol Inzalo Preference Share is redeemed;

1.1.2 “FundCo“ means Sasol Inzalo Public Funding (Proprietary) Limited;

1.1.3 “Preference Shares“ means collectively the Class A Preference Shares, Class B Preference Shares and Class C Preference Shares in the share capital of FundCo;

1.1.4 “Sasol Inzalo Preference Share“ means the preference share with a par value of R0.01 (one cent) in the share capital of Sasol Inzalo;

1.1.5 “Sasol Inzalo Preference Shareholder“ means any holder of any Sasol Inzalo Preference Share from time to time;

1.1.6 “Ordinary Shares“ means ordinary shares in the share capital of FundCo with a par value of R1.00 (one rand);

1.1.7 “Sasol“ means Sasol Limited.

1.2 Until the end of the Empowerment Period, no organ or body of Sasol Inzalo (including the board of directors of Sasol Inzalo and the members of Sasol Inzalo in general meeting) shall have any authority, (notwithstanding any provisions of the articles of association of Sasol Inzalo) to undertake any transactions of any nature whatsoever including, without limiting the generality of the aforegoing:

1.2.1 conducting any business other than the holding of the Ordinary Shares;

1.2.2 incurring any obligations or costs other than as contemplated in the agreements contemplated in clauses 1.2.7, 1.2.8 and 1.2.10;

1.2.3 encumbering or disposing of or transferring or losing ownership of the Ordinary Shares other than as contemplated in the agreements contemplated in clauses 1.2.7 and 1.2.8;

1.2.4 making any loans, granting any credit or giving any guarantee, insurance or indemnity to or for the benefit of any person or otherwise voluntarily assuming any liability, whether actual or contingent, in respect of any obligation of any other person;

1.2.5 doing or omitting to do anything which would have the effect of or result in Sasol Inzalo being wound up, whether voluntarily or compulsorily, or of being deregistered, or which is calculated to have that effect,

without the prior written approval of each member of the board and the Sasol Inzalo Preference Shareholder, and the holders of the Preference Shares, which have not been redeemed, other than –

1.2.6 acquiring and holding the Ordinary Shares;

1.2.7 concluding any agreements with Sasol and any member of the Sasol group of companies which, other than in the case of the agreement between Sasol, Sasol Inzalo, the Trustee/s of the Public Facilitation Trust and FundCo dated on or around 15 May 2008, have been approved in writing by the holders of the Preference Shares prior to conclusion;

1.2.8 concluding any agreements with the holders of the Preference Shares relating to the Preference Shares, including the furnishing of security in respect thereof;

1.2.9 issuing a prospectus approved by Sasol;

1.2.10 concluding any agreements with its shareholders, which have been approved in writing by Sasol and the holders of the Preference Shares prior to conclusion;

1.2.11 implementing the provisions of, exercising its rights and performing its obligations under the agreements and prospectus contemplated in clauses 1.2.7, 1.2.8, 1.2.9 and 1.2.10;

1.2.12 complying with its statutory and common law obligations (including the incurral of any statutory and/or secretarial fees or charges associated therewith).

1.3 The special conditions shall be capable of amendment only by way of the passing and registration of a special resolution which shall be of no force or effect unless the prior written approval of the Sasol Inzalo Preference Shareholder and the holders of the Preference Shares, which have not been redeemed, is obtained.

Annexure A – Section 53(a) Restrictions


MV* = (SP – A – B – C – D – E – O)MV = Market value of 1 Sasol Inzalo Ordinary Share, does not take into account any liquidity discount resulting from the

restrictions on tradability, which may be applied when trading in the Sasol Inzalo Ordinary SharesSP = 5-day VWAP of a Sasol Ordinary ShareA = Value outstanding of the A Preference Shares B = Value outstanding of the B Preference SharesC = Value outstanding of the C Preference SharesD = Value outstanding of the D Preference SharesE = Value outstanding of the E Preference SharesO = other outstanding funding. *In the event of any corporate action, the formula will be adjusted appropriately, if required.

Annexure B – Forced Sale Value Formula


Annexure C – Your details

Part A : Black Person

Number of Sasol Inzalo Ordinary Shares acquired around the time that You sign this Agreement

Title

Surname

First names

National RSA identity number

Income tax reference number (if applicable)

Gender Male Female

Contact numbers Cell

Business

Home

Fax

Email

Postal address

Postal code

Residential address

Postal code

Race African Indian Coloured Chinese

Disabled (as defined) Y N As defined in the Codes of Employment of People with Disabilities issued under the Employment Equity Act, 1998

Unemployed (as defined) Y N An unemployed person who is not attending and not required by law to attend an educational institution, nor awaiting admission to an educational institution

Part B : Black Group


Black Group registered name


Black Group registration number (if applicable)

Type of Black Group

Income tax reference number (if applicable)

Date established Y Y Y Y M M D D


Business

Home

Fax

Email

Postal address of Black Group

Postal code

Principal place of business

Postal code

Please use the “flow-through“ method according to the Codes to determine the following percentages: (www.thedti.gov.za – Chapter Three: Statement 100 of Code 100)

% Black ownership/membership in Black Group (Beneficiaries in case of trust or section 21 company)

%

% Black women ownership/membership in Black Group (Beneficiaries in case of trust or section 21 company)

%

Where does Your organisation have offices or representation? (Mark only one)

National (Multiple provinces)

or Provincial (one province)

Part C : Black Group

(Details of authorised signatory or authority to act on behalf of Black Group)


Title (signatory 1)

Surname 1

First names



Business

Home

Fax

Email

Postal address


Postal code

Residential address

Postal code

(Details of alternate signatory or representative of the Black Group)

Title (signatory 2)

Surname 2

First names



Business

Home

Fax

Email

Postal address

Postal code

Residential address

Postal code

Part D : Black Person and Black Group

Banking details of the Black Person or Black Group

Account holder’s name must be the same as You

Bank account holder’s name

Name of bank

Account type Cheque Transmission Savings

Bank account number (11 digits)

Bank branch code BANK STAMP

Please ensure that your bank stamps this Part D to ensure accuracy and validity of the bank account.


Annexure 2

Bee Contract (which comprises the generic terms set forth below and, as regards each Specified Issuer, the Additional Terms which

form an integral part of This Bee Contract)Your attention is drawn to clause 32.


(”You”)1

(insert full name of person who/which is:

• the Beneficial Owner of Specified BEE Securities; or

• an Own Name Client in respect of Specified BEE Securities)2

(insert identity number/registration number/IT reference number)

(gender: male/female or not applicable)

(disabled: yes/no)

Physical address:

Postal address:

Telefax:

email:

Attention (in the case of entity):

and/or

(“IH”)3

(insert full name of person)

(insert registration number)

Physical address

Postal address

Telefax

email

Attention:

and/or1 “Your” shall have a corresponding meaning.2 The Beneficial Owner always has to sign This BEE Contract as the party defined as “You” and in that case, the nominee of such Beneficial Owner, in whose

name the BEE Securities are registered, must sign as the Registered Shareholder. Own Name Clients to sign This BEE Contract as the party defined as “You” and in addition as the Registered Shareholder.

3 There may not always be an IH which is a party to This BEE Contract. The IH will sign as IH, but not as Registered Shareholder.


(”IHRS”)4

(insert full name of person)


Physical address Postal address Telefax email Attention:

and/or

(”JSe Member”)5

(insert full name)



and

(”Registered Shareholder”)6

(insert full name of person whose name is recorded in the sub register)

(insert identity number/registration number/IT reference number)

Physical address Postal address Telefax email Attention (in the case of entity):

and/or

(”CSDP”)7

(insert full name)



in terms of which the parties agree to the terms set forth in This Bee Contract.

4 There may not always be an IHRS which is a party to This BEE Contract. The IHRS will sign as IHRS and as Registered Shareholder.5 There may not always be a JSE Member which is a party to This BEE Contract. The JSE Member will sign as JSE Member and as Registered Shareholder,

if applicable.6 The Registered Shareholder always has to sign This BEE Contract. Own Name Clients to sign as Registered Shareholder and as the party defined as “You”.7 The CSDP will sign This BEE Contract as CSDP and as Registered Shareholder to the extent that the party defined as “You” is a non-controlled client of the

CSDP or a client of the IH which IH is a non-controlled client of the CSDP. The CSDP will sign This BEE Contract as CSDP to the extent that the party defined as “You” is an Own Name Client.


where trading in BEE Securities is restricted to BEE Compliant Persons;

1.11 ”Beneficial Owner” means, in respect of equity securities (as defined in the JSE’s Equities Rules), a person in whom the benefits of the bundle of rights attaching to equity securities vest, which is typically evidenced by one or more of the following:

1.11.1 the right or entitlement to receive any dividend or interest payable in respect of those equity securities;

1.11.2 the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting, conversion, redemption or other rights attached to those equity securities;

1.11.3 the right to dispose or direct the disposition of those equity securities, or any part of a distribution in respect of those equity securities and to have the benefit of the proceeds,

whose securities are held in the name of the Registered Shareholder acting as a Nominee for that person and “Beneficially Own” and “Beneficial Ownership” shall be construed accordingly;

1.12 ”Companies Act” means the Companies Act, 1973, as amended from time to time, or the Companies Act, 2008, when it comes into operation;

1.13 ”Constitution” means the articles of association of an Issuer and when the Companies Act, 2008 comes into force means the Memorandum of Incorporation of the Issuer;

1.14 ”CSD” means Strate Limited, registration number 1998/022242/06, or its successor-in-title as a licensed central securities depository in terms of the SSA;

1.15 ”CSD Rules and Directives” means the rules and directives of the CSD;

1.16 ”CSDP” means the person, if applicable, that holds in custody and administers Your Specified BEE Securities or an interest in Your Specified BEE Securities and that has been accepted in terms of section 34 of the SSA by a central securities depository as a participant in that central securities depository, which person is identified on the cover page of This BEE Contract;8

1.17 ”empowerment Period” means as regards an Issuer, the period specified as such in that Issuer’s Additional Terms, being the period that Issuer’s BEE Securities are required to be Beneficially Owned by, or registered in the names of Own Name Clients which/who are, BEE Compliant Persons;

1.18 ”encumbrance” means any encumbrance or any other arrangement which has a similar effect as the granting of security;

1.19 ”extract” means if You are a natural person, a certified copy (or a copy of a certified copy) of an extract from Your identity book which is attached as Annexure B which either reflects that You were born in South Africa or alternatively that the identity book was issued prior to 27 April 1994;

8 The CSDP will sign This BEE Contract as CSDP and as Registered Shareholder to the extent that the party defined as “You” is a non-controlled client of the CSDP or a client of the IH which IH is a non-controlled client of the CSDP. The CSDP will sign This BEE Contract as CSDP to the extent that the party defined as “You” is an Own Name Client.

PART A: INTRODUCTION

INTeRPReTATION1. The following terms shall have the following

meanings:

1.1 ”Additional Terms” means the terms specific to that Specified Issuer’s BEE Securities which are listed on the BEE Segment and which are contained in that Specified Issuer’s Constitution under the heading “Additional Terms of BEE Contract”, which form an integral part of and must be read as if contained in This BEE Contract;

1.2 ”Bee Act” means the Broad-Based Black Economic Empowerment Act, No. 53 of 2003 as amended from time to time;

1.3 ”Bee Certificate” means an original or copy of a certificate issued by a verification agency accredited by the accreditation body contemplated in the BEE Codes, certifying that the person identified in the certificate is a BEE Compliant Person, which is attached as Annexure D;

1.4 ”Bee Codes” means the Broad-Based Black Economic Empowerment Codes of Good Practice gazetted from time to time under the BEE Act;

1.5 ”Bee Compliant Persons” means, as interpreted by the courts from time to time:

1.5.1 as regards a natural person, one who falls within the ambit of the definition of "black people" in the BEE Codes;

1.5.2 as regards a juristic person having shareholdings or similar member’s interest, one which falls within the ambit of the definitions of BEE owned company and BEE controlled company using the flow through principle contemplated in the BEE Codes;

1.5.3 as regards any other entity, any entity similar to a BEE controlled company or a BEE owned company using the flow through principle contemplated in the BEE Codes, which would enable the Issuer of securities owned or controlled by such entity to claim points attributable to the entity’s ownership of the securities pursuant to the BEE Codes;

1.6 ”Bee Contract” means the contract prescribed by the JSE which is made up of the generic terms set forth therein which apply to all Issuers and, as regards each Issuer, the terms specific to that Issuer’s BEE Securities which are listed on the BEE Segment and which are contained in that Issuer’s Constitution under the heading “Additional Terms of BEE Contract”, which form an integral part of and must be read as if contained in the BEE Contract;

1.7 ”Bee controlled company” means a BEE controlled company as defined in Schedule 1 to the BEE Codes;

1.8 ”Bee owned company” means a BEE owned company as defined in Schedule 1 to the BEE Codes;

1.9 ”Bee Securities” means the securities which the Issuer requires are to be Beneficially Owned by, or registered in the names of Own Name Clients which/who are, BEE Compliant Persons for the Empowerment Period;

1.10 ”Bee Segment” means a segment of the JSE’s main board where an Issuer may list its BEE Securities and


1.20 “Forced Sale Value” means as regards an Issuer, the value specified as such in that Issuer’s Additional Terms, being the value determined for the purpose of the Specified Issuer exercising its rights in Part D;

1.21 ”IH” means intermediate holder, being an intermediary with which You hold an account for the purposes of, inter alia, managing Your Specified BEE Securities, but which is not You, the JSE Member, the Registered Shareholder, the CSDP, the IHRS or the Issuers of Your Specified BEE Securities;9

1.22 “IHRS” means intermediate holder, which is also the Registered Shareholder of Your Specified BEE Securities, being a Nominee with which You hold an account for the purposes of, inter alia, managing Your Specified BEE Securities;10

1.23 "ISN” means an issuer sponsored nominee, which is approved as such by the Registrar of Financial Services Providers;

1.24 “Issuers” means from time to time those companies which have issued BEE Securities which are listed on the BEE Segment;

1.25 “JSe” means JSE Limited (registration number 2005/022939/06) (or its successor body);

1.26 “JSe Member” means a member of the JSE, being a category of authorised user (as defined in section 1 of the SSA), which person is identified on the cover page of This BEE Contract;11

1.27 “Naturalisation Affidavit” means the original affidavit to be attested to by You, if You are a natural person, in which You state under oath that You became a South African citizen prior to 27 April 1994 or, if You did not become a South African citizen prior to 27 April 1994, You warrant that You would have qualified for South African naturalisation prior to 27 April 1994 in the absence of the laws governing the apartheid regime;

1.28 “Nominee” means a person which acts as the registered holder of BEE Securities and manages an interest in BEE Securities on behalf of other persons, and which has been approved by:

1.28.1 an exchange (as defined in the SSA) in terms of section 36(1)(a) of the SSA;

1.28.2 the Registrar of Securities Services in terms of section 36(2) of the SSA; or

1.28.3 a central securities depository (as defined in the SSA) in terms of section 36(1)(b) of the SSA;

1.29 “Off Market” means not On Market nor utilising the services of an authorised user (as defined in the SSA);

1.30 “On Market” means on the BEE Segment, utilising the services of an authorised user (as defined in the SSA);

1.31 “Own Name Client” means a person whose own name is on the main register of an Issuer kept in terms of the Companies Act and in whom/which the benefits of the bundle of rights attaching to the equity securities so registered in his/her/its name vest, which is typically evidenced by one or more of the following:

1.31.1 the right or entitlement to receive any dividend or interest payable in respect of those equity securities;

1.31.2 the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting, conversion, redemption or other rights attached to those equity securities;

1.31.3 the right to dispose or direct the disposition of those equity securities, or any part of a distribution in respect of those equity securities and to have the benefit of the proceeds;

1.32 “Registered Shareholder” means, as the context requires:

1.32.1 the person in whose name, if You are a Beneficial Owner, all Your Specified BEE Securities will be registered (unless another person is the registered holder of a part of Your Specified BEE Securities listed on the BEE Segment and You have concluded a BEE Contract with that person, in respect of that part of Your Specified BEE Securities), which may include the CSDP, IHRS or JSE Member; or

1.32.2 You, if You are an Own Name Client in respect of Your Specified BEE Securities,

being the person identified as such in This BEE Contract;12

1.33 “Sell” means sell or otherwise dispose of or transfer (including, but without limiting the generality of the aforegoing, by way of donation or dividend or distribution of assets) and “Sale” and “Sold” shall be construed accordingly;

1.34 “Specified Bee Securities” means BEE Securities from time to time:

1.34.1 of which You are the Beneficial Owner and which are held in dematerialised form in the name of the Registered Shareholder; and/or

1.34.2 which are held in dematerialised form in Your name, if You are an Own Name Client;

1.35 "Specified Issuers” means the relevant Issuers of Your Specified BEE Securities;

1.36 “Specified Issuer’s Nominee” means a person nominated by a Specified Issuer to acquire the Specified BEE Securities issued by that Specified Issuer in the circumstances contemplated in clauses 17.2, 18.2, 18.4, 19.2, 19.4 and 24.2;

1.37 “SSA” means the Securities Services Act, 2004, as amended;

1.38 “This Bee Contract” means this contract made up of the generic terms set forth in this document which apply to all Issuers and, as regards each Specified Issuer, the Additional Terms.

9 There may not always be an IH which is a party to This BEE Contract. The IH will sign as IH, but not as Registered Shareholder.

10 There may not always be an IHRS which is a party to This BEE Contract. The IHRS will sign as IHRS and as Registered Shareholder.

11 There may not always be a JSE Member which is a party to This BEE Contract. The JSE Member will sign as JSE Member and as Registered Shareholder, if applicable.

12 The Registered Shareholder always has to sign This BEE Contract. Own Name Clients to sign as Registered Shareholder and as the party defined as “You”.


2. The provisions of This BEE Contract contained in this document are divided into 5 (five) parts:

2.1 introductory provisions and definitions used throughout This BEE Contract (Part A);

2.2 provisions which apply for the duration of This BEE Contract, whether or not Specified BEE Securities are Beneficially Owned by You or registered in Your name as an Own Name Client (Part B);

2.3 provisions which apply only whilst Specified BEE Securities are Beneficially Owned by You or registered in Your name as an Own Name Client and which are relevant to all Specified Issuers (Part C);

2.4 provisions which apply only whilst Specified BEE Securities are Beneficially Owned by You or registered in Your name as an Own Name Client and which are relevant to a Specified Issuer and its Specified BEE Securities (Part D); and

2.5 miscellaneous provisions (Part E).

3. Any reference in this BEE Contract to You shall:

3.1 if You are liquidated or sequestrated, as the case may be, be applicable also to and binding upon Your liquidator or trustee; or

3.2 if You are a natural person and die, be applicable also to and binding upon Your executor.

4. The CSDP is only a party to This BEE Contract to the extent that You are:

4.1 a non-controlled client of the CSDP; or

4.2 a client of the IH (in which event the IH will be a party to This BEE Contract) which IH is a non- controlled client of the CSDP.

5. In the event that You are:

5.1 a controlled client of the JSE Member;

5.2 a client of a controlled client of the JSE Member; or

5.3 a client of the IHRS, which IHRS is a non-controlled client of the CSDP,

the CSDP will not be a party to This BEE Contract.

6. In the event that any one of the IH, IHRS, JSE Member or CSDP is not a party to This BEE Contract, any reference in This BEE Contract to those of them which are not parties to This BEE Contract is to be read pro non scripto, as if they were not a party to This BEE Contract.

7. The rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply.

8. For the avoidance of doubt:

8.1 if You hold other BEE Securities in certificated form, You will have concluded a different contract to cover those BEE Securities and that contract will continue to apply for so long as You continue to hold those BEE Securities in certificated form. If You dematerialise any or all of those BEE Securities, those BEE Securities will become subject to This BEE Contract if You hold them as an Own Name Client or in the name of the Registered Shareholder;

8.2 if You hold BEE Securities in dematerialised form and rematerialise any or all of these BEE Securities, but You have not concluded a contract with the relevant Issuer to cover those rematerialised BEE Securities,

You will be required to conclude a different contract to This BEE Contract to cover those certificated BEE Securities and that contract will continue to apply for so long as You continue to hold those BEE Securities in certificated form;

8.3 if You hold BEE Securities in dematerialised form in the name of an ISN as registered shareholder, which BEE Securities were held by You prior to the date of the listing on the BEE Segment of such BEE Securities, You will have concluded a different contract to cover those BEE Securities and that contract will continue to apply for so long as You continue to hold those particular BEE Securities in dematerialised form in the name of an ISN as registered shareholder. Only in the event that You:

8.3.1 acquired additional BEE Securities after the date of the listing on the BEE Segment of such BEE Securities, will You have been required to conclude This BEE Contract; or

8.3.2 wish to replace the ISN as registered shareholder of those particular BEE Securities with another registered shareholder to hold some or all of those particular BEE Securities, will You be required to conclude a BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new registered shareholder;

8.4 if You are a Beneficial Owner and wish to replace Your Registered Shareholder with another Registered Shareholder, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new Registered Shareholder and so will such person and the other parties to This BEE Contract and You shall not instruct the Registered Shareholder to transfer Your Specified BEE Securities, nor shall the Registered Shareholder act on any such instruction until a new BEE Contract has been concluded;

8.5 if You are an Own Name Client and wish to register Your BEE Securities in the name of another person as Registered Shareholder, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new Registered Shareholder and so will such person and the other parties to This BEE Contract and if applicable, any intermediary which You appoint for the purposes of, inter alia, managing Your Specified BEE Securities;

8.6 if You are a Beneficial Owner and wish to replace Your JSE Member with another JSE Member, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new JSE Member and so will such person and the other parties to This BEE Contract;

8.7 if You are a Beneficial Owner and wish to replace Your IHRS with another Nominee, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new IHRS and so will such person and the other parties to This BEE Contract;


8.8 if You are a Beneficial Owner and wish to replace Your IH with another intermediary for the purposes of, inter alia, managing Your Specified BEE Securities, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities which are to be inter alia managed by such person as the new IH and so will such person and the other parties to This BEE Contract;

8.9 if You wish to replace Your CSDP with another person, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities for which such person as the new CSDP will be providing You with securities services (as defined in the SSA) and so will such person and the other parties to This BEE Contract;

8.10 if You are a Beneficial Owner and wish to hold Your Specified BEE Securities in Your name as an Own Name Client:

8.10.1 but did not conclude This BEE Contract with a CSDP, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities for which such person as the new CSDP will be providing You with securities services (as defined in the SSA) and so will such person, but to the extent that a Registered Shareholder, JSE Member, IHRS or IH are parties to This BEE Contract, none of them will be required to conclude the new BEE Contract; or

8.10.2 did conclude This BEE Contract with a CSDP, You will be required to sign This BEE Contract as Registered Shareholder in respect of those of Your BEE Securities which will be registered in Your name.

PART B: Provisions which apply for the duration of this Bee contract, whether or not specified Bee securities are beneficially owned by you or registered in your name as an own name client

9. DURATION

9.1 This BEE Contract shall remain in force from the date of Your signature hereof until the earlier of:

9.1.1 the replacement of This BEE Contract with a new BEE Contract in the circumstances contemplated in clauses 8.4 to 8.10; or

9.1.2 the end of the last remaining Empowerment Period of all Issuers.

9.2 Notwithstanding the provisions of clause 9.1, the expiration or termination of This BEE Contract shall not affect such of the provisions of This BEE Contract as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

10. SCOPe AND NATURe

10.1 This BEE Contract will govern all Your Specified BEE Securities from time to time (other than those held in the name of an ISN as registered shareholder, which BEE Securities were held by You prior to the date of the listing on the BEE Segment of such BEE Securities)

and will continue in force (unless a new BEE Contract is signed in the circumstances contemplated in clauses 8.4 to 8.10), notwithstanding the fact that You may Sell all of the Specified BEE Securities from time to time, in order to avoid the necessity for You to sign a new BEE Contract every time that You become the Beneficial Owner of Specified BEE Securities or Specified BEE Securities are registered in Your name as an Own Name Client.

10.2 Notwithstanding that This BEE Contract will govern all Your Specified BEE Securities in accordance with clause 10.1 and govern Your relationship potentially with many Specified Issuers, the parties agree that This BEE Contract will be treated as a separate contract between a particular Specified Issuer and the other parties to This BEE Contract (other than the other Issuers, as if none of such other Issuers were parties to it).

11. WARRANTIeS

11.1 You as Beneficial Owner warrant in favour of the JSE, the Registered Shareholder, CSDP, JSE Member, IH and IHRS that for the duration of This BEE Contract any information provided by You to the Registered Shareholder, CSDP, JSE Member, IH, IHRS or the JSE will be true and complete unless You advise them in writing to the contrary.

11.2 You acknowledge that the JSE, the Registered Shareholder, CSDP, JSE Member, the IH and/or the IHRS will rely on the truth and completeness of the above warranty.

11.3 The warranty in clause 11.1 is material.

11.4 You as Own Name Client warrant in favour of the JSE, CSDP and JSE Member that for the duration of This BEE Contract any information provided by You to the JSE, CSDP or JSE Member, will be true and complete unless You advise them in writing to the contrary.

11.5 You as Own Name Client acknowledge that the JSE, CSDP and JSE Member will rely on the truth and completeness of the above warranty.

11.6 The warranty in clause 11.4 is material.

12. UNDeRTAKINGS

12.1 You undertake at Your cost, to provide the CSDP, Registered Shareholder, JSE Member, the IH and the IHRS, as the case may be, on signature of This BEE Contract with:

12.1.1 if You are a natural person:

12.1.1.1 an Extract (to be attached as Annexure B to This BEE Contract) which either reflects that You were born in South Africa, alternatively that Your identity book was issued prior to 27 April 1994, and if neither of those is the case, You shall provide a Naturalisation Affidavit (to be attached as Annexure C to This BEE Contract);

12.1.1.2 any other documentation reasonably required by the CSDP, Registered Shareholder, JSE Member, IH or the IHRS, as the case may be, in order to satisfy itself that You are a BEE Compliant Person;

12.1.2 if You are not a natural person:


12.1.2.1 a BEE Certificate which is unexpired (to be attached as Annexure D to This BEE Contract); and

12.1.2.2 any other documentation reasonably required by the CSDP, Registered Shareholder, JSE Member, IH or the IHRS in order to satisfy itself that You are a BEE Compliant Person.

12.2 If you are a controlled client of the JSE Member or a client of a controlled client of the JSE Member in respect of Your Specified BEE Securities, the JSE Member undertakes in favour of each Specified Issuer:

12.2.1 as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person; and

12.2.2 to retain the signed original version of This BEE Contract.

12.3 If You are a client of the IH in respect of Your Specified BEE Securities and the IH is a controlled client of the JSE Member:

12.3.1 the IH undertakes in favour of each Specified Issuer as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person;

12.3.2 the JSE Member undertakes in favour of each Specified Issuer:

12.3.2.1 to check that the IH has signed This BEE Contract in its capacity as IH; and

12.3.2.2 to retain the signed original version of This BEE Contract;

12.4 If You are a non-controlled client of the CSDP in respect of Your Specified BEE Securities, the CSDP undertakes in favour of each Specified Issuer:



12.5 If You are an Own Name Client in respect of Your Specified BEE Securities, the CSDP undertakes in favour of each Specified Issuer:

12.5.1 as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person;

12.5.2 to ensure that You sign This BEE Contract as the party defined as “You” and Registered Shareholder; and


12.6 If You are a Beneficial Owner which/who is client of the IH in respect of Your Specified BEE Securities and the IH is a non-controlled client of the CSDP:

12.6.1 the IH undertakes in favour of each Specified Issuer as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person;

12.6.2 the CSDP undertakes in favour of each Specified Issuer:

12.6.2.1 to check that the IH has signed This BEE Contract in its capacity as IH; and

12.6.2.2 to retain the signed original version of This BEE Contract;

12.7 If You are a Beneficial Owner which/who is client of the IHRS in respect of Your Specified BEE Securities and the IHRS is a non-controlled client of the CSDP, the IHRS undertakes in favour of each Specified Issuer:



PART C: Provisions which apply only whilst specified Bee securities are beneficially owned by you or registered in your name as an own name client and which are applicable to all specified issuers

13. WARRANTIeS

13.1 You warrant in favour of each of the Specified Issuers that:

13.1.1 You are a BEE Compliant Person;

13.1.2 You will be the Beneficial Owner of the Specified BEE Securities or the Specified BEE Securities will be registered in Your name as an Own Name Client,

as the case may be;

13.1.3 each warranty provided by You in clauses 13.1.1, 13.1.2 and 32 is and will be true from the date that You acquire that Specified Issuer’s BEE Securities and:

13.1.3.1 in respect of each warranty provided by You in clauses 13.1.1 and 32 will continue to be true for so long as You hold that Specified Issuer’s Specified BEE Securities; and

13.1.3.2 in respect of the warranty provided by You in clause 13.1.2 will continue to be true for so long as You hold that Specified Issuer’s Specified BEE Securities either as Beneficial Owner or Own Name Client, as the case may be;

13.1.4 the information provided by You in This BEE Contract is true and complete as at the date of signature hereof.

13.2 You acknowledge that each Specified Issuer will rely on the truth and completeness of the above warranties when recording Your details as:

13.2.1 the Beneficial Owner of that Specified Issuer’s Specified BEE Securities; or

13.2.2 an Own Name Client in whose name that Specified Issuer’s Specified BEE Securities are registered,

as the case may be.

13.3 All the warranties given by You in clause 13.1 are material.

14. YOUR UNDeRTAKINGS

You undertake whilst Your Specified BEE Securities are Beneficially Owned by You or registered in Your name as an Own Name Client:

14.1 that You are a BEE Compliant Person;


14.2 at Your cost, to provide the CSDP, the Registered Shareholder, the IH, IHRS and the JSE Member on an annual basis and a Specified Issuer within 30 (thirty) days of its written request to You, with:

14.2.1 if You are a natural person, any documentation reasonably required by a Specified Issuer in order to satisfy itself that You are a BEE Compliant Person;

14.2.2 if You are not a natural person:

14.2.2.1 a BEE Certificate which is unexpired (to replace any BEE Certificate attached as Annexure D to This BEE Contract which has expired);

14.2.2.2 any other documentation reasonably required by the Issuer in order to satisfy itself that You are a BEE Compliant Person.

For the sake of clarity, You shall not be obliged to furnish any Issuer other than a Specified Issuer with the aforegoing.

15. PLeDGeS AND OTHeR eNCUMBRANCeS

If the Additional Terms of a Specified Issuer permit of pledges or any other form of Encumbrance in respect of the Specified BEE Securities issued by that Specified Issuer, You may pledge or otherwise Encumber or cause the pledging or Encumbrance of those Specified BEE Securities subject to compliance with the Additional Terms of that Specified Issuer and with the following:

15.1 You acknowledge that in order to ensure that those Specified BEE Securities are held only by BEE Compliant Persons, You, the CSDP, the Registered Shareholder, the IH, the IHRS and/or the JSE Member, as the case may be, is/are only permitted to Encumber or record the Encumbrance of those Specified BEE Securities at any time during the existence of This BEE Contract at Your request, provided that:

15.1.1 if the security is realised those Specified BEE Securities must only be Sold to a BEE Compliant Person who/which binds herself/himself/itself to a BEE Contract prior to taking transfer of those Specified BEE Securities; and

15.1.2 the terms of the agreement in respect of such Encumbrance shall expressly provide that if the security is realised those Specified BEE Securities must only be Sold to a BEE Compliant Person who/which binds herself/himself/itself either as a Beneficial Owner or an Own Name Client to a BEE Contract prior to taking transfer of those Specified BEE Securities. You shall procure that a copy of such agreement in respect of such Encumbrance is delivered to the Specified Issuer.

15.2 You warrant in favour of the Specified Issuers that the agreement in respect of such Encumbrance shall contain the required provision referred to in clause 15.1 and that You shall not enter into or permit the entering into of any such agreement without such provision.

16. PROVISIONS APPLICABLe TO OFF MARKeT TRANSFeRS OF YOUR SPeCIFIeD Bee SeCURITIeS

16.1 If You Sell any of the Specified BEE Securities or cause any of the Specified BEE Securities to be Sold Off Market other than to a Specified Issuer’s Nominee, it is Your responsibility to make sure that:

16.1.1 the person to whom/which those Specified BEE Securities are Sold, either being the new Beneficial Owner or an Own Name Client in whose name those Specified BEE Securities are to be registered, is in fact a BEE Compliant Person; and

16.1.2 a BEE Contract is signed by the person to whom/which those Specified BEE Securities are Sold, either being the new Beneficial Owner or an Own Name Client in whose name those Specified BEE Securities are to be registered (unless such new Beneficial Owner or Own Name Client has already signed such a contract), the registered shareholder (only for a new Beneficial Owner), a central securities depository participant and if applicable, a JSE member, and the person with whom the new Beneficial Owner or Own Name Client holds an account for the purposes of, inter alia, managing these Specified BEE Securities, and procure that a copy of such contract is delivered to the Specified Issuer of those Specified BEE Securities.

16.2 You undertake for the duration of This BEE Contract, not to permit the Sale Off Market of any of the Specified BEE Securities or any rights or interests therein, nor to instruct the Registered Shareholder, the CSDP, the JSE Member, the IH or the IHRS, as the case may be, to effect transfer or permit the transfer of those BEE Securities on Your behalf, to any person who/which is not a BEE Compliant Person and who/which has not signed a BEE Contract.

17. BReACH

17.1 If at any time during the existence of This BEE Contract:

17.1.1 You have misrepresented that You are a BEE Compliant Person or have in any way committed a breach of any of the warranties given by You and set out in This BEE Contract;

17.1.2 You breach any of Your obligations set out in clauses 8.2 to 8.10, 12, 14, 15, 16 or 20 of This BEE Contract; or

17.1.3 You have made a fraudulent or untrue statement in This BEE Contract or any documents provided by You to the CSDP, JSE Member, IH, IHRS or the Registered Shareholder,

You shall immediately notify all Specified Issuers, the JSE, the Registered Shareholder, CSDP, JSE Member, IH and IHRS in writing.

17.2 At any time after learning of the occurrence of an event contemplated in clause 17.1, any Specified Issuer (or the Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You the Specified BEE Securities issued by that Specified Issuer by giving You and if You are a Beneficial Owner, the Registered Shareholder written notice, in which event a Sale of those Specified BEE Securities shall be deemed to have been concluded on the following terms and conditions:


17.2.1 those Specified BEE Securities shall be acquired with effect from the day prior to the date of the occurrence of an event contemplated in clause 17.1;

17.2.2 the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as at the date of the occurrence of the relevant event, discounted by the percentage set out in that Specified Issuer’s Additional Terms, if any;

17.2.3 the purchase price as calculated in terms of clause 17.2.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while You were in breach, shall be payable against the registration of those Specified BEE Securities in the name of that Specified Issuer’s Nominee, if the Specified Issuer’s Nominee acquires those Specified BEE Securities, or upon the cancellation of these Specified BEE Securities if the Specified Issuer buys back those Specified BEE Securities;

17.2.4 those Specified BEE Securities and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that:

17.2.4.1 You are the Beneficial Owner, and the Registered Shareholder is the registered holder, of those Specified BEE Securities, or You are an Own Name Client in whose name those Specified BEE Securities are registered, as the case may be; and

17.2.4.2 no person has any right of any nature whatsoever to acquire these Specified BEE Securities.

18. DeATH

18.1 If You are a natural person who dies during the existence of This BEE Contract, then:

18.1.1 the Specified Issuers (or the Specified Issuers’ Nominees) shall not have the right to buy Your Specified BEE Securities issued by those Specified Issuers pursuant to clause 17 even though those Specified BEE Securities as a result may now be held in breach of the requirements of This BEE Contract, unless clause 18.2 applies;

18.1.2 instead of having to do so immediately, the executor of Your estate shall have the additional periods as set out in the Additional Terms of each Specified Issuer in relation to each Specified Issuer’s Specified BEE Securities commencing on the date of Your death, to:

18.1.2.1 transfer the Specified BEE Securities, subject to compliance with clause 16, to Your heir/s provided that such heir/s is/are a BEE Compliant Person/s; or

18.1.2.2 Sell the Specified BEE Securities to any BEE Compliant Person,

and the executor of Your estate shall instruct the Registered Shareholder to take whatever steps are necessary, and the Registered Shareholder shall be obliged to take such steps, in order to effect any such transfer or Sale of the Specified BEE Securities, as the case may be.

18.2 If the executor of Your estate and/or the Registered Shareholder have not complied with their obligations in clause 18.1 as regards Specified BEE Securities of

a particular Specified Issuer, that Specified Issuer (or that Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from the executor of Your estate those Specified BEE Securities by written notice to the executor of Your estate and the Registered Shareholder, in which event a Sale of those Specified BEE Securities shall be deemed to have been concluded on the following terms and conditions:

18.2.1 those Specified BEE Securities shall be acquired with effect from the day prior to the date of Your death;

18.2.2 the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as at the date of the written notice from that Specified Issuer (or the Specified Issuer’s Nominee) to the executor of Your estate and the Registered Shareholder, discounted by the percentage set out in that Specified Issuer’s Additional Terms, if any or as applicable;

18.2.3 the purchase price as calculated in terms of clause 18.2.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while the executor of Your estate and/or the Registered Shareholder was in breach of clause 18.1.2, shall be payable against the registration of those Specified BEE Securities in the name of that Specified Issuer’s Nominee or upon the cancellation of those Specified BEE Securities;

18.2.4 those Specified BEE Securities shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that:

18.2.4.1 Your executor is the Beneficial Owner, and the Registered Shareholder is the registered holder, of these Specified BEE Securities, or Your executor is an Own Name Client in whose name those Specified BEE Securities are registered, as the case may be; and

18.2.4.2 no person has any right of any nature whatsoever to acquire those Specified BEE Securities.

18.3 If You are not a natural person and any of Your shareholders, members, participants or beneficiaries die, as a result of which, during the existence of This BEE Contract, You are no longer a BEE Compliant Person, then:

18.3.1 the Specified Issuers (or the Specified Issuers’ Nominees) shall not have the right to buy the Specified BEE Securities issued by those Specified Issuers pursuant to clause 17 even though those Specified BEE Securities as a result may now be held in breach of the requirements of This BEE Contract unless clause 18.4 applies;

18.3.2 instead of having to remedy the breach caused by the death immediately, You shall have the additional periods as set out in the Additional Terms of each Specified Issuer in relation to each Specified Issuer’s Specified BEE Securities commencing on the date of the death to Sell the Specified BEE Securities to a BEE Compliant Person and instruct the Registered Shareholder to take whatever steps are necessary, and the Registered Shareholder shall be obliged to take such steps, in order to give effect to any such Sale of the Specified BEE Securities by effecting


transfer of each Specified Issuer’s Specified BEE Securities out of the account in the name of the Registered Shareholder into an account in the name of the registered shareholder of that BEE Compliant Person.

18.4 If the Specified BEE Securities of a particular Specified Issuer have not been Sold or the breach caused by the death has not otherwise been remedied within the additional period as set out in the Additional Terms of a particular Specified Issuer commencing on the date of the death in question, that Specified Issuer (or that Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You those Specified BEE Securities which that Specified Issuer has issued by giving You (if not a natural person) and the Registered Shareholder written notice, in which event a Sale of those Specified BEE Securities shall be deemed to have been concluded on the following terms and conditions:

18.4.1 those Specified BEE Securities shall be acquired with effect from the day prior to the date of the death in question;

18.4.2 the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as at the date of the written notice from the Specified Issuer (or the Specified Issuer’s Nominee) to You (if not a natural person) and the Registered Shareholder, discounted by the percentage as set out in the Additional Terms of that Specified Issuer, if any or as applicable;

18.4.3 the purchase price as calculated in terms of clause 18.4.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit during the period in which You have been in breach of clause 18.3.2, shall be payable against the registration of those Specified BEE Securities in the name of that Specified Issuer’s Nominee or upon the cancellation of those Specified BEE Securities;




19. INVOLUNTARY INSOLVeNCY/LIQUIDATION

19.1 If You are a natural person who is involuntarily sequestrated (whether provisionally or finally), during the existence of This BEE Contract, then:


19.1.2 instead of having to do so immediately, the trustee shall have the additional periods as set out in the Additional Terms of each Specified Issuer in relation to each Specified Issuer’s Specified BEE Securities commencing on the date of Your provisional sequestration, to Sell the Specified BEE Securities, subject to compliance with clause 16, to any BEE Compliant Person and the trustee shall instruct the Registered Shareholder to take whatever steps are necessary, and the Registered Shareholder shall be obliged to take such steps, in order to give effect any such Sale of the Specified BEE Securities by effecting transfer of each Specified Issuer’s Specified BEE Securities out of the account in the name of the Registered Shareholder into an account in the name of the registered shareholder of that BEE Compliant Person.

19.2 If the trustee and/or the Registered Shareholder have not complied with their obligations in clause 19.1 as regards Specified BEE Securities of a particular Specified Issuer, that Specified Issuer (or that Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You those Specified BEE Securities by written notice to the trustee and the Registered Shareholder, in which event a Sale of those Specified BEE Securities shall be deemed to have been concluded on the following terms and conditions:

19.2.1 those Specified BEE Securities shall be acquired with effect from the day prior to Your provisional sequestration;

19.2.2 the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as at the date of the written notice from that Specified Issuer (or the Specified Issuer’s Nominee) to the trustee and the Registered Shareholder, discounted by the percentage set out in the Additional Terms of that Specified Issuer, if any or as applicable;

19.2.3 the purchase price as calculated in terms of clause 19.2.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while the trustee and/or the Registered Shareholder was in breach of clause 19.1.2, shall be payable against the registration of those Specified BEE Securities in the name of that Specified Issuer’s Nominee or upon the cancellation of those Specified BEE Securities;




19.3 If You are not a natural person and either You or any of Your shareholders, members, participants or beneficiaries are involuntarily liquidated (provisionally or finally), as a result of which, during the existence of This BEE Contract, You are no longer a BEE Compliant Person, then:



19.3.2 if it is not possible for the breach to be remedied, Your liquidator or You (if any of Your shareholders, members, participants or beneficiaries are involuntarily liquidated), as the case may be, can Sell the Specified BEE Securities to a BEE Compliant Person;

19.3.3 instead of having to do so immediately, Your liquidator or You, as the case may be, and the Registered Shareholder shall have the additional periods as set out in the Additional Terms of each Specified Issuer in relation to each Specified Issuer’s Specified BEE Securities commencing on the date of Your or Your shareholder’s, member’s, participant’s or beneficiary’s provisional liquidation, to Sell the Specified BEE Securities to any BEE Compliant Person and Your liquidator or You, as the case may be, shall instruct the Registered Shareholder to take whatever steps are necessary, and the Registered Shareholder shall be obliged to take such steps, in order to effect any such Sale of the Specified BEE Securities.

19.4 If the Specified BEE Securities have not been Sold or the breach caused by the liquidation has not otherwise been remedied within the additional period as set out in the Additional Terms of a particular Specified Issuer commencing on the date of Your or Your shareholder’s, member’s, participant’s or beneficiary’s involuntary liquidation, that Specified Issuer (or that Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You those Specified BEE Securities which that Specified Issuer has issued by giving Your liquidator or You, as the case may be, and the Registered Shareholder written notice, in which event a Sale of those Specified BEE Securities shall be deemed to have been concluded on the following term and conditions:

19.4.1 those Specified BEE Securities shall be acquired with effect from the day prior to Your or Your shareholder’s, member’s, participant’s or beneficiary’s provisional liquidation;

19.4.2 the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as at the date of the written notice from that Specified Issuer (or the Specified Issuer’s Nominee) to Your liquidator or You, as the case may be, and the Registered Shareholder, discounted by the percentage set out in the Additional Terms of each Specified Issuer, if any or as applicable;

19.4.3 the purchase price as calculated in terms of clause 19.4.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while Your liquidator or You, as the case may be, and/or the Registered Shareholder was in breach of clause 19.3.2, shall be payable against the registration of those

Specified BEE Securities in the name of that Specified Issuer’s Nominee or upon the cancellation of those Specified BEE Securities;




20. OBLIGATION ON ReGISTeReD SHAReHOLDeR TO PROCURe TRANSFeR OF SPeCIFIeD Bee SeCURITIeS

In respect of clauses 17.2, 18.2, 18.4, 19.2, 19.4 and 24.2, the Registered Shareholder will be obliged within 10 (ten) days after receipt of notice from a Specified Issuer, to instruct the CSDP to effect transfer of the Specified BEE Securities issued by that Specified Issuer out of the account in the name of the Registered Shareholder into an account in the name of that Specified Issuer’s Nominee, unless the Specified Issuer has elected itself to buy back those Specified BEE Securities.

21. INDeMNITY

21.1 By virtue of You having purchased Specified BEE Securities on the BEE Segment during the existence of This BEE Contract, You indemnify the Registered Shareholder, JSE Member, CSDP, the IH and IHRS and their directors, employees, servants, agents or contractors or other persons for whom in law they may be liable against:

21.1.1 any claims, demands, actions or proceedings made or instituted against the Registered Shareholder, JSE Member, CSDP, IH or IHRS by any person including Specified Issuers; and

21.1.2 any loss or damage of any kind suffered by any person in the event that the Registered Shareholder, JSE Member, CSDP, IH or IHRS should breach any of the JSE’s Equities Rules and Directives applicable to the BEE Segment or the provisions of This BEE Contract,

as a consequence of any act or omission on Your part, including Your breach of any provisions of This BEE Contract or the JSE’s Equities Rules and Directives.

21.2 You waive against the directors, employees, servants, agents or contractors of the Registered Shareholder, JSE Member, CSDP, IH and IHRS, or other persons for whom in law the Registered Shareholder, JSE Member, CSDP, IH or IHRS may be liable any claims which You may have if the Registered Shareholder permits any of the Specified BEE Securities to be Sold to any Specified Issuer’s Nominee in accordance with clauses 17.2, 18.2, 18.4, 19.2, 19.4 or 24.2, as a consequence of any breach by You of the provisions of This BEE Contract or the JSE’s Equities Rules and Directives.


21.3 Clauses 21.1 and 21.2 constitute stipulatio alteri for the benefit of the directors, employees, servants, agents or contractors of the Registered Shareholder, JSE Member, CSDP, IH and IHRS or other persons for whom in law the Registered Shareholder, JSE Member, CSDP, IH or IHRS may be liable, which they will be entitled to accept at any time by notifying You in writing of their acceptance.

21.4 You, the JSE Member, CSDP, IH and IHRS acknowledge that the Registered Shareholder is obliged to instruct the CSDP to effect the necessary transfers of Specified BEE Securities issued by a particular Specified Issuer out of the account in the name of the Registered Shareholder into an account in the name of that Specified Issuer’s Nominee in order to give effect to any Sale referred to in clauses 20 and 25.

PART D: Provisions which apply only whilst specified securities are beneficially owned by you or registered in your name as an own name client and which are relevant to a specified issuer and its specified Bee Securities

22. UNDeRTAKING

The CSDP, Registered Shareholder, JSE Member, IH or IHRS, whichever holds the original signed copy of This BEE Contract, undertakes in favour of each Specified Issuer at that Specified Issuer’s cost:

22.1 to furnish a copy of This BEE Contract within 5 (five) days of request, to the JSE at the JSE’s request if the first acquisition by You of Specified BEE Securities is On Market, and to the CSDP, at the CSDP’s request if the first acquisition by You of Specified BEE Securities is Off Market, as the case may be, so that the JSE or the CSDP, as the case may be, can notify the Specified Issuers whose Specified BEE Securities have been acquired, that a BEE Contract has been concluded; and

22.2 to furnish a notarial copy of This BEE Contract, or procure that a notarial copy of This BEE Contract is furnished, to a Specified Issuer within 10 (ten) days of a Specified Issuer’s written request to the Registered Shareholder, if a Specified Issuer requires such notarial copy in order to enforce This BEE Contract in a court of law.

23. ACCeSS TO INFORMATION

23.1 You consent to any of the Specified Issuer, the Specified Issuer’s Nominee, the Registered Shareholder, JSE Member, CSDP, IH or IHRS furnishing This BEE Contract and any information, whether oral or written, relating to Your holding of Your Specified BEE Securities and any Encumbrances over Your Specified BEE Securities, to any person (including the JSE) for the purposes of enabling it to:

23.1.1 exercise any rights which it may have; or

23.1.2 discharge any obligations which it may have,

in terms of, inter alia, any applicable law, the JSE Equities Rules and Directives, the JSE Listings Requirements, the constitutional documents of the Issuer, This BEE Contract or any other agreement concluded by any of them.

23.2 You also consent to the JSE (in whose favour this clause constitutes a stipulation for the benefit of a third party which is open for its acceptance) using any information furnished to it pursuant to clause 23.1 for such purposes as it may deem appropriate.

24. BReACH

24.1 If at any time during the existence of This BEE Contract:

24.1.1 You breach any of Your obligations set out in clauses 8.2, 14.2, 22 or 25 in relation to a Specified Issuer or clauses 15 (if applicable) or 16 in relation to Specified BEE Securities issued by a particular Specified Issuer; or

24.1.2 You have made a fraudulent or untrue statement in This BEE Contract or any documents provided by You to a Specified Issuer,

You shall immediately notify that Specified Issuer in writing.

24.2 At any time after learning of the occurrence of an event contemplated in clause 24.1, that Specified Issuer (or the Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You the Specified BEE Securities issued by that particular Specified Issuer by giving You and the Registered Shareholder written notice, in which event a Sale of those Specified BEE Securities shall be deemed to have been concluded on the following terms and conditions:

24.2.1 those Specified BEE Securities shall be acquired with effect from the day prior to the date of the occurrence of an event contemplated in clause 24.1;

24.2.2 the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as at the date of the occurrence of the relevant event, discounted by the percentage set out in that Specified Issuer’s Additional Terms, if any;

24.2.3 the purchase price as calculated in terms of clause 24.2.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while You were in breach, shall be payable against the registration of those Specified BEE Securities in the name of that Specified Issuer’s Nominee, if that Specified Issuer’s Nominee acquires those Specified BEE Securities, or upon the cancellation of these Specified BEE Securities if that Specified Issuer buys back those Specified BEE Securities;





25. OBLIGATION ON ReGISTeReD SHAReHOLDeR TO PROCURe TRANSFeR OF SPeCIFIeD Bee SeCURITIeS

In respect of clause 24.2, the Registered Shareholder will be obliged within 10 (ten) days after receipt of notice from that Specified Issuer, to instruct the CSDP to effect transfer of the Specified BEE Securities issued by that Specified Issuer out of the account in the name of the Registered Shareholder into an account in the name of that Specified Issuer’s Nominee.

PART e: Miscellaneous

26. RIGHTS FOR THe BeNeFIT OF THe SPeCIFIeD ISSUeR AND THe SPeCIFIeD ISSUeR’S NOMINee

The provisions of This BEE Contract, save for clauses 11, 12 and 21, constitute a stipulatio alteri for the benefit of each of the Specified Issuers and each of the Specified Issuers’ Nominees, which any of them will be entitled to accept at any time. Notwithstanding the fact that there will be many Specified Issuers which will be parties to This BEE Contract, in the event that a Specified Issuer wants to accept the benefits under This BEE Contract, that Specified Issuer shall not be obliged to notify the other Specified Issuers of such acceptance.

27. ADDReSS FOR SeRVICe

27.1 The parties choose as their addresses for service for all purposes under This BEE Contract, whether in respect of court process, notices or other documents or communications of whatsoever nature, the addresses set out in the cover page of This BEE Contract. The Issuer chooses its registered office as its address for service for all purposes under This BEE Contract, whether in respect of court process, notices or other documents or communications of whatsoever nature, but in the case of notices they shall be marked for the attention of the company secretary.

27.2 Any notice or communication required or permitted to be given in terms of This BEE Contract shall be valid and effective only if in writing, whether delivered by hand, by post, by telefax or electronically.

27.3 Any party may by notice to the other parties change the physical address chosen as its address for service to another physical address where postal delivery occurs in the Republic of South Africa or its postal address, telefax number or e-mail address provided that the change shall become effective on the 7th (seventh) business day from the deemed receipt of the notice by the other parties.


27.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to its chosen address for service shall be deemed to have been received on the 7th (seventh) business day after posting (unless the contrary is proved);


27.4.3 sent by telefax to its chosen telefax number shall be deemed to have been received on the date of despatch (unless the contrary is proved); or

27.4.4 sent electronically to its chosen e-mail address, shall be deemed to have been received on the date of despatch (unless the contrary is proved).

27.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it, notwithstanding that it was not sent to or delivered at its chosen address for service.

28. eXTeNSION OF TIMe, WAIVeR OR ReLAXATION

No extension of time or waiver or relaxation of any of the provisions or terms of This BEE Contract or any contract, bill of exchange or other document issued or executed pursuant to or in terms of This BEE Contract, which is furnished by any Specified Issuer, shall operate as an estoppel against any party in respect of its rights under This BEE Contract, nor shall it operate so as to preclude such party (save as to any extension, waiver or relaxation actually given) thereafter from exercising its rights strictly in accordance with This BEE Contract.

29. CeSSION

29.1 A Specified Issuer shall be entitled at any time and without consent of the parties to This BEE Contract to cede all or any of its rights and delegate all or any of its obligations in terms of This BEE Contract to any third party whomsoever.

29.2 Each of the CSDP and the JSE Member shall be entitled to assign all of its rights and obligations in terms of This BEE Contract as an indivisible whole (provided that includes any liabilities under This BEE Contract which may have arisen prior to such assignment) to any successor-in-title to that CSDP’s business or JSE Member’s business, as the case may be, provided that successor-in-title to that CSDP’s business or JSE Member’s business, as the case may be, has signed a contract in the form of This BEE Contract.

29.3 Save for a Specified Issuer, the CSDP and the JSE Member, the parties to This BEE Contract shall not be entitled to cede any of their rights or delegate any of their obligations in terms of This BEE Contract to any person whomsoever.

30. AMeNDMeNT

You, the Registered Shareholder, the CSDP, the JSE Member, IH and the IHRS agree that This BEE Contract cannot be amended by any of you without the prior written consent of all the Specified Issuers.


31. eXeCUTION IN COUNTeRPARTS

This BEE Contract may be executed in several counterparts, each of which shall together constitute one and the same instrument.

32. ADDITIONAL TeRMS

By placing Your signature in the space provided below* You warrant that You:

32.1 acknowledge and understand that This Bee Contract comprises:

32.1.1 the generic terms set forth in This Bee Contract; and

32.1.2 as regards each Specified Issuer, its Additional Terms which form an integral part of This Bee Contract;

32.2 acknowledge and confirm that You have read and understood, and are bound by, the generic terms set forth in This Bee Contract and the Additional Terms specific to each Issuer whose Bee Securities are already listed on the Bee Segment;

32.3 acknowledge and confirm that in respect of any Bee Securities which are to be listed on the Bee Segment after Your signature of This Bee Contract, You will read that Issuer’s Additional Terms before You acquire that Issuer’s Bee Securities and by trading in such Specified Bee Securities You agree that You will be bound by such Additional Terms as an integral part of This Bee Contract.

* (”YOU”)13

Signature

Who warrants that he/she is duly authorised thereto if signing on behalf of an entity

Name

Date

Place

Witness

Witness

(”IH”)14

Signature


Name

Date

Place

Witness

Witness

(”IHRS”)15

Signature


Name

Date

Place

Witness

Witness

13 The Beneficial Owner always has to sign This BEE Contract as the party defined as “You” and in that case, the nominee of such Beneficial Owner, in whose name the BEE Securities are registered, must sign as the Registered Shareholder. Own Name Clients to sign This BEE Contract as the party defined as “You” and in addition as the Registered Shareholder.

14 There may not always be an IH which is a party to This BEE Contract. The IH will sign as IH, but not as Registered Shareholder.15 There may not always be an IHRS which is a party to This BEE Contract. The IHRS will sign as IHRS, but not as Registered Shareholder.


(”JSe MeMBeR”)16

Signature


Name

Date

Place

Witness

Witness

(”ReGISTeReD SHAReHOLDeR”)17

Signature


Name

Date

Place

Witness

Witness

(”CSDP”)18

Signature


Name

Date

Place

Witness

Witness

16 There may not always be a JSE Member which is a party to This BEE Contract. The JSE Member will sign as JSE Member and as Registered Shareholder, if applicable.

17 The Registered Shareholder always has to sign This BEE Contract. Own Name Clients to sign as Registered Shareholder and as the party defined as “You”.

18 The CSDP will sign This BEE Contract as CSDP and as Registered Shareholder to the extent that the party defined as “You” is a non-controlled client of the CSDP or a client of the IH which IH is a non-controlled client of the CSDP. The CSDP will sign This BEE Contract as CSDP to the extent that the party defined as “You” is an Own Name Client.


Annexure A – Checks in relation to You

Checks P(Tickbox)

A. Natural persons

1. BEE Contract signed by:

1.1 • You

1.2 • other relevant persons who should be parties to that BEE Contract

2. You have inserted in BEE Contract under Your name, Your identity number

3. Your name and identity number as inserted in BEE Contract is identical to that on the Extract

4. Extract (certified copy or copy of certified copy) either reflects that You were born in South Africa or that the identity book was issued prior to 27 April 1994 and if not, that You have attested to a Naturalisation Affidavit;

B. Persons other than natural persons


1.1 • You

1.2 • other relevant persons who/which should be parties to that BEE Contract

2. the person who/which signs the BEE Contract on Your behalf is duly authorised to do so (request copy of an authorising resolution)

3. You have inserted under Your name, Your registration number or IT reference number, as the case may be

4. Your name and registration number or IT reference number, as the case may be, is identical to that on the BEE Certificate (original or copy)

5. BEE Certificate is unexpired

6. BEE Certificate indicates that exercisable voting rights and economic interest in the hands of BEE Compliant Persons is greater than 50% in both cases (using only the flow through principle)

Annexure B – extract of Identity Document[to be attached when This Bee Contract is signed]


Annexure C – Naturalisation Affidavit

AFFIDAVIT FOR A NATURAL PeRSON

I, the undersigned,

(Full names)

(South African Identity Number)

hereby declare under oath as follows, that:

1 I am a “Black Person” as defined in the Broad-Based Black Economic Empowerment Codes of Good Practice gazetted from time to time under the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as this definition of interpreted by the courts from time to time;

2 #I became a South African citizen by birth/descent before the commencement date of the constitution of the Republic of South Africa Act of 1993, being prior to 27 April 1994;

3 #I became a South African citizen by naturalisation before the commencement date of the constitution of the Republic of South Africa Act of 1993, being prior to 27 April 1994;

4 #I became a South African citizen by naturalisation after the commencement date of the constitution of the Republic of South Africa Act of 1993, being prior to 27 April 1994, but I would have qualified for South African naturalisation prior to 27 April 1994 in the absence of the laws governing the apartheid regime;

5 the certified copy of my identity document attached to this affidavit is true and complete and is verifiable proof of the above declarations.

#Delete if not applicable

[FULL NAMe OF DePONeNT]

I certify that the deponent has acknowledged that he/she knows and understands the contents of this affidavit, that he/she has no objection to taking the prescribed oath and that he/she considers it binding upon his/her conscience.

Thus signed and sworn to before me at [Place] on [Date]

COMMISSIONeR OF OATHS

FULL NAMES:

DESIGNATION:

STREET ADDRESS:

Annexure D – Bee Certificate[to be attached when This Bee Contract is signed]


Annexure 3

Provisions of the Issuers-Participants Contract ISSUERS-PARTICIPANTS CONTRACT


("the first Issuer whose BEE Securities are listed on the BEE Segment")(insert full name)


Physical address:

Postal address:

Telefax:

email:

Attention:

and

(insert full name of “Absa”)


Physical address:

Postal address:

Telefax:

email:

Attention:


(insert full name of “Computershare”)


Physical address:

Postal address:

Telefax:

email:

Attention:

and

(insert full name of “FNB”)


Physical address:

Postal address:

Telefax:

email:

Attention:

and

(insert full name of “Nedbank”)

(insert registration number)Physical address:

Postal address:

Telefax:

email:

Attention:


(insert full name of “Societe Generale”)


Physical address:

Postal address:

Telefax:

email:

Attention:

and

(insert full name of “Standard Bank”)


Physical address:

Postal address:

Telefax:

email:

Attention:

and

THOSE ISSUERS AND PARTICIPANTS WHO BIND THEMSELVES TO THIS CONTRACT BY SIGNING AN ISSUER DEED OF ADHERENCE OR PARTICIPANT DEED OF ADHERENCE, AS THE CASE MAY BE,

in terms of which the parties agree to the terms set forth in this contract.


1. INTERPRETATION1.1 All the words and expressions denoted with an initial capital letter used in this contract and not defined in this

contract shall, for the purposes of this contract, have the meanings assigned to such words and expressions in the rules of the CSD.

1.2 The following terms shall have the following meanings:

1.2.1 "Additional Terms" means the terms specific to an Issuer’s BEE Securities and which are contained in the Constitution of an Issuer under the heading “Additional Terms of BEE Contract”;

1.2.2 "Beneficial Owner" means, in respect of an Issuer’s BEE Securities, a person in whom the benefits of the bundle of rights attaching to an Issuer’s BEE Securities vest, which is typically evidenced by one or more of the following:

1.2.2.1 the right or entitlement to receive any dividend or interest payable in respect of such Issuer’s BEE Securities;

1.2.2.2 the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting, conversion, redemption or other rights attached to that Issuer’s BEE Securities;

1.2.2.3 the right to dispose or direct the disposition of that Issuer’s BEE Securities, or any part of a distribution in respect of that Issuer’s BEE Securities and to have the benefit of the proceeds,

whose BEE Securities are held in the name of the Registered Shareholder acting as a Nominee for that person and “Beneficially Own” and “Beneficial Ownership” shall be construed accordingly;

1.2.3 "BEE Segment" means a segment of the JSE’s main board where an Issuer has listed its BEE Securities and where trading in BEE Securities is restricted to BEE Compliant Persons;

1.2.4 "Companies Act" means the Companies Act, 1973, as amended from time to time, or the Companies Act, 2008, when it comes into operation;

1.2.5 "Constitution" means the articles of association of an Issuer and when the Companies Act, 2008 comes into force means the Memorandum of Incorporation of an Issuer;

1.2.6 "CSD" means Strate Limited, registration number 1998/022242/06, or its successor-in-title as a licensed central securities depository in terms of the Act;

1.2.7 "Encumbrance" means any encumbrance or any other arrangement which has a similar effect as the granting of security;

1.2.8 "Extract" means in respect of a proposed Beneficial Owner of the Issuer’s BEE Securities or an Own Name Client in whose name the Issuer’s BEE Securities are registered, who is a natural person, a certified copy (or a copy of a certified copy) of an extract from the identity book of that natural person which is attached as an annexure to the BEE Contract relating to that natural person and which either reflects that that person was born in South Africa or alternatively that the identity book was issued prior to 27 April 1994;

1.2.9 "IH" means intermediate holder, being an intermediary with which a Beneficial Owner or an Own Name Client holds an account for the purposes of, inter alia, managing that Beneficial Owner’s or Own Name Client’s BEE Securities, but which is not the Registered Shareholder of those BEE Securities;

1.2.10 “IHRS" means intermediate holder, which is also the Registered Shareholder, being a Nominee with which a Beneficial Owner holds an account for the purposes of, inter alia, managing that Beneficial Owner’s BEE Securities;

1.2.11 "Issuer" means from time to time any company which intends to list or has listed its BEE Securities on the BEE Segment;

1.2.12 "Issuer Deed of Adherence" means a deed of adherence to this contract in the form attached as Annexure A, to be signed by any Issuer, which is not a party to this contract, prior to the listing of that Issuer’s BEE Securities on the BEE Segment;

1.2.13 "Issuer’s BEE Securities" means the BEE Securities of an Issuer which are listed on the BEE Segment;

1.2.14 "Issuer’s Nominee" means a person nominated by an Issuer to acquire the BEE Securities issued by that Issuer in the following circumstances contemplated in the BEE Contract:

1.2.14.1 breaches of the BEE Contract by a Beneficial Owner of the Issuer’s BEE Securities or an Own Name Client in whose name the Issuer’s BEE Securities are registered; and/or

1.2.14.2 death and involuntary insolvency/liquidation in relation to a Beneficial Owner of the Issuer’s BEE Securities or an Own Name Client in whose name the Issuer’s BEE Securities are registered;

1.2.15 "JSE" means JSE Limited (registration number 2005/022939/06) (or its successor body);

1.2.16 "Nominee" means a person which acts as the registered holder of BEE Securities and manages an interest in BEE Securities on behalf of other persons, and which has been approved by:

1.2.16.1 an exchange in terms of section 36(1)(a) of the Act;


1.2.16.2 the Registrar of Securities Services in terms of section 36(2) of the Act; or

1.2.16.3 a central securities depository (as defined in the Act) in terms of section 36(1)(b) of the Act;

1.2.17 "Own Name Client" means a person whose own name is on the main register of an Issuer kept in terms of the Companies Act and in whom/which the benefits of the bundle of rights attaching to the equity securities so registered in his/her/its name vest, which is typically evidenced by one or more of the following:

1.2.17.1 the right or entitlement to receive any dividend or interest payable in respect of those equity securities;

1.2.17.2 the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting, conversion, redemption or other rights attached to those equity securities;

1.2.17.3 the right to dispose or direct the disposition of those equity securities, or any part of a distribution in respect of those equity securities and to have the benefit of the proceeds;

1.2.18 "Participants" means collectively, those persons that hold or will hold in custody and administer BEE Securities or an interest in BEE Securities and that have been accepted in terms of section 34 of the Act by the CSD as a Participant in the CSD;

1.2.19 "Participant Deed of Adherence" means a deed of adherence to this contract in the form attached as Annexure B, to be signed by any Participant, which is not a party to this contract;

1.2.20 "Registered Shareholder" means, as the context requires:

1.2.20.1 the person in whose name all or some of a Beneficial Owner’s BEE Securities are registered; or

1.2.20.2 an Own Name Client of a Participant in whose name the Issuer’s BEE Securities are registered;

1.2.21 "Sell" means sell or otherwise dispose of or transfer (including, but without limiting the generality of the aforegoing, by way of donation or dividend or distribution of assets).

1.3 Any reference in this contract to the Participants shall if any of the Participants are liquidated be applicable also to and binding upon that Participant’s liquidator.

1.4 The rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply.

1.5 Notwithstanding that more than one Issuer may become a party to this contract by signing an Issuer Deed of Adherence, the parties agree that this contract will be treated as a separate contract between a particular Issuer and each of the Participants to this contract (as if none of such other Issuers were parties to it).

2. DURATION2.1 This contract shall remain in force until the end of the last remaining empowerment period of all Issuers; the

“empowerment period” being the period specified as such in that Issuer’s Additional Terms, during which period that Issuer’s BEE Securities are required to be Beneficially Owned by, or registered in the names of Own Name Clients who are, BEE Compliant Persons.

2.2 Notwithstanding the provisions of clause 2.1, the expiration or termination of this contract shall not affect such of the provisions of this contract as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

3. UNDERTAKINGS3.1 The relevant Participant undertakes in favour of each Issuer, that the Participant will check the following as regards

the Participant’s non-controlled client which is an IHRS whose client in turn is the proposed Beneficial Owner of that Issuer’s BEE Securities, namely that the IHRS has, unless that proposed Beneficial Owner has previously signed a BEE Contract on which the checks contemplated in clauses 3.1.1 to 3.1.3 have been carried out by the Participant or any other Participant:

3.1.1 performed the applicable checks in Annexure C, depending on whether the proposed Beneficial Owner is a natural person or a person other than a natural person. A Participant does not have to satisfy itself that the proposed Beneficial Owner who is a signatory to a BEE Contract is in fact that person;

3.1.2 signed a BEE Contract in its capacity as Nominee and Registered Shareholder; and

3.1.3 retained the signed original version of the BEE Contract.

3.2 Each Participant undertakes not to cause or assist the Beneficial Owner of an Issuer’s BEE Securities, or an Own Name Client in whose name an Issuer’s BEE Securities are registered, to take any action or omit to take any action which would result in such Beneficial Owner or Own Name Client being in breach of any of its obligations under the relevant BEE Contract to which it is a party.

3.3 To the extent that an Issuer becomes entitled in relation to a particular Beneficial Owner’s or Own Name Client’s holding of that Issuer’s BEE Securities under the provisions of the BEE Contract to require such Issuer’s BEE


Securities be transferred to the Issuer’s Nominee, and that Issuer elects to exercise such right, a Participant shall when so requested by either the relevant Registered Shareholder of those BEE Securities or that Issuer, effect transfer of those BEE Securities out of the account in the name of the Registered Shareholder into an account in the name of that Issuer’s Nominee.

4. PLEDGES AND OTHER ENCUMBRANCESIf an Encumbrance has been recorded against any BEE Securities, the Participant must ensure before transferring those BEE Securities in terms of the Encumbrance, that they are only transferred to a BEE Compliant Person, who binds herself/himself/itself to a BEE Contract prior to taking transfer of those BEE Securities.

5. PROVISIONS APPLICABLE TO OFF MARKET TRANSFERS OF BEE SECURITIESIn respect of an off-market transfer of BEE Securities, each of the Participants undertakes not to effect an entry in the account of the proposed new Registered Shareholder of the BEE Securities unless:

5.1 the proposed new Registered Shareholder either:

5.1.1 as an Own Name Client, is himself/herself/itself a BEE Compliant Person; or

5.1.2 will hold the BEE Securities for and on behalf of a Beneficial Owner who is a BEE Compliant Person; and

5.2 the requisite BEE Contract has been signed by the proposed new Registered Shareholder and the Beneficial Owner or an Own Name Client in whose name those BEE Securities are to be registered (unless such new Beneficial Owner or Own Name Client has already signed such a contract) and the other relevant parties thereto.

6. ADDRESS FOR SERVICE6.1 The parties choose as their addresses for service for all purposes under this contract, whether in respect of court

process, notices or other documents or communications of whatsoever nature, the addresses set out in the cover pages of this contract.

6.2 Any notice or communication required or permitted to be given in terms of this contract shall be valid and effective only if in writing, whether delivered by hand, by post, by telefax or electronically.

6.3 Any party may by notice to the other parties change the physical address chosen as its address for service to another physical address where postal delivery occurs in the Republic of South Africa or its postal address, telefax number or e-mail address provided that the change shall become effective on the 7th (seventh) business day from the deemed receipt of the notice by the other parties.


6.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to its chosen address for service shall be deemed to have been received on the 7th (seventh) business day after posting (unless the contrary is proved);


6.4.3 sent by telefax to its chosen telefax number shall be deemed to have been received on the date of despatch (unless the contrary is proved); or

6.4.4 sent electronically to its chosen e-mail address, shall be deemed to have been received on the date of despatch (unless the contrary is proved).


7. EXTENSION OF TIME, WAIVER OR RELAXATIONNo extension of time or waiver or relaxation of any of the provisions or terms of this contract or any contract, bill of exchange or other document issued or executed pursuant to or in terms of this contract, which is furnished by the Issuer, shall operate as an estoppel against any party in respect of its rights under this contract, nor shall it operate so as to preclude such party (save as to any extension, waiver or relaxation actually given) thereafter from exercising its rights strictly in accordance with this contract.

8. CESSIONA Participant shall be entitled to assign all of its rights and obligations in terms of this contract as an indivisible whole (provided that includes any liabilities under this contract which may have arisen prior to such assignment) to another Participant, provided that the Participant assigning such rights and obligations ensures that the Participant to which the assignment is made has signed a Participant Deed of Adherence1.

1 A deed of adherence to this contract in the form attached as Annexure B.


For (“ISSUER”)

Signature:

who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

Witness:

Witness:

For (“ABSA”)

Signature:


Name:

Date:

Place:

Witness:

Witness:

For (“COMPUTERSHARE”)

Signature:


Name:

Date:

Place:

Witness:

Witness:

For (“FNB”)

Signature:

who warrants that he/she is duly authorised thereto

Name:

Date:

Place:

Witness:

Witness:

For (“NEDBANK”)

Signature:


Name:

Date:

Place:

Witness:

Witness:


For (“SOCIETE GENERALE”)

Signature:


Name:

Date:

Place:

Witness:

Witness:

For (“STANDARD BANK”)

Signature:


Name:

Date:

Place:

Witness:

Witness:


Annexure A – Issuer Deed of Adherence

DEED OF ADHERENCE TO THE ISSUERS-PARTICIPANTS CONTRACT SIGNED ON [•]

entered into by

("the New Issuer") (insert full name)

(insert registration number)1. Unless a contrary intention clearly appears, all the words and expressions denoted with an initial capital letter used in

this deed of adherence and which are defined in the Issuers-Participants Contract shall, for the purposes of this deed of adherence, have the meaning assigned to such words and expressions in the Issuers-Participants Contract.

2. By signing this deed of adherence, New Issuer: 2.1. acknowledges having been given a copy of the Issuers-Participants Contract; 2.2. agrees in favour of each Issuer and the Participants to become a party to and be bound by the provisions of the

Issuers-Participants Contract with effect from date of signature hereof.3. New Issuer chooses as its domicilium citandi et executandi for the purposes of the Issuers-Participants Contract the

following:

Physical address Physical address Telefax: emailAttention

For

Signature:


Name:

Date:

Place:

Witness:

Witness:


Annexure B - Participant Deed of Adherence DEED OF ADHERENCE TO THE ISSUERS-PARTICIPANTS CONTRACT SIGNED ON [•]

entered into by

("the New Participant") (insert full name)


1. Unless a contrary intention clearly appears, all the words and expressions denoted with an initial capital letter used in this deed of adherence and which are defined in the Issuers-Participants Contract shall, for the purposes of this deed of adherence, have the meaning assigned to such words and expressions in the Issuers-Participants Contract.

2. By signing this deed of adherence, New Participant: 2.1. acknowledges having been given a copy of the Issuers-Participants Contract; 2.2. agrees in favour of each Issuer and the Participants to become a party to and be bound by the provisions of the

Issuers-Participants Contract with effect from date of signature hereof.3. New Participant chooses as its domicilium citandi et executandi for the purposes of the Issuers-Participants Contract the

following:

Physical address

Physical address

Telefax:

email

Attention

For

Signature:


Name:

Date:

Place:

Witness:

Witness:


Annexure C – Checks for Beneficial OwnersChecks P (Tickbox)

A. Natural persons


1.1 •Beneficial Owner (a Participant does not have to satisfy itself that the signatory is in fact that person)

1.2 •other relevant persons who should be parties to that BEE Contract

2. Beneficial Owner has inserted in BEE Contract under his/her name, his/her identity number

3. Beneficial Owner’s name and identity number as inserted in BEE Contract is identical to that on the Extract

4. Extract (certified copy or copy of certified copy) either reflects that the Beneficial Owner was born in South Africa; or

that the identity book was issued prior to 27 April 1994; and if not,

that the proposed Beneficial Owner has attested to a Naturalisation Affidavit in which that Beneficial Owner states under oath that he/she became a South African citizen prior to 27 April 1994 or, if he/she did not become a South African citizen prior to 27 April 1994, that proposed Beneficial Owner warrants that he/she would have qualified for South African naturalisation prior to 27 April 1994 in the absence of the laws governing the apartheid regime

B. Persons other than natural persons


1.1 •Beneficial Owner (a Participant does not have to satisfy itself that the signatory is in fact that person)

1.2 •other relevant persons who should be parties to that BEE Contract

2. the person who signs the BEE Contract on behalf of the Beneficial Owner is duly authorised to do so (requested copy of an authorising resolution)

3. Beneficial Owner has inserted under its name, its registration number or IT reference number, as the case may be

4. Beneficial Owner’s name and registration number or IT reference number, as the case may be, is identical to that on the BEE Certificate (original or copy)

5. BEE Certificate is unexpired

6. BEE Certificate indicates that exercisable voting rights and economic interest in the hands of BEE Compliant Persons is greater than 50% in both cases (using only the flow through principle)


Annexure 4

Sasol Inzalo Group audited historical financial information for the three years ended 30 June 2015

1. IntroductionThe historical financial information of the Sasol Inzalo Group for the years ended 30 June 2015, 30 June 2014 and 30 June 2013 has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

The directors of the Sasol Inzalo Group are responsible for the preparation of the consolidated historical financial information contained in this Annexure 4.

The financial statements for the years ended 30 June 2015 and 30 June 2014, from which the related information below was extracted, were audited by PricewaterhouseCoopers Inc in accordance with International Standards on Auditing. PricewaterhouseCoopers Inc issued an unqualified audit opinion on these financial statements.

The financial statements for the year ended 30 June 2013, from which the related information below was extracted, were audited by KPMG Inc in accordance with International Standards on Auditing. KPMG Inc issued an unqualified audit opinion on these financial statements.

2. CommentaryCommentary related to the financial performance of the Sasol Inzalo Group is presented in Paragraph 6 of this Pre-listing Statement.

3. Historical financial informationThe principal accounting policies applied in the preparation of the historical financial information of the Sasol Inzalo Group are set out on page 79.


Accounting policies and financial reporting terms

Sasol Inzalo Public Limited (RF) is the holding company of the Sasol Inzalo Public Limited (RF) group (the group) and is domiciled in the Republic of South Africa. The following principal accounting policies were applied by the group for the financial year ended 30 June 2015. Except as otherwise disclosed, these policies are consistent in all material respects with those applied in previous years.

Financial reporting termsThese definitions of financial reporting terms are provided to ensure clarity of meaning as certain terms may not always have the same meaning or interpretation in all countries.

Group structures

Company A legal business entity registered in terms of the applicable legislation of that country.

Entity Sasol Inzalo Public Limited (RF) or a subsidiary of Sasol Inzalo Public Limited (RF).

Group The group comprises Sasol Inzalo Public Limited (RF) and its subsidiary, Sasol Inzalo Public Funding (Pty) Ltd (RF).

Subsidiary Any entity over which the group exercises control.

General accounting terms

Acquisition date The date on which control in a subsidiary commences.

Consolidated group financial statements/historical financial information

The financial results of the group which comprise the financial results of Sasol Inzalo Public Limited (RF) and its subsidiary.

Control Control is obtained when an investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. When assessing the ability to control an entity, the existence of substantive potential voting rights are taken into account.

Fair value The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Financial results Comprise the financial position (assets, liabilities and equity), results of operations (income and expenses) and cash flows of an entity and of the group.

Functional currency The currency of the primary economic environment in which the entity operates, which is the South African rand.

Long-term A period longer than twelve months from the reporting date.

Other comprehensiveincome

Comprises items of income and expense (including reclassification adjustments) that are not recognised in the income statement and includes available-for-sale financial assets, including the tax effect thereof.

Presentation currency The currency in which financial results of an entity is presented, which is the South African rand.

Prolonged decline A decline in the fair value of an investment in an equity instrument below its cost for a minimum period of three continuous years.

Related party Parties are considered to be related if one party directly or indirectly has the ability to control or jointly control the reporting entity (Sasol Inzalo Public Limited (RF)) or exercise significant influence over the reporting entity or is a member of the key management of the reporting entity.

Revenue Comprises dividends received and interest received.

Significant decline A decline of 33% in the fair value of an investment in an equity instrument below its cost at the reporting date.


Financial instrument terms

Available-for-sale financial asset

A financial asset that has been designated as available-for-sale or a financial asset other than those classified as loans and receivables, held-to-maturity investments or derivative instruments.

An investment intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, is classified as a non-current available-for-sale financial asset.

Cash and cash equivalents Comprise cash on hand and demand deposits.

Effective interest rate The derived rate that discounts the expected future cash flows of a financial asset or liability to the current net carrying amount.

Equity instrument Any financial instrument (including investments) that evidences a residual interest in the assets of an enterprise after deducting all of its liabilities.

Financial asset Cash or cash equivalents, a contractual right to receive cash, an equity instrument of another entity or a contractual right to exchange a financial instrument under favourable conditions.

Financial liability A contractual obligation to pay cash or transfer other benefits or an obligation to exchange a financial instrument under unfavourable conditions. This includes debt.

Financial guarantee A contract that requires an issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of the debt instrument.

Loans and receivables A financial asset with fixed or determinable repayments that are not quoted in an active market, other than an available-for-sale financial asset.

Monetary asset An asset which will be settled in a fixed or determinable amount of money.

Monetary liability A liability which will be settled in a fixed or determinable amount of money.

Transaction date The date an entity commits itself to purchase or sell a financial instrument.

Statement of complianceThe historical financial information has been prepared in compliance with International Financial Reporting Standards (IFRS) and Interpretations of those standards, as issued by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council and the South African Companies Act. The consolidated financial statements from which the historical financial information was derived were approved for issue by the board of directors on 16 September 2015 and will be presented to the annual general meeting of shareholders on 21 November 2015.

During the current financial year, the following accounting standards, interpretations and amendments to published accounting standards were adopted by the group:

Standard Nature of the change Date published Effective dateImpact on financial position or performance

Annual Improvements 2014

Amendments to various standards

September 2014 1 January 2016 No material impact for the group


The following accounting standards, interpretations and amendments to published accounting standards which are relevant to the group but not yet effective, have not been adopted in the current year:

Standard Date published Effective date* Anticipated impact on the group

IFRS 9, Financial Instruments (Amended)

24 July 2014 1 January 2018 IFRS 9 introduced new requirements for classifying and measuring financial assets and liabilities by introducing a fair value through other comprehensive income category for certain debt instruments. It also contains a new impairment model which will result in earlier recognition of losses and new hedging guidance which will require the implementation of new models, systems and processes.

The effective date for adoption of this standard is for periods commencing on or after 1 January 2018. We do not expect the adoption of IFRS 9 to have significant impact on total assets, total liabilities, equity, earnings and earnings per share.

Standard Date published Effective date* Anticipated impact on Sasol

IFRS 15, Revenue from contracts with customers

28 May 2014 1 January 2017 IFRS 15 contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognised. The underlying principle is that an entity will recognise revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services.

The effective date for adoption of this standard is for periods commencing on or after 1 January 2017. We are currently reviewing the effects of the standard and will consider adoption when appropriate.

*The amendments apply for annual periods commencing on or after the date noted and early adoption is permitted, unless otherwise indicated.

Principal accounting policies

Basis of preparation of financial resultsThe historical financial information has been prepared using the historic cost convention except that, as set out in the accounting policies below, certain items, including available-for-sale financial assets, are stated at fair value.

The historical financial information has been prepared on the going concern basis.

Except as otherwise disclosed, these accounting policies are consistent with those applied in previous years.

These accounting policies are consistently applied throughout the group.

Basis of consolidation of financial results The historical financial information reflects the financial results of the group. All financial results are consolidated with similar items on a line by line basis except for investment in subsidiary, which are included in the company’s results as set out below.

Subsidiaries are entities controlled by the group. The effects of potential voting rights that are substantive are also considered when assessing whether the group controls another entity. The financial results of subsidiaries are consolidated into the group’s results from acquisition date until disposal date.

Inter-company transactions, balances and unrealised gains and losses between entities are eliminated on consolidation. To the extent that a loss on such a transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss of a non-current asset, that loss is charged to the income statement.

Investment in subsidiaryInvestment in subsidiary is stated at cost less impairment losses.


Financial assetsThe group classifies its financial assets into the following categories:

• available-for-sale financial assets; and

• loans and receivables.

The classification is dependent on the purpose for which the financial asset is acquired. Management determines the classification of its financial assets at the time of the initial recognition and re-evaluates such designation at least at each reporting date.

Financial assets are recognised on transaction date when the group becomes a party to the contracts and thus obtains rights to receive economic benefits and are derecognised when these rights expire or are transferred.

Financial assets are stated initially on transaction date at fair value including transaction costs. Available-for-sale financial assets are subsequently stated at fair value at the reporting date.

Unrealised gains and losses arising from revaluation of available-for-sale financial assets are recognised as other comprehensive income and included in the investment fair value reserve. On disposal or impairment of available-for-sale financial assets, cumulative unrealised gains and losses previously recognised in other comprehensive income are included respectively in determining the profit or loss on disposal of, or impairment charge relating to, that financial asset, which is recognised in the income statement.

The fair values of financial assets are based on quoted market prices. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment losses.

An assessment is performed at each reporting date to determine whether objective evidence exists that a financial asset is impaired. In the case of available-for-sale financial assets, a significant or prolonged decline in the fair value of the asset below its cost is considered an indicator of impairment. If any such evidence exists, the cumulative loss is removed as other comprehensive income from the investment fair value reserve and recognised in the income statement. Impairment losses charged to the income statement on available-for-sale financial assets are not reversed.

Financial assets and liabilities are offset and the net amount presented when the group has a legal enforceable right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Financial liabilities Financial liabilities are recognised on the transaction date when the group becomes a party to a contract and thus has a contractual obligation and are derecognised when these contractual obligations are discharged, cancelled or expired.

Financial liabilities are stated initially on the transaction date at fair value including transaction costs. Subsequently, they are stated at amortised cost using the effective interest method.

Financial assets and liabilities are offset and the net amount presented when the group has a legal enforceable right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Cash and cash equivalentsCash and cash equivalents are stated at carrying value which is deemed to be fair value. Bank overdrafts are offset against cash and cash equivalents in the statement of cash flows.

Share capitalIssued share capital is stated in the statement of changes in equity at the amount of the proceeds received less directly attributable issue costs.

Preference sharesPreference shares are classified as liabilities if they are redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are charged to the income statement as a finance expense based on the effective interest method.

Debt Debt, which constitutes a financial liability, includes short-term and long-term debt. Debt is initially recognised at fair value, net of transaction costs incurred and is subsequently stated at amortised cost. Debt is classified as short-term unless the borrowing entity has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. Debt is derecognised when the obligation in the contract is discharged, cancelled or has expired. Premiums or discounts arising from the difference between the fair value of debt raised and the amount repayable at maturity date are charged to the income statement as finance expenses based on the effective interest method.


TaxationThe income tax charge is determined based on net income before tax for the year and includes deferred tax and dividend withholding tax.

Current tax The current tax charge is the calculated tax payable on the taxable income for the year using enacted or substantively enacted tax rates and any adjustments to tax payable in respect of prior years.

Deferred tax Deferred tax is provided for using the liability method, on all temporary differences between the carrying amount of assets and liabilities for accounting purposes and the amounts used for tax purposes and on any tax losses.

The provision for deferred tax is calculated using enacted or substantively enacted tax rates at the reporting date that are expected to apply when the asset is realised or liability settled. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be realised.

The provision of deferred tax assets and liabilities reflects the tax consequences that would follow from the expected recovery or settlement of the carrying amount of its assets and liabilities.

Dividend withholding tax Dividend withholding tax is payable at a rate of 15% on dividends distributed to shareholders. This tax is not attributable to the company paying the dividend but is collected by the company and paid to the tax authorities on behalf of the shareholder. On receipt of a dividend, the dividend withholding tax is recognised as part of the current tax charge in the income statement in the period in which the dividend is received.

Other payables Other payables are initially recognised at fair value and subsequently stated at amortised cost.

RevenueRevenue is recognised at the fair value of the consideration received or receivable and consists primarily of dividends received and interest received.

The timing of revenue recognition is as follows. Revenue from:

• dividends received is recognised when the right to receive payment is established; and

• interest received is recognised on a time proportion basis using the effective interest method.

Finance costsFinance costs, including dividends on preference shares classified as liabilities, are charged to the income statement using the effective interest method.

Dividends payable Dividends payable and the related taxation thereon are recognised as a liability in the period in which they are declared.


Statement of financial positionas at 30 June

Audited Audited Audited2015 2014 2013

Note Rm Rm Rm

ASSETSNon-current assets 7 238 10 172 6 942

Investment in security 1 7 238 10 172 6 942

Current assets 39 61 56

Cash 2 39 61 56

Total assets 7 277 10 233 6 998

EQUITY AND LIABILITIESShareholders’ (deficit)/equity (150) 2 321 (80)Non-current liabilities 7 274 5 624 6 911

Long-term debt 3 7 022 4 825 6 715Deferred tax liability 4 252 799 196

Current liabilities 153 2 288 167

Short-term debt 5 148 2 282 167Other payables 6 5 6 –

Total equity and liabilities 7 277 10 233 6 998

Income statementfor the years ended


Note Rm Rm Rm

Other expenses 7 (7) (2) (1)

Operating loss (7) (2) (1)Net finance costs (73) (192) (173)

Finance Income 8 497 389 389 Finance costs 9 (570) (581) (562)

Loss before tax (80) (194) (174)Taxation 10 (4) * *

Loss for year (84) (194) (174)

* Less than R500 000.


Statement of comprehensive incomefor the years ended 30 June


Note Rm Rm Rm

Loss for year (84) (194) (174)Other comprehensive loss, net of tax

Items that can be subsequently reclassified to the income statement (2 387) 2 627 1 167

Investment available-for-sale 11 (2 934) 3 230 1 434

Tax on items that can be subsequently reclassified to the income statement 547 (603) (267)11

Total comprehensive (loss)/income (2 471) 2 433 993

Statement of changes in equityfor the years ended 30 June

Share capital

and share premium

Investment fair value

reserveAccumulated

loss

Total shareholders’

equityRm Rm Rm Rm

Balance at 30 June 2012 371 (308) (1 136) (1 073)Total comprehensive income for year – 1 167 (174) 993

Balance at 30 June 2013 371 859 (1 310) (80)Total comprehensive income for year – 2 627 (194) 2 433 Dividend paid – (32) (32)

Balance at 30 June 2014 371 3 486 (1 536) 2 321 Total comprehensive loss for year – (2 387) (84) (2 471)

Balance at 30 June 2015 371 1 099 (1 620) (150)


Statement of cash flowsfor the years ended 30 June


Note Rm Rm Rm

Cash (utilised in)/generated from operating activities 13 (8) 4 (1)Finance income received 9 497 389 395 Finance costs paid 10 (229) (241) (253)Tax paid 11 (4) * *

Cash available from operating activities 256 152 141 Dividend paid 16 – (32) –

Cash generated by operating activities 256 120 141

Repayment of long-term debt 4 (2 455) (115) (104)Loan raised 4 2 177 – –

Cash effect of financing activities (278) (115) (104)

(Decrease)/increase in cash (22) 5 37 Cash at beginning of year 61 56 19

Cash at end of year 39 61 56



Notes to the historical financial information for the year ended 30 June

2015 2014 2013Rm Rm Rm

1 Investment in securityInvestment available-for-sale

long-term investment 7 238 10 172 6 942

ReconciliationBalance at beginning of year 10 172 6 942 5 508 Revaluation to fair value (2 934) 3 230 1 434

Balance at end of year 7 238 10 172 6 942

Fair value of investment available-for-sale

The fair value of the investment available-for-sale is based on a quoted market price of the Sasol ordinary share of R450,00 per share (2014: R632,36 per share, 2013: R431,54 per share) as listed on the Johannesburg Stock Exchange at 30 June 2015. This is a level one fair value measurement.

For futher details of the investment in security, refer to page 96.

2 CashCash – per the statements of cash flows 39 61 56

Fair value of cash The carrying value of cash approximates fair value due to the short-term maturity of these instruments.

3 Long-term debtTotal long-term debt 7 170 7 107 6 882 Short-term portion (148) (2 282) (167)

7 022 4 825 6 715

Analysis of long-term debtAt amortised costSecured debt 7 180 4 988 4 907 Unsecured debt – 2 132 1 990 Unamortised loan costs (10) (13) (15)

7 170 7 107 6 882

ReconciliationBalance at beginning of year 7 107 6 882 6 677

Interest accrued 567 579 559 Interest paid (229) (241) (253)Loans repaid (2 455) (115) (104)Loans raised 2 177 – – Amortised loan costs 3 2 3

Balance at end of year 7 170 7 107 6 882

Interest-bearing statusInterest-bearing debt 7 170 7 107 6 882

Maturity profileWithin one year 148 2 282 167 Two to five years 7 022 4 825 379 More than five years – – 6 336

7 170 7 107 6 882

Related party long-term debt included in long-term debtSasol Limited – – 1 990


Notes to the historical financial information (continued)for the year ended 30 June

2015 2014 2013Rm Rm Rm

3 Long-term debt (continued) 7 349 7 432 7 520

Fair value of long-term debt

The fair value of long-term debt is based on the quoted market price for the same or similar instruments or on the current rates available for debt with the same maturity profile and effective interest rate with similar cash flows. Market related rates ranging between 6,29% and 10,57% per annum (2014: 6,57% and 10,26% per annum, 2013: 6,21% and 10,26% per annum) were used to discount estimated cash flows based on the underlying currency of the debt. This is a level two fair value measurement.

Financial covenants

There were no events of default during the last 3 years. The group is in compliance with its debt covenants, none of which are expected to represent material restrictions on funding or investment policies in the foreseeable future.

For further details of long-term debt, refer to page 97.

Borrowing powers

The group’s borrowing powers are restricted by its memorandum of incorporation.

4 Deferred tax ReconciliationBalance at beginning of year (799) (196) 71 Current year charge

per the statements of comprehensive income 547 (603) (267)

Balance at end of year (252) (799) (196)

ComprisingDeferred tax liability (252) (799) (196)

The deferred tax liability is determined based on the tax status and rates of the company.

Deferred tax is attributable to the following temporary difference

AssetInvestment in security (252) (799) (196)

Dividend withholding taxDividend withholding tax is payable at a rate of 15% on dividends distributed to shareholders. This tax is not attributable to the company paying the dividend but is collected by the company and paid to the tax authorities on behalf of the shareholder. On receipt of a dividend, the company includes the dividend withholding tax on this dividend in its computation of the income tax expense in the period of such receipt.

5 Short-term debtShort-term portion of long-term debt 148 2 282 167

6 Other payablesOther payables 5 6 –

Fair value of other payablesThe carrying value approximates fair value because of the short period to maturity of these payables.


2015 2014 2013Rm Rm Rm

7 Other expensesAudit fees * * * Professional services ** * 1 – Other administrative costs 7 1 1

7 2 1


** Professional services were incurred in respect of the partial refinancing of the debt.

8 Finance incomeDividends received from investment available-for-sale

South Africa 495 389 389 Interest received

South Africa 2 – –

Per the statements of cash flows 497 389 395

Interest received oncash and cash equivalents 2 – –

9 Finance costsDebt 567 579 559 Amortisation of loan costs 3 2 3

Income statement charge 570 581 562

Total finance costs before amortisation of loan costs 567 579 559 Less interest accrued on debt (338) (338) (306)

Per the statements of cash flows 229 241 253

10 TaxationSouth African normal tax

current year 1 * *Security Tax Transfer1 3 – –

4 * *

Dividend withholding taxDividend withholding tax is payable at a rate of 15% on dividends distributed to shareholders. This tax is not attributable to the company paying the dividend but is collected by the company and paid to the tax authorities on behalf of the shareholder. On receipt of a dividend, the company includes the dividend withholding tax on this dividend in its computation of the income tax expense in the period of such receipt.

Reconciliation of effective tax rate % % %

Total income tax expense differs from the amount computed by applying the South African normal tax rate to loss before tax. The reasons for these differences areSouth African normal tax rate 28,0 28,0 28,0

other disallowed expenditure (202,0) (84,0) (91,0)Security Tax Transfer (4,0) – – exempt other income 173,0 56,0 63,0

Effective tax rate (5,0) ** **

1 This relates to 15% Security Tax Transfer paid on the refinancing of the D preference shares on 17 October 2014.


** Less than 1%.



2015 2014 2013Rm Rm Rm

11 Other comprehensive (loss)/income, (net of tax)Components of other comprehensive (loss)/income(Loss)/gain on fair value of investment (2 934) 3 230 1 434 Tax on other comprehensive (loss)/income 547 (603) (267)

Other comprehensive (loss)/income for year, net of tax (2 387) 2 627 1 167

Number of shares

Number of shares

Number of shares

12 Share capital and share premiumAuthorised19 000 000 ordinary par value shares of R0,01 each 19 000 000 19 000 000 19 000 000

1 Non-participating preference share of R0,01 each 1 1 1

Issued 16 085 199 ordinary shares in issue at beginning and end of year 16 085 199 16 085 199 16 085 199

1 Non-participating preference share of R0,01 each 1 1 1

Rm Rm Rm

Share capital * * *

Share premium 371 371 371


Capital ManagementIn terms of the memorandum of incorporation of the company and governing agreement entered into between Sasol Limited, Sasol Inzalo Public Limited (RF), Sasol Inzalo Public Funding (Pty) Ltd (RF) and The Sasol Inzalo Public Facilitation Trust on 15 May 2008, the company may not issue any unissued shares until the end of the empowerment period in September 2018. The company’s capital structure is managed in accordance with the terms, conditions and restrictions of the memorandum of incorporation and governing agreement.

13 Cash utilised in operating activitiesCash flow from operations (refer note 14) (7) (2) (1)(Decrease)/increase in working capital (refer note 15) (1) 6 –

(8) 4 (1)

14 Cash flow from operationsOperating loss (7) (2) (1)

15 (Decrease)/increase in working capital(Decrease)/increase in other payablePer the statement of financial position (1) 6 –

16 Dividend paidFinal dividend – prior year – (32) –

During the 2014 financial year, the board of directors declared an ordinary dividend of R2,00 per share payable to ordinary shareholders on 30 April 2014.


2015 2014 2013Rm Rm Rm

17 Related party transactionsThe group, in the ordinary course of business, entered into certain transactions with Sasol Limited. The effect of these transactions is included in the financial performance and results of the group. Terms and conditions are determined on an arm’s length basis. Amounts owing to related parties are disclosed in the respective notes to the historical financial information for those statement of financial position items.Material related party transactions were as follows:Income statement itemsFinance costs

Sasol Limited 46 142 129

Finance incomeSasol Limited (refer note 8) 495 389 389

Amounts reflected as non-current assetsInvestment in security

Sasol Limited (refer note 1) 7 238 10 172 6 942

Amount reflected as non-current liabilityLong-term debt

Sasol Limited (refer note 3) – – 1 990

Amount reflected as current liabilityShort-term debt

Sasol Limited (refer note 3) – 2 132 –

Amounts paid by Sasol LimitedDuring the year, Sasol Limited paid directors’ fees amounting to R1 132 875 (2014: R1 677 250, 2013: R2 502 500) to the following directors of the company for services rendered as directors of the company and of Sasol Inzalo Public Funding (Pty) Ltd (RF): 2 2 2

Rand Rand Rand

A Haroon 111 300 171 300 225 000 B Sibiya – – 282 500 C Mokoena 86 125 124 500 202 500 D Mokhobo – – 165 000 K Njobe 174 900 256 950 255 000 L Mogudi 112 625 171 300 210 000 L Ntsebeza – 77 700 225 000 M Matlwa 79 500 63 600 – N Manyika 116 600 203 950 – S Koyana 116 600 176 450 245 000 T Boikhutso 116 600 141 300 255 000 T Zondi 106 000 133 900 197 500 V Doo 112 625 156 300 240 000

1 132 875 1 677 250 2 502 500



18 Subsequent eventsThere were no events subsequent to 30 June 2015 requiring disclosure.

19 Going concernThe group incurred a net loss of R84 million for the year ended 30 June 2015 and, as of that date, the group’s total liabilities exceeded its total assets by R150 million. Due to the structure of the BEE transaction, the group is regarded as a going concern despite the negative equity position. Sufficient cash will be generated out of dividends received from Sasol Limited to pay for the operating expenses as well as dividends and capital repayment on the preference shares which are due in the short-term. The A preference shares are secured by a first right over the Sasol preferred ordinary shares and the B preference shares are secured by a second right over the Sasol preferred ordinary shares. The C preference shares are secured by a guarantee from Sasol Limited. On 17 October 2014 additional C preference shares were issued to the current holders of the C preference shares. The interest rate on this tranche of the debt as well as the existing debt reduced to 68% of the prime interest rate when compared to the previous 80,3% of the prime interest rate. The D preference shares were redeemed from the proceeds received for the additional C preference shares. The directors have made an assessment of the group’s ability to continue as a going concern and there is no reason to believe the business will not be a going concern in the year ahead.

20 Financial risk management and financial instrumentsIntroductionThe group is exposed in varying degrees to a variety of financial instrument related risks. The board has the overall responsibility for the establishment and oversight of the group’s risk management framework. These risks are continuously monitored and managed. The group’s financial risks relating to its operations are managed by the Sasol Inzalo Public Limited (RF)’s board of directors. A comprehensive risk management process has been developed to continuously monitor and control risks.

Financing risk Financing risk refers to the risk that financing of the company’s capital requirements and refinancing of existing borrowings could become more difficult or more costly in the future.

The company’s goals for long-term borrowings include an average time to maturity of at least 2 years, and an even spread of maturities.

Risk profile Risk management and measurement relating to each of these risks is discussed under the headings below (subcategorised into credit risk, liquidity risk, and market risk) which entails an analysis of the types of risk exposure, the way in which such exposure is managed and quantification of the level of exposure in the statement of financial position.

(a) Credit risk Credit risk, or the risk of financial loss due to counterparties not meeting their contractual obligations, is managed by only investing in high quality securities. The only financial asset of the group is the investment in Sasol Limited shares. Management has evaluated treasury counterparty risk and does not expect any treasury counterparties to fail in meeting their obligations.

(b) Liquidity risk Liquidity risk is the risk that an entity will be unable to meet its obligations as they become due. The group manages liquidity risk by effectively managing its working capital and cash flows. The group finances its operations primarily with dividend income from Sasol Limited and with interest received on cash investments. The group is in compliance with all of the financial covenants per its loan agreements.


20 Financial risk management and financial instruments (continued)

The maturity profile of the contractual cash flows of financial instruments at 30 June were as follows:

Contractual cash flows**

Within one year

One to two years

Two to three years

Three to four years

Note Rm Rm Rm Rm Rm

2015Group Financial assetsLoans and receivablesCash 2 39 39 – – – Investment available-for-saleInvestment in security 1 7 238 – – – 7 238

Non-derivative instruments 7 277 39 – – 7 238

Financial liabilitiesNon-derivative instrumentsLong-term debt (9 219) (314) (304) (292) (8 309)Other payables 6 (5) (5) – – –

(9 224) (319) (304) (292) (8 309)

** The amount disclosed is the contractual cash flows including finance expenses.


Within one year

One to two years

Two to three years

Three to four years

Four to five years

Note Rm Rm Rm Rm Rm Rm

2014GroupFinancial assetsLoans and receivableCash 2 61 61 – – – – Investment available-for-saleInvestment in security 1 10 172 – – – – 10 172

Non-derivative instruments 10 233 61 – – – –

Financial liabilitiesNon-derivative instrumentsLong-term debt (12 301) (2 456) (314) (304) (292) (8 935)Other payables (6) (6) – – – –

(12 307) (2 462) (314) (304) (292) (8 935)






Within one year

One to two years

Two to three years

Three to four years

Four to five years

More than five years

Note Rm Rm Rm Rm Rm Rm Rm

2013GroupFinancial assetsLoans and receivableCash 2 56 56 – – – – –Investment available-for-saleInvestment in security 1 6 942 – – – – – 6 942

Non-derivative instruments 6 998 56 – – – – 6 942

Financial liabilitiesNon-derivative instrumentsLong-term debt (10 525) (356) (324) (314) (304) (292) (8 935)


(c) Market risk Market risk is the risk arising from possible market price movements and their impact on the future cash flows of the group. The market price movement that the group is exposed to includes interest rates and Sasol Limited’s share price. The group has developed policies aimed at managing the volatility inherent in this exposure which is discussed in the risk below.

Interest rate risk Fluctuations in interest rates impact on the value of short-term investments and financing activities, giving rise to interest rate risk. Exposure to interest rate risk is particularly with reference to changes in South African interest rates. The debt of the group is structured on a combination of floating and fixed interest rates. For further details on long-term debt refer to page 97.



At the reporting date, the interest rate profile of the group’s interest-bearing financial instruments was: Carrying value

2015 2014 2013 Rm Rm Rm

Variable rate instruments Financial assets 39 61 56 Financial liabilities (5 262) (5 102) (4 762)

(5 223) (5 041) (4 706)

Fixed rate instruments Financial liabilities (1 908) (2 005) (2 120)

Interest profile (variable: fixed rate as a percentage of total interest bearing) 74:26 72:28 69:31

Cash flow sensitivity for variable rate instrumentsFinancial instruments affected by interest rate risk include borrowings and deposits. A change of one percent in the prevailing interest rate at the reporting date would have increased/(decreased) earnings by the amounts shown below before the effect of tax. The sensitivity analysis has been prepared on the basis that all other variables remain constant and has been performed on the same basis for 2014.

Income statement – 1% increase South Africa

2015 2014 2013 Rm Rm Rm

30 June (52) (50) (48)

A one percent decrease in the interest rate at 30 June would have the equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant.


Investment in security

Carried at fair value

Carried at cost

Carried at fair value

Carried at cost

Carried atfair value

Carried at cost

Country of Nature of Interest 2015 2015 2014 2014 2013 2013 Name incorporation business % Rm Rm Rm Rm Rm Rm

Sasol Limited South Africa Holding company of the Sasol group 2,42 7 238 5 887 10 172 5 887 6 942 5 887

The details of the investment are as follows:

The group subscribed for 16 085 199 Sasol preferred ordinary shares. The Sasol preferred ordinary shares have voting rights attached to them and rank pari passu with the Sasol ordinary shares and differ only in the fact that they are not listed and trading is restricted. The Sasol preferred ordinary shares will automatically be Sasol ordinary shares at the end of the empowerment period in 2018. The Sasol ordinary shares remaining after redeeming the preference share debt and paying costs may then be distributed to the black public in proportion to their shareholding.

The Sasol preferred ordinary shares carry a cumulative preferred dividend right where an ordinary dividend has been declared by Sasol during the term of the Sasol Inzalo share transaction, with the dividends set out as follows:

– R16,00 per annum for each of the three years until 30 June 2011;

– R22,00 per annum for each of the next three years until 30 June 2014; and

– R28,00 per annum for each of the last four years until 8 September 2018.

With effect from 1 April 2012, the Sasol preferred ordinary share dividend has been grossed up by 10% in accordance with contractual obligations. The revised dividend is as follows for the remaining years:

– R24,20 per annum for each of the next two years until 30 June 2014; and

– R30,80 per annum for each of the last four years until 8 September 2018.

The Sasol preferred ordinary shares are pledged as security for the A and B preference shares and may not be disposed of or encumbered in any way.

Investment in subsidiary

Nominal issued

share capital Interest

Investment at cost

2015 2014 2013Name Nature of business R % Rm Rm Rm

Operating subsidiaryDirectSasol Inzalo Public Funding (Pty) Ltd (RF) Investment holding company

incorporated to hold shares in Sasol Limited. 1 100 371 371 371

The entity is incorporated and domiciled in the Republic of South Africa.The company’s interest in the aggregate losses of the subsidiary amounts to R78 million (2014: R194 million, 2013: R174 million).


Long-term debt

Sasol Inzalo Public Funding (Pty) Ltd (RF)’s borrowing powers are restricted by its memorandum of incorporation.

Interest rate2015 2014 2013

Terms of repayment Security Currency Rm Rm Rm

Secured debtA preference shares repayable in semi-annual instalments by September 20181

Secured by Sasol preferred ordinary shares held by Sasol Inzalo Public Funding (Pty) Ltd (RF) Rand Fixed 11,1% 1 123 1 220 1 338

B preference shares repayable in September 20182

Secured by Sasol preferred ordinary shares held by Sasol Inzalo Public Funding (Pty) Ltd (RF) Rand Fixed 13,3% 792 792 791

C preference shares repayable in September 20183

Secured by a guarantee from Sasol Limited Rand

Variable (6,29% – 7,43%) 5 265 2 976 2 778

Unsecured debtD preference shares repayable in September 20183 Rand

Variable (6,29% – 7,43%) – 2 132 1 990

Non participating preference share4 Rand – * * *

7 180 7 120 6 897 Unamortised loan costs (amortised over period of debt using the effective interest rate method) (10) (13) (15)

7 170 7 107 6 882 Repayable within one year included in short-term debt (148) (2 282) (167)

7 022 4 825 6 715

* Amount less than R500 000.

Dividend and repayment terms1 Dividends on these preference shares are payable in semi-annual instalments ending September 2018. It is required that 50%

of the debt be repaid by September 2018, with the balance of the debt repayable at that date. The A preference shares are secured by a first right over the Sasol Preferred ordinary shares held by Sasol Inzalo Public Funding (Pty) Ltd (RF). The Sasol Preferred ordinary shares held may not be disposed of or encumbered in any way.

2 Dividends on these preference shares are payable in semi-annual instalments ending September 2018. The principal amount is repayable on maturity during September 2018. The B preference shares are secured by a second right over the Sasol Preferred ordinary shares held by Sasol Inzalo Public Funding (Pty) Ltd (RF).

3 On 17 October 2014 additional C preference shares were issued to the current holders of the C preference shares. The interest rate on this tranche of the debt as well as the existing debt reduced to 68% of the prime interest rate when compared to the previous 80,3% of the prime interest rate. The D preference shares were redeemed from the proceeds received for the additional C preference shares.

4 One ‘A’ ordinary share of R0,01 was issued to Sasol Limited during the period ended 30 June 2008. The rights to this share provide that immediately when any ordinary share is issued, it is converted to a preference share. As a result of the ordinary shares issued during the year ended 30 June 2009, the share was converted to a preference share. The preference share will be entitled in the aggregate to a dividend of R1,00 immediately prior to redemption, on 8 September 2018, and to redemption proceeds of R0,01.


Earnings per share 2015 2014 2013

Loss per shareLoss per share is derived by dividing loss for the year by the weighted average number of shares.Weighted average number of shares Number of shares 16 085 199 16 085 199 16 085 199 Loss for the year Rm (84) (194) (174)Loss per share Rands per share (5,22) (12,06) (10,82)

Due to the nature of the business, no potential dilution of shares exist and no headline earnings adjustments have arisen over the last 3 years.Dividend declared per share Rands per share – 2,00 – Net asset value per share and net tangible asset value per shareNet asset value Rm (150) 2 321 (80)Net asset value per share Rands per share (9,33) 144,29 (4,97)

Tangible net asset value Rm 34 55 56 Tangible net asset value per share Rands per share 2,11 3,42 3,48


Annexure 5

Independent reporting accountant’s report on the audited Historical Financial Information of the Sasol Inzalo Group

for the years ended 30 June 2015 and 30 June 2014

“The DirectorsSasol Inzalo Public Limited (RF)1 Sturdee AvenueRosebankSouth Africa2196

Dear Sirs

Independent reporting accountant’s audit report on the Historical Financial Information of Sasol Inzalo Public Limited (RF) (“Sasol Inzalo”) and its subsidiary (“Sasol Inzalo Group”)

IntroductionSasol Inzalo is issuing a pre-listing statement (“the Pre-listing statement”) regarding the proposed listing of its ordinary shares on the BEE segment of the main board of the JSE Limited (“the Proposed listing”).

At your request and for the purpose of the Pre-listing statement to be dated on or about 23 October 2015, we have audited the Historical Financial Information of Sasol Inzalo Group, which comprises the statement of financial position as at 30 June 2014 and 30 June 2015, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information (“the Historical Financial Information”), as presented in Annexure 4 to the Pre-listing statement, in compliance with the JSE Limited (“JSE”) Listings Requirements.

Responsibility

Directors’ responsibilityThe directors of Sasol Inzalo are responsible for the preparation, contents and presentation of the Pre-listing statement and are responsible for ensuring that Sasol Inzalo complies with the JSE Listings Requirements. The directors of Sasol Inzalo are responsible for the preparation and fair presentation of the Historical Financial Information in accordance with International Financial Reporting Standards, and for such internal controls as the directors of Sasol Inzalo determine is necessary to enable the preparation of Historical Financial Information that is free from material misstatement, whether due to fraud or error.

Reporting accountants’ responsibilityOur responsibility is to express an opinion on the Historical Financial Information based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements, and plan and perform the audit to obtain reasonable assurance whether the Historical Financial Information of Sasol Inzalo Group is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Historical Financial Information of Sasol Inzalo Group. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the Historical Financial Information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used, and the reasonableness of accounting estimates made by management of Sasol Inzalo Group, as well as evaluating the overall presentation of the Historical Financial Information.

We believe that the audit evidence we obtained is sufficient and appropriate to provide a basis for our audit opinion.


OpinionIn our opinion, the Historical Financial Information of Sasol Inzalo Group as set out in Annexure 4 to the Pre-listing statement, presents fairly, in all material respects, the financial position of Sasol Inzalo Group as at 30 June 2014 and 30 June 2015, and its financial performance and cash flows for the years then ended in accordance with International Financial Reporting Standards and the JSE Listings Requirements.

Intended usersThe Historical Financial Information is prepared for the board of directors of Sasol Inzalo to assist them in presenting the financial position and results of Sasol Inzalo in the Pre-listing statement, in connection with the Pre-listing Statement. As a result, the financial information may not be suitable for another purpose.

PricewaterhouseCoopers Inc. Director: Megandra Naidoo Registered Auditor2 Eglin Road Sunninghill7 October 2015”


Annexure 6

Independent reporting accountant’s report on the audited Historical Financial Information of the Sasol Inzalo Group for

the year ended 30 June 2013

“The DirectorsSasol Inzalo Public Limited (RF)1 Sturdee AvenueRosebankSouth Africa2196

Dear Sirs

Independent Reporting Accountant’s Report on the Historical Financial Information of Sasol Inzalo Public Limited (RF)

IntroductionAt your request and for the purposes of the pre-listing statement to be dated on or about 23 October 2015, we have audited the historical financial information of Sasol Inzalo Public Limited (RF) presented in the Report of Historical Financial Information which comprises the consolidated statements of financial position, and the statements of comprehensive income, statements of changes in equity and cash flows for the one year then ended 30 June 2013 and a summary of significant accounting policies and other explanatory notes (“the Financial Information”), as presented in Annexure 4 to the pre-listing statement, in compliance with the JSE Listings Requirements.

Responsibility of the directorsThe directors of Sasol Inzalo Public Limited (RF) are responsible for the compilation, contents and preparation of the pre-listing statement including the financial information, in accordance with the JSE Listings Requirements and the Companies Act of South Africa.

The directors are also responsible for the fair presentation in accordance with International Financial Reporting Standards and for such internal control as the directors determine is necessary to enable the preparation of the Historical Financial Information are free from material misstatement, whether due to fraud or error.

Responsibility of the Independent Reporting AccountantsOur responsibility is to express an audit opinion on the Historical Financial Information based on our audit, for the one year ended 30 June 2013 included in Annexure 4 to the pre-listing statement in accordance with International Standards on Auditing. No adjustments have been made to the previously reported Historical Financial Information of Sasol Inzalo Public Limited (RF) and its subsidiaries when compiling the consolidated one year Historical Information.

Consolidated Historical Financial Information

IntroductionWe have audited the Consolidated Historical Financial Information attached as Annexure 4 to the pre-listing statement prepared in accordance with the International Financial Reporting Standards and in the manner required by the Companies Act of South Africa.


Responsibility of the independent reporting accountants on the Consolidated Historical Financial InformationOur responsibility is to express an opinion on the Historical Financial Information based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the Financial Information of Sasol Inzalo Public Limited (RF) as set out in Annexure 4 to the pre-listing statement, presents fairly, in all material respects, for the purposes of the pre-listing statement, the consolidated financial position of Sasol Inzalo Public Limited as at 30 June 2013 and the consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa and the JSE Listings Requirements.

Yours faithfully

KPMG Inc.Per Safeera LoonatRegistered AuditorDirector”


Annexure 7

Provisions of Sasol Inzalo’s Memorandum of Incorporation regarding shareholder rights in the event of liquidation or

business rescue

This Annexure 7 contains the extract from clause 43 of the Memorandum of Incorporation of Sasol Inzalo pertaining to the winding up, and distribution of all assets.

For a full appreciation of the provisions of the Memorandum of Incorporation, Sasol Inzalo Ordinary Shareholders are referred to the full text of the Memorandum of Incorporation, which is available for inspection, as provided for in paragraph 18 of this Pre-listing Statement.

Subject to the applicable restrictive conditions outlined in clause 5 of the Memorandum of Incorporation of the Company, if the Company shall be wound up, whether voluntarily (which may occur only after the Empowerment Period) or otherwise, the liquidator may with the sanction of a special resolution of the holders of the Sasol Inzalo Ordinary Shares divide among the shareholders in the Company in specie any part of the assets of the Company, and may with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the shareholders of the Company as the liquidator with the like sanction shall think fit, whereafter the liquidation shall be finalised and the Company dissolved.

After the expiry of the Empowerment Period, any 10 or more shareholders of the Company shall be entitled to requisition the Sasol Inzalo Board to convene a shareholders meeting for the purposes of considering resolutions on which they are entitled to vote relating to a distribution of all the assets, after settling all liabilities and all preference shares have been redeemed in full, or the voluntary winding-up of the Company. If within 14 days of receipt of such requisition the Sasol Inzalo Board fails to issue a notice to shareholders of the Company duly convening a shareholders meeting, the requisitionists may themselves duly convene a meeting, stating the objects thereof. Save as aforesaid, all other requisitions of shareholders meetings shall be in accordance with and comply with the provisions of the Companies Act.


Annexure 8

Information on Sasol Inzalo’s directors

1. The board of directors of Sasol Inzalo is comprised of the following directors: 1.1 Khungeka Njobe (Chairman and Independent Non-Executive Director)

BSc (Hons), MSc

Ms Njobe was appointed to the Sasol Inzalo Board in 2008.

Ms Njobe is the Founder, Executive Chairman and Chief Executive Officer of Kay Ann Group, a company holding investments, operating entities and a consulting business.

She was previously managing director for Aveng Water; a member of the executive committee of the Aveng Group; executive committee member and group executive of CSIR responsible for research and development outcomes including (intellectual property management and technology transfer); human capital (including HCD); strategic communications and stakeholder relations; director of CSIR Water, Environment and Forestry Technology and for CSIR Natural Resources and the Environment operating units. She was also the Chairman of the South African Weather Services Board and member of the board of governors of the World Water Council.

She is currently the chairman of the Technology Innovation Agency (TIA); a member of the Safcol board of directors, chairs its Human Resources and Remuneration Committee and is a member of its Audit and Risk Management Committee. She was recently appointed a member of the council of the University of Stellenbosch and on 1 April 2015 she joined the board of directors of the South African National Parks.

1.2 Thalita Boikhutso (Independent Non-Executive Director)

BA (Hons), MA

Ms Boikhutso was appointed to the Sasol Inzalo Board in 2009; and is a member of the Social and Ethics Committee.

Ms Boikhutso is the Executive Chairperson of Alona Group, an investment, utilities and services company and Founder and President of Premier Events Group. She is also a non-executive Director of Tsebo Outsourcing Group, Tsebo Holdings and Operations and Sebata Group of Companies, where she serves on the Strategy and Technical Committee; and the Remuneration, Social and Ethics Committee which she chairs.

She was previously Group Chief Executive of Maxima Global Consulting and a Director at KPMG, an international audit and advisory services firm.

1.3 Vuyiswa Doo (Independent Non-Executive Director)

BA (Hons), MSc (Econ)

Ms Doo was appointed to the Sasol Inzalo Board in 2009.

Ms Doo is the founder of Entabeni Consulting CC that specialises in Organisational Development, Human Resource Management, planning and policy research and formulation. Entabeni’s clients are, among others, Orion Telecommunications and the Department of Labour. She was previously a member of Council of the University of Cape Town, chosen by the Appointments Committee (2003 to 2004): appointed by the Minister (2004 to 2008) and appointed by the Minister again for 2008 to 2012. She currently serves on the following boards: Wola Nani, South African Institute for Entrepreneurship and Action Volunteers Africa.

She previously worked for Morse Consulting, the South African Marine Corporation Limited and London Borough of Redbridge. As of March 2013, she joined the Allan Gray Orbis Foundation in the position of Human Resources Manager.


1.4 Aisha Haroon (Independent Non-Executive Director)

BCom

Ms Haroon was appointed to the Sasol Inzalo Board in 2008.

Ms Haroon is a Director of Bambananni Holdings (Pty) Ltd, an investment house, pursuing a wide portfolio of investments in different sectors.

1.5 Dr Siphokasi Koyana (Independent Non-Executive Director)

BA. (Afro-American Studies), MA (African Studies), PhD (English Literature)

Dr Koyana was appointed to the Sasol Inzalo Board in 2009; and is a member of the Audit Committee.

Dr Koyana is a Director of Siyazithanda Projects, a research consultancy she established more than a decade ago. Her company undertakes research commissioned by the government as well as by the private sector. She is also the director of Aspigon Training Solutions, a Skills Development and Training Consultancy. As a published academic, she worked in the English Departments of Rhodes, Pretoria and Wits Universities, as well as in tertiary institutions in Philadelphia, USA. She has also worked as a research capacity development and fund manager for the National Research Foundation.

She was previously on the advisory board of the Transnet Foundation and is currently a non-executive board member of the Shanduka Group.

1.6 Theto Maake (Independent Non-Executive Director)

BCom Accounting (Hons) CA(SA), Anglo American Programme of Management Excellence (GIBS)

Ms Maake was appointed to the Sasol Inzalo Board in 2015.

Ms Maake is a non-executive director of Sasol Inzalo Groups Limited (RF) and a member of its Audit Committee.

Ms Maake previously worked at Kumba Iron Ore as Senior Specialist: Corporate Development and was responsible for the implementation and unwinding of a R2,6 billion Kumba BEE scheme for its employees in 2011. She also worked at FNB Premier Banking as Financial Manager.

1.7 Nonkululeko Manyika (Independent Non-Executive Director)

BCom, BCom (Hons), CA(SA)

Ms Manyika was appointed to the Sasol Inzalo Board in 2012; and is a member of the Audit Committee.

Previously, she was the Chief Executive Officer of the Association for the Advancement of Black Accountants of South Africa (ABASA) and a board member of the South African Institute of Chartered Accountants. She also worked for Standard Bank Corporate Investment Banking, ABSA Capital and Deloitte.

1.8 Charlotte Mokoena (Independent Non-Executive Director)

BSocSc, BA (Hons), Exec Programme (IMD & Michigan Business school), Post-graduate diploma (Leicester)

Ms Mokoena was appointed to the Sasol Inzalo Board in 2010; and is a member of the Audit Committee.

Ms Mokoena is currently the executive responsible for Human Resources at Tongaat Hulett Limited. Previously, she was managing executive: Customer Experience Management at Telkom; managing executive: Telkom Global Services; chief executive officer: Telkom Management Services; chief of Human Resources for Telkom South Africa Limited; a member of the executive committee and the group executive: Human Resources and group executive: Centre of Learning for Telkom South Africa Limited. She also worked for Coca-Cola Company Africa Group as Group Organisational capability manager.

Director at L’sago Group Holding and 141 Witkoppen.


1.9 Louisa Mogudi (Independent Non-Executive Director)

BA, MA

Ms Mogudi was appointed to the Sasol Inzalo Board in 2010; and is a member of the Social and Ethics Committee.

Ms Mogudi is a Director at GMK Human Capital. She also promotes various international leadership programmes, training and development. Past Director of the South African National Space Agency (SANSA); and chairman of the sub-committee: Social and Ethics, Remuneration and Human Resources 2010 to 2014.

1.10 Zanele Monnakgotla (Independent Non-Executive Director)

BCom, LLM (Tax), Management Advanced Programme, Masters in Finance

Ms Monnakgotla was appointed to the Sasol Inzalo Board in 2015.

Ms Monnakgotla worked in various departments at the Industrial Development Corporation between 2000 and 2014 including Senior Project Manager: Project and Structured Finance, Head of Strategic High Impact Projects and Head of Innovation Department.

Ms Monnakgotla serves as a member of the National Advisory Council on innovation advising the Minister of Department of Science and Technology on innovation in South Africa. She served as a director on Bluefin, Persomics and Forskor and was a member of the Legal and Technical sub-committee of Pebble Bed Modular Reactor.

1.11 Thandeka Zondi (Independent Non-Executive Director)

BCom, BCom (Hons), CA(SA)

Ms Zondi was appointed to the Sasol Inzalo Board in 2010; and is the Chairman of the Audit Committee.

She is currently the Corporate Executive for Strategic Projects and Institutional Co-operation at the Auditor General of South Africa and the first Vice President of the Association for the Advancement of Black Accountants of South Africa (ABASA). She is an independent board member of the Old Mutual Superfund Management Board and the Chairman of the administrative sub-committee of the Old Mutual Superfund Management Board. An international audit fellow of the Government Accountability Office and a Board and Audit Committee Member at South African Institute for Chartered Accountants (SAICA); Past Executive Associate to the Chief Executive of Long Term Savings Old Mutual Plc and head of the Deloitte Johannesburg accounting weekend school “Siyakhula”; She was profiled on Destiny magazine as the September 2008 “Young and Powerful” feature and awarded the Gordon Institute of Business Science Spirit of the Youth mentor from 2007 to 2009.

2. The business address at which all of the Sasol Inzalo directors may be contacted is:Physical address: Postal address:1 Sturdee Avenue PO Box 5486Rosebank JohannesburgSouth Africa 20002196

3. On the Last Practicable Date, the following director of Sasol Inzalo beneficially held Sasol Inzalo Ordinary Shares (either directly or indirectly) as follows:

Director Direct Indirect Total

Percentage of the issued share capital

Zanele Monnakgotla 440 440 880 <1


4. Restrictions on the powers and duties of the directors of Sasol InzaloIn terms of clause 5 of the Memorandum of Incorporation of Sasol Inzalo, the authority of the Sasol Inzalo directors are restricted as follows until the end of the Designated Period:

• No organ or body of Sasol Inzalo (including the Sasol Inzalo Board, the Shareholders in a Shareholders Meeting, any Director or Prescribed Officer any Person serving the Company as a member of a committee of the Sasol Inzalo Board, the Audit committee or any Shareholder) shall have any authority to undertake any transactions of any nature whatsoever on behalf of Sasol Inzalo, including the following, without the prior written approval of each member of the Sasol Inzalo Board and the holder of the Sasol Inzalo Preference Share and the holders of the Preference Shares which have not been redeemed:

(i) conducting any business;

(ii) incurring any obligations or costs;

(iii) encumbering or disposing of or transferring or losing ownership of the FundCo Ordinary Shares;

(iv) making any loans, granting any credit or giving of any guarantee, insurance or indemnity to or for the benefit of any person or otherwise voluntarily assuming any liability, whether actual or contingent , in respect of any obligation of any other person;

(v) doing or omitting to do anything which would have the effect of or result in the Company being wound up, whether voluntarily or compulsorily, or of being deregistered, or which is calculated to have that effect;

• The limitations, restrictions and qualifications on the authority of the organs and bodies of the Company set out above do not apply to the following transactions of the Company or undertaken on behalf of the Company, namely:

(i) acquiring and holding the FundCo Ordinary Shares;

(ii) concluding any agreements with Sasol and any member of the Sasol Group which, other than in the case of the Governing Agreement, have been approved in writing by the holders of the Preference Shares prior to conclusion;

(iii) concluding any agreements with the holders of the Preference Shares relating to the Preference Shares, including the furnishing of security in respect thereof;

(iv) issuing a prospectus approved by Sasol;

(v) concluding any agreements with its Shareholders , which have been approved in writing by Sasol and the holders of the Preference Shares prior to conclusion;

(vi) implementing the provisions of, exercising its rights and performing its obligations under the Governing Agreement and the agreements and prospectus contemplated in (ii), (iii), (iv) and (v) above;

(vii) complying with its statutory and common law obligations (including incurring any statutory and/or secretarial fees or charges associated therewith).

• The limitations, restrictions and qualifications on the authority of the organs and bodies of the Company can be amended only by way of the passing of a special resolution which shall be of no force or effect unless the prior written approvals of the holder of the Sasol Inzalo Preference Share and the holders of the Preference Shares, which have not been redeemed, are obtained, if such amendment is intended to be made operative during the Designated Period.


Annexure 9

Market price history of Sasol Inzalo Ordinary Shares on the Sasol Inzalo Share Trading Platform

The table below sets out the high and low prices and the aggregate volumes and values traded on the Sasol Inzalo Share Trading Platform for the following periods:

High Low Value Volume Rand Rand Rand Number of Shares

Quarterly 2012 March 41,38 31,82 51 593,00 1 384June 35,53 34,18 1 055 634,21 29 113September 60,19 56,49 1 902 678,66 31 631December 71,37 67,92 1 875 285,77 25 1862013 March 61,38 60,75 1 617 328,16 26 289June 53,67 51,78 2 442 300,08 43 319September 55,11 52,97 4 040 491,83 74 779December 61,27 58,77 4 262 050,91 70 1602014 March 89,34 84,89 13 507 333,80 133 455June 141,08 136,06 24 152 522,04 172 358September 142,52 140,15 21 287 662,27 148 851December 105,34 100,51 14 302 916,66 125 2642015 March 73,14 71,06 4 693 888,89 64 065June 71,61 69,59 4 108 225,83 57 836September 66,72 65,30 3 586 875,78 52 306Monthly 2012 March1 41,38 31,82 51 593,00 1 384April 34,79 32,91 404 836,50 11 239May 32,74 31,53 314 894,89 9 262June 39,06 38,09 335 902,82 8 612July 47,61 46,05 527 670,98 11 141August 55,25 52,60 476 993,97 8 592September 77,70 70,83 898 013,71 11 898October 84,13 77,60 925 314,62 10 721November 68,62 65,66 514 548,02 7 298December 61,37 60,50 435 423,13 7 1672013 January 60,89 60,23 655 300,15 10 788February 62,02 61,06 617 036,56 9 859March 61,23 60,95 344 991,45 5 642April 53,06 50,21 1 403 841,70 24 020May 54,72 52,78 418 921,91 7 689June 53,24 52,35 619 536,47 11 610July 51,93 51,24 2 495 487,18 47 876August 51,95 50,49 820 527,19 15 514September 61,44 57,19 724 477,46 11 389October 61,17 59,96 923 441,63 15 191November 58,53 55,79 1 832 612,67 30 784December 64,11 60,56 1 505 996,61 24 185

1 Sasol and Sasol Inzalo launched the Sasol Inzalo Share Trading Platform on 1 March 2012,



2014 January 67,16 64,08 1 211 038,25 18 283February 96,48 92,01 2 825 504,90 30 081March 104,39 98,59 9 470 790,65 85 091April 140,26 135,63 9 295 809,03 66 198May 144,53 138,86 5 756 708,31 39 058June 138,45 133,68 9 100 004,70 67 102July 140,83 138,57 6 331 684,03 44 815August 142,72 140,52 7 574 900,01 52 841September 144,02 141,37 7 381 078,23 51 195October 125,75 120,26 9 035 739,51 72 295November 104,73 102,29 3 989 290,84 38 369December 85,53 78,98 1 277 886,31 14 6002015 January 75,23 71,71 1 401 911,68 18 197February 71,93 70,04 1 838 922,83 25 912March 72,26 71,42 1 453 054,38 19 956April 70,00 67,17 2 007 354,14 28 747May 73,01 70,95 1 130 570,15 15 539June 71,82 70,64 970 301,54 13 550July 70,40 69,44 1 270 694,21 18 147August 67,70 66,69 1 097 249,88 15 808September 62,06 59,78 1 218 931,69 18 351Daily 3 August 2015 70,00 70,00 48 090,00 6874 August 2015 70,00 70,00 53 130,00 7595 August 2015 70,00 70,00 137 760,00 1 9686 August 2015 70,00 69,00 12 130,00 1747 August 2015 70,10 69,00 148 371,00 2 13911 August 2015 70,10 70,00 82 963,60 1 18512 August 2015 70,50 70,00 38 376,00 54813 August 2015 70,50 70,00 29 481,50 42114 August 2015 70,00 70,00 40 670,00 58117 August 2015 70,00 70,00 17 290,00 24718 August 2015 70,00 70,00 40 110,00 57319 August 2015 70,00 70,00 35 840,00 51220 August 2015 70,00 70,00 52 780,00 75421 August 2015 70,00 70,00 189 000,00 2 70024 August 2015 70,00 69,00 88 103,00 1 263 25 August 2015 69,00 68,00 42 448,92 619 26 August 2015 68,82 68,82 21 265,38 309 27 August 2015 55,00 40,00 14 985,00 288 28 August 2015 55,00 55,00 1 375,00 2531 August 2015 55,01 55,00 3 080,48 561 September 2015 55,02 55,01 14 414,68 262 2 September 2015 70,00 55,02 254 788,46 3 716 3 September 2015 62,00 60,01 18 620,82 304 4 September 2015 61,01 60,02 25 295,55 417 7 September 2015 70,00 60,02 588 434,50 8 426 8 September 2015 65,00 62,00 11 729,00 181 9 September 2015 62,00 60,02 27 127,57 446 10 September 2015 62,00 60,03 13 355,39 219 11 September 2015 60,51 60,51 3 328,05 55 14 September 2015 69,00 60,51 18 383,75 289 15 September 2015 60,54 60,53 8 050,98 133 16 September 2015 61,00 60,54 13 526,18 223 17 September 2015 61,00 60,53 38 211,74 628 18 September 2015 60,53 60,51 9 985,61 165



21 September 2015 60,03 60,02 20 589,30 34322 September 2015 60,51 60,02 67 853,96 1 130 23 September 2015 60,51 60,02 9 738,68 161 25 September 2015 60,51 60,01 19 919,36 331 28 September 2015 60,02 60,02 13 804,60 230 29 September 2015 60,02 60,02 19 986,66 333 30 September 2015 62,00 60,05 21 786,85 359 1 October 2015 60,15 60,05 13 708,10 228 2 October 2015 63,00 60,05 36 284,75 594 5 October 2015 63,00 60,50 35 013,00 566 6 October 2015 60,50 60,50 22 385,00 370 7 October 2015 60,50 60,02 27 330,46 455 8 October 2015 65,00 60,00 53 809,00 850 9 October 2015 60,00 50,01 13 761,12 248 12 October 2015 65,00 62,00 27 105,00 419 13 October 2015 68,00 65,00 99 873,00 1 530 14 October 2015 66,00 65,00 31 411,00 481 15 October 2015 65,00 60,00 4 535,00 75 16 October 2015 55,01 55,00 9 900,85 180


Annexure 10

Market price history of Sasol Ordinary Shares on the JSE

The table below sets out the high and low prices and the aggregate volumes and values traded on the JSE from September 2008 to current:


Quarterly 2008 December 277,59 258,68 45 298 854 810 168 558 9602009 March 280,48 267,09 34 925 232 928 127 662 260June 289,38 278,51 40 282 332 616 141 810 940September 291,12 282,71 39 393 897 578 137 522 684December 297,97 291,54 36 088 298 285 122 715 9452010 March 292,14 285,95 40 158 678 045 139 609 426June 292,30 285,30 42 548 158 075 147 542 235September 293,21 286,58 27 793 676 711 95 551 889December 329,58 323,18 32 601 237 408 100 187 8912011 March 369,56 359,73 53 544 717 971 145 824 519June 368,22 358,96 47 247 407 091 129 460 142September 340,15 329,95 45 291 812 520 137 135 246December 371,95 361,96 41 687 606 323 114 654 6122012 March 397,06 390,44 49 347 354 620 125 497 587June 364,70 357,62 36 500 341 026 101 331 797September 360,94 353,46 43 044 034 966 119 894 724December 373,45 368,51 35 552 599 162 95 757 3202013 March 394,00 386,57 44 787 705 852 114 529 768June 417,30 406,54 52 998 419 536 128 343 656September 470,09 460,20 44 970 454 735 96 540 229December 505,39 496,28 45 812 046 613 91 467 4052014 March 554,66 542,88 44 659 247 737 81 047 935June 604,77 594,80 39 072 746 624 64 921 845September 627,86 616,71 40 898 494 065 65 754 486December 513,87 498,65 65 995 890 907 133 341 9832015 March 426,36 411,50 66 584 121 140 159 671 203June 452,61 439,97 49 386 400 965 110 166 878September 423,77 409,70 50 568 652 161 121 653 543Monthly 2008 September 369,72 348,32 22 927 520 173 64 789 447October 284,74 261,07 19 877 917 098 73 085 765November 263,69 246,12 14 407 232 527 56 047 090December 284,33 268,84 11 013 705 185 39 426 105


2009 January 294,03 279,97 12 972 049 459 45 516 310February 274,10 261,66 8 927 721 444 33 383 332March 273,32 259,63 13 025 462 025 48 762 618April 274,57 262,67 10 300 667 419 38 265 633May 296,68 285,29 13 853 036 904 47 563 158June 296,88 287,56 16 128 628 293 55 982 149July 279,52 270,89 13 726 421 574 50 047 571August 295,78 287,06 11 693 757 317 40 150 588 September 298,06 290,19 13 973 718 687 47 324 525October 300,16 292,62 13 850 879 573 46 792 294November 297,43 292,13 12 567 983 939 42 672 922December 296,31 289,88 9 669 434 773 33 250 7292010 January 302,45 296,29 11 050 954 998 36 976 333February 283,74 276,67 12 391 419 051 44 527 274March 290,23 284,88 16 716 303 996 58 105 819April 306,46 300,85 14 693 408 482 48 319 910May 285,82 277,74 16 499 033 184 58 790 145June 284,61 277,30 11 355 716 409 40 432 180July 287,96 280,76 8 036 262 751 28 295 904August 290,30 283,75 9 292 257 736 32 331 650September 301,37 295,22 10 465 156 224 34 924 335October 321,30 315,18 12 606 290 741 39 373 187November 332,64 325,59 9 888 207 883 30 117 855December 334,79 328,76 10 106 738 784 30 696 8492011 January 354,04 346,24 13 641 334 770 38 833 741February 376,32 365,53 17 302 475 659 46 596 778March 378,33 367,41 22 600 907 542 60 394 000April 387,94 377,23 17 893 120 550 46 581 579May 363,87 353,81 14 910 614 173 41 538 384June 352,86 345,85 14 443 672 368 41 340 179July 358,56 350,99 11 946 106 651 33 838 561August 322,99 312,53 18 544 234 834 58 703 645September 338,89 326,34 14 801 471 035 44 593 040October 351,75 341,83 15 633 817 108 45 545 005November 377,61 366,47 13 928 250 361 37 480 486December 386,49 377,57 12 125 538 854 31 629 121 2012 January 400,39 393,13 14 304 627 143 36 003 628February 403,08 397,93 16 727 553 735 41 730 613March 387,70 380,25 18 315 173 742 47 763 346April 369,41 364,19 10 227 721 208 27 909 446May 361,60 354,12 11 553 377 386 32 297 382June 363,10 354,54 14 719 242 432 41 124 969July 346,72 340,40 11 526 124 391 33 601 841August 357,13 350,59 13 249 787 936 37 671 537September 378,97 369,40 18 268 122 639 48 621 346October 378,73 371,81 13 686 924 524 36 450 081November 377,64 372,14 11 338 237 082 30 310 053

High Low Value VolumeRand Rand Rand Number of Shares


December 363,98 361,59 10 527 437 556 28 997 1862013 January 375,11 369,58 16 546 273 462 44 205 830February 394,87 387,37 11 748 465 642 30 023 778March 412,01 402,76 16 492 966 748 40 300 160April 394,03 383,66 15 831 272 451 40 866 957May 421,00 411,25 20 020 392 658 47 651 570June 436,86 424,71 17 146 754 427 39 825 129July 445,96 434,83 13 586 035 814 30 841 491August 477,95 467,68 14 605 603 927 30 836 128September 486,37 478,09 16 778 814 994 34 862 610October 500,01 492,24 15 740 283 835 31 683 261November 510,95 502,12 19 264 522 301 38 038 009December 505,21 494,49 10 807 240 477 21 746 1352014 January 535,65 524,36 15 890 116 944 29 760 943February 545,18 534,25 11 803 430 255 21 888 239March 583,16 570,03 16 965 700 538 29 398 753April 585,65 577,01 12 147 170 266 20 916 587May 600,56 590,82 12 100 140 260 20 302 798June 628,10 616,58 14 825 436 098 23 702 460July 631,95 621,42 12 556 969 016 20 044 933August 622,35 610,17 12 118 475 882 19 670 429September 629,27 618,53 16 223 049 167 26 039 124October 574,84 559,87 23 981 426 279 42 509 836November 533,85 519,61 19 188 303 956 36 983 908December 432,92 416,46 22 826 160 672 53 848 2392015 January 405,30 390,45 21 814 731 194 55 539 027February 459,48 442,51 25 999 880 193 57 995 422March 414,30 401,53 18 769 509 753 46 136 754April 456,64 444,12 17 281 083 308 37 984 914May 463,59 450,15 14 831 464 427 32 136 995June 437,59 425,64 17 273 853 230 40 044 969July 433,61 420,76 16 647 580 165 39 073 392August 416,66 401,89 16 660 966 354 40 984 221September 421,04 406,46 17 260 105 642 41 595 930 Daily 3 August 2015 437,50 420,56 597 667 870 1 394 8044 August 2015 429,70 413,06 458 539 892 1 083 7005 August 2015 434,22 421,18 697 201 938 1 628 4206 August 2015 424,75 411,90 648 125 259 1 550 1127 August 2015 440,29 415,05 875 771 942 2 038 42211 August 2015 435,07 422,60 833 644 861 1 939 59112 August 2015 425,93 416,50 982 444 267 2 335 59013 August 2015 430,01 418,50 447 922 246 1 055 64814 August 2015 424,99 413,01 687 565 990 1 646 82517 August 2015 417,88 401,33 993 508 184 2 449 89118 August 2015 405,27 395,01 660 048 186 1 648 85219 August 2015 407,36 398,01 737 326 536 1 835 305




20 August 2015 394,92 384,00 1 105 819 255 2 838 96321 August 2015 396,00 382,00 688 687 106 1 781 11824 August 2015 380,00 363,02 1 022 884 853 2 745 63625 August 2015 396,32 375,00 839 846 782 2 167 95626 August 2015 389,35 375,57 1 153 455 013 3 019 34927 August 2015 402,28 386,16 1 050 987 092 2 660 41428 August 2015 431,79 407,94 1 207 687 457 2 865 50431 August 2015 429,49 417,46 971 831 625 2 298 121 1 September 2015 435,00 420,18 1 081 355 974 2 527 645 2 September 2015 436,84 418,16 858 953 602 2 007 118 3 September 2015 448,00 428,00 763 100 922 1 734 280 4 September 2015 446,99 422,88 1 148 632 697 2 655 524 7 September 2015 434,00 415,20 644 753 859 1 529 305 8 September 2015 426,08 410,04 792 539 715 1 892 408 9 September 2015 443,00 422,71 729 659 135 1 695 789 10 September 2015 425,19 415,01 812 377 393 1 936 861 11 September 2015 421,67 405,13 673 425 319 1 630 776 14 September 2015 414,43 407,25 477 829 491 1 161 418 15 September 2015 422,15 411,37 645 213 060 1 546 240 16 September 2015 425,19 410,69 1 084 170 165 2 599 605 17 September 2015 434,81 418,00 2 014 333 744 4 696 785 18 September 2015 429,20 410,00 780 001 473 1 877 759 21 September 2015 412,49 402,53 525 337 971 1 290 174 22 September 2015 407,75 393,68 711 438 466 1 773 406 23 September 2015 404,95 396,05 767 900 658 1 917 128 25 September 2015 404,03 393,74 530 062 298 1 335 707 28 September 2015 395,00 380,02 482 993 623 1 255 586 29 September 2015 385,51 375,00 1 001 919 686 2 632 026 30 September 2015 389,50 380,00 734 106 391 1 900 390 1 October 2015 405,30 388,52 806 505 653 2 025 919 2 October 2015 403,61 395,57 760 405 522 1 905 329 5 October 2015 410,20 393,91 945 984 941 2 334 714 6 October 2015 419,68 406,50 730 704 835 1 760 768 7 October 2015 449,00 426,00 1 264 072 175 2 901 761 8 October 2015 440,99 426,42 710 975 921 1 631 781 9 October 2015 465,50 446,10 1 387 250 752 3 028 035 12 October 2015 463,49 445,17 829 557 445 1 830 476 13 October 2015 446,93 432,35 921 742 600 2 095 364 14 October 2015 444,96 432,49 722 171 134 1 642 820 15 October 2015 440,05 422,66 569 690 795 1 329 113 16 October 2015 437,98 424,50 636 262 027 1 475 720


Annexure 11

Financing Institutions and details of bank account

Financing InstitutionsName and registration number Physical addressABSA Bank Limited United Towers Proprietary LimitedUnited Towers Proprietary Limited c/o Absa Bank Limited(registration number 1968/015550/07) Ground Floor 15 Alice Lane Sandown Sandton 2196

FirstRand Bank Limited (acting through its Rand Merchant Bank division) (registration number 1929/001225/06)

14th Floor1 Merchant PlaceCorner Fredman Drive and Rivonia RoadSandton2196

Investec Bank Limited (registration number 1969/004763/06)

3rd Floor100 Grayston DriveSandownSandton2196

Nedbank Limited 6th Floor, F BlockDepfin Investments Proprietary Limited (registration number 1982/006127/07)

135 Rivonia RoadSandownSandton2057

The Standard Bank of South Africa Limited (registration number 1962/000738/06)

3rd Floor East30 Baker StreetRosebank2196

Bank accountSasol Inzalo holds a current account with The Standard Bank of South Africa Limited, a universal bank and full-service financial group offering transactional banking, saving, borrowing, lending, investment, insurance, risk management, wealth management and advisory services.

The Standard Bank of South Africa Limited’s physical address is: 30 Baker StreetRosebank2196