SASOL KHANYISA. Public (RF) Limited Group. ANNUAL REPORT 30 June 2018

Transcription

1 SASOL KHANYISA Public (RF) Limited Group ANNUAL REPORT 30 June 2018

2 CONTENTS INVITATION FROM THE CHAIRMAN 1 OUR GOVERNANCE How to participate in the annual general meeting 2 Location of the annual general meeting 3 Our Board of Directors 4 Our governance framework 5 Notice of annual general meeting 7 SASOL SOUTH AFRICA LIMITED: FACT BOOK 10 ANNUAL FINANCIAL STATEMENTS 20 CONTACT DETAILS 41 FORM OF PROXY 37 Internal control The Annual Financial Statements (AFS) of Sasol Khanyisa Public (RF) Limited have been audited in compliance with section 30 of the South African Companies Act. Ms Amelia van den Berg CA(SA), Vice President: Statutory Reporting, is responsible for this set of financial statements and has supervised the preparation thereof in conjunction with Ms Thandeka Dhlamini CA(SA), Manager Financial Statutory Compliance. The AFS are reviewed by management, the Sasol Khanyisa Public (RF) Limited Audit Committee, the Board and are audited by the external auditors of the Group. The Annual Report is available on our website, or on request from Computershare. Contact details are on the inside back cover.

3 INVITATION FROM THE CHAIRMAN Dear Sasol Khanyisa shareholder(s) On 1 June 2018 you became a shareholder of Sasol Khanyisa Public (RF) Limited (Sasol Khanyisa Public or the Company) and a part of Sasol s new Broad-Based Black Economic Empowerment (B-BBEE) ownership structure. You are one of the approximately shareholders, who hold 9.2% direct and indirect ownership in Sasol South Africa Limited (SSA), which houses Sasol Limited s most cash-generative assets, including its synthetic fuels, chemicals and gas businesses. As Chairman of the Board of Sasol Khanyisa Public (RF) Limited I would like to extend a warm welcome to all our Sasol Khanyisa Ordinary shareholders and invite you to join myself and my fellow Directors, Ms Nonkululeko Manyika and Mr Kenny Setzin, at the first annual general meeting (AGM) of Sasol Khanyisa Public. Date: Saturday, 3 November 2018 Time: 10:30 Venue: The Ellis Park Indoor Arena, Bertrams Road, Doornfontein, Johannesburg Shareholders are also invited to attend a presentation on Your investment in Sasol Khanyisa which will start at 09:00. The AGM is an important event on the Sasol Khanyisa Public calendar. It is an opportunity to constructively engage with one another, ask questions and to vote on the items of business. Shareholders will be updated on the Company s performance for the six months ended 30 June 2018 and on the performance of SSA. As shareholders, you have a right to vote on matters that concern your investment and, as such, I encourage you to either attend the AGM in person or through imeeting or submit your Form of Proxy. Details on how to participate in the AGM are included in this Annual Report on page 2. The Form of Proxy is attached to this Annual Report. Alternatively, you may register your proxy electronically through iproxy or vote by using your cellphone. I invite you to join us at the AGM and encourage you to take advantage of this opportunity to meet and speak with the Directors. Secure parking is provided at the venue at the owner s risk. The Board recommends that you vote in favour of all the items of business. I look forward to hosting you at the AGM. Yours sincerely Zanele Monnakgotla Sasol Khanyisa Public (RF) Limited Group Annual Report

4 HOW TO PARTICIPATE IN THE ANNUAL GENERAL MEETING The annual general meeting (AGM) is an important event on the Sasol Khanyisa Public (RF) Limited calendar. Your participation is important. The AGM provides an update for shareholders on performance for the six months ended 30 June 2018 and offers an opportunity for you to ask questions and vote on the items of business. Important information on how you can participate in the AGM is set out below: Registration Shareholders attending the AGM are asked to register at the registration desk in the reception of The Elllis Park Indoor Arena, Bertrams Road, Doornfontein, Johannesburg. Before any person may attend or participate in the AGM, the person must present reasonable satisfactory personal identification. The Company will accept a valid South African identity document, a valid driver s licence or a valid passport as satisfactory means of personal identification. Shareholders wishing to attend are advised to be inside The Ellis Park Indoor Arena no later than 08:45. The morning s proceedings will begin with a presentation on Your investment in Sasol Khanyisa. The AGM will commence at 10:30 with a short information session, informing shareholders of the translation services and the electronic voting process to be used at the meeting. Please note that the registration desk, at which shareholders will register to vote at this meeting on Saturday, 3 November 2018, will close at 10:15. Shareholder queries A shareholder information stand will be available in the foyer at the meeting. ELECTRONIC PARTICIPATION Teleconferencing Shareholders entitled to attend and vote at the meeting, or proxies of such shareholders, shall be entitled to participate in the meeting by electronic means. Should a shareholder wish to participate in the meeting by teleconference, the shareholder concerned should advise Computershare Investor Services Proprietary Limited by 09:00 on Friday, 26 October Shareholders are requested to refer to note 6 on page 8 of the notes to notice of annual general meeting for full details on how to participate in the meeting via teleconference. Shareholders are requested to dial in with the details provided by Computershare Investor Services Proprietary Limited by no later than 15 minutes prior to the commencement of the annual general meeting, during which time registration will take place. Shareholders must note that participation in the meeting by teleconference will be at the expense of the shareholders who wish to utilise the facility. iproxy Shareholders may also use an online proxy voting facility to complete their Forms of Proxy. This online proxy is free of charge and is available on the internet. To make use of the online proxy, shareholders are required to register for the service, via the website on annualgeneralmeeting. Shareholders will also be able to view a demonstration of the online proxy voting process. Voting through iproxy will commence at 09:00 on Monday, 29 October imeeting Shareholders may participate in the AGM anywhere through a computer via the internet. Attendees will be able to view the proceedings of the AGM, ask the speaker questions and vote on the resolutions. Shareholders can access imeeting via the website on com/annualgeneralmeeting. To participate in the AGM through imeeting, shareholders are required to register for the service by accessing the link and providing their Identity Number. The imeeting will be available from 08:00 on 3 November The day s proceedings will start at 09:00. 2 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

5 LOCATION OF THE ANNUAL GENERAL MEETING THE ELLIS PARK INDOOR ARENA Bertrams Road Doornfontein Johannesburg GPS Co-ordinates ºS ºE DIRECTIONS TO THE ELLIS PARK INDOOR ARENA From OR Tambo International Airport From Johannesburg South From Pretoria Take R24 towards Johannesburg Take M1 North Take N1 South Take Albertina Sisulu Road to Bertrams Road Turn right onto Bertrams Road Continue on M1 to Johannesburg Take the M31/Joe Slovo Drive exit from Francois Oberholzer Freeway/M2 Continue on Joe Slovo Drive/M31 Use the right lane to take the ramp to Albertina Sisulu Road Turn left onto Bertrams Road Continue towards Johannesburg on M1 Take exit 16 for Houghton Drive towards M31/Johannesburg/Joe Slovo Drive Continue on Houghton Drive/St Andrew Main Road/M31 Turn left onto Beit Street Turn right onto Park Road Turn left onto Miller Street Turn left onto Bertrams Road Sasol Khanyisa Public (RF) Limited Group Annual Report

6 OUR BOARD OF DIRECTORS ZANELE MONNAKGOTLA Born 1971 INDEPENDENT NON-EXECUTIVE CHAIRMAN Masters in Finance Management Advanced Programme LLM (Tax), LLB, BCom Appointed to the Board in 2018 and Chairman of the Board in 2018 Board committee: Member of the Audit Committee and the Social and Ethics Committee Ms Monnakgotla is the Founder and Managing Director of Freewi, a company whose aim is to make Wi Fi more accessible to communities, townships, businesses and the underprivileged in SA and the continent. Ms Monnakgotla is Chairman of the Boards of Sasol Inzalo Public (RF) Limited, Sasol Inzalo Public Funding (RF) (Pty) Ltd and of its Nomination Committee, and is also a nonexecutive director on the following boards: Sasol South Africa Limited, Development Bank of Southern Africa (DBSA) and Small Enterprise Development Agency (SEDA). She previously 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. She previously served as a nonexecutive director on Bluefin, Persomics and Foskor and was a member of the Legal and Technical sub-committee of Pebble Bed Modular reactor. NONKULULEKO MANYIKA Born 1983 INDEPENDENT NON-EXECUTIVE DIRECTOR BCom Accounting BCompt (CTA - Hons), CA(SA) Appointed to the Board in 2018 and Chairman of the Audit Committee in 2018 Board committee: Member of the Social and Ethics Committee Ms Manyika works for ENM Holdings, a black-owned construction group where she manages the group s Shared Services. Ms Manyika is a non-executive director of Sasol Inzalo Public (RF) Limited and Sasol Inzalo Public Funding (RF) (Pty) Ltd, a non-executive director of Sasol Inzalo Groups (RF) Limited and Sasol Inzalo Groups Funding (RF) (Pty) Ltd and Chairman of their Audit Committee. She was previously 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. KENNY SETZIN Born 1961 INDEPENDENT NON-EXECUTIVE DIRECTOR BA, MBA Diploma (Small Business Financing) Appointed to the Board in 2018 and Chairman of the Social and Ethics Committee in 2018 Board committee: Member of the Audit Committee Mr Setzin is the founder and executive chairman of the DIH Group which has a portfolio of strategic investments in media, management consulting services, financial services and mining. Mr Setzin is Chairman of the Boards of Sasol Inzalo Groups (RF) Limited and Sasol Inzalo Groups Funding (RF) (Pty) Ltd, Chairman of J Walter Thompson SA (Pty) Ltd; North West FM (Pty) Ltd; Litsamaiso (Pty) Ltd (Rea Vaya Bus Rapid Transit System) and nonexecutive director of Lanxess Chrome Mining (Pty) Ltd, Aon South Africa and PE Corporate Services (Pty) Ltd. Prior to the formation of the DIH Group, he was an Executive Director of New Africa Investment Limited (NAIL). During his 11-year tenure at NAIL, he was the Chairman of Jacaranda FM (Pty) Ltd, Radmark (Pty) Ltd and KFM (Pty) Ltd and he also served on the boards of Urban Brew (Pty) Ltd, Nokia Siemens Network (Pty) Ltd, Kaya FM (Pty) Ltd and Siemens Southern Africa Limited. 4 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

7 OUR GOVERNANCE FRAMEWORK On 1 June 2018, Sasol implemented its new Broad-Based Black Economic Empowerment (B-BBEE) ownership structure, known as the Sasol Khanyisa transaction. Sasol Khanyisa comprises approximately shareholders, who hold 25% direct and indirect ownership in Sasol South Africa Limited (SSA), previously a wholly-owned subsidiary of Sasol Limited (Sasol) which houses Sasol s most cash generative assets, including its synthetic fuels, chemicals and gas businesses. As part of Sasol Khanyisa, eligible Sasol BEE ordinary shareholders, Sasol Inzalo Public (RF) Limited ordinary shareholders and Sasol Inzalo Groups (RF) Limited ordinary shareholders, who did not opt out of Sasol Khanyisa, received one ordinary share in Sasol Khanyisa Public (RF) Limited (the Company or Sasol Khanyisa Public) for every share owned under the Sasol Inzalo transaction, in addition to shares they received in Sasol. The Company through its subsidiary Sasol Khanyisa Fundco (RF) Limited (Sasol Khanyisa Fundco) owns 9,2% of SSA and has the right to appoint a director to the SSA board of directors. The SSA shares will be exchanged for Sasol BEE ordinary shares in Sasol and distributed to Sasol Khanyisa Public shareholders after 10 years, unless the vendor funding provided by Sasol and Sasol Financing Limited is settled earlier (the Empowerment period). Sasol Khanyisa Public s main business is to hold the SSA shares on behalf of its approximately shareholders and to receive and distribute dividends to its shareholders until such time as the SSA shares are exchanged for shares in Sasol at the end of the Empowerment Period. The Company has no operations or employees; neither does it have assets, save for its indirect investment in SSA. The Company and its subsidiary, Sasol Khanyisa Fundco (the Group), apply all the principles of the King Report on Corporate Governance for South Africa 2016 (King IV ) insofar as these principles apply to them. In terms of a Relationship Agreement entered into between the Company, Sasol Khanyisa Fundco (RF) Limited, Sasol, Sasol Financing Limited and SSA (the Administrative Agent), SSA provides all necessary services, such as financial, information and risk management, governance, legal compliance and internal audit services, to the Group. These services are subject to oversight and performance management by the appropriate governance entities within Sasol. SSA complies with the principles of King IV in fulfilling its duties as Administrative Agent in terms of the Relationship Agreement. SSA is the company secretary of the Group. It is represented by suitably qualified and experienced individuals. It is of utmost importance to the Group that it consistently complies with existing and new regulations in order to ensure the integrity of the transaction during the Empowerment period. SSA, as the company secretary and Administrative Agent, is primarily responsible for ensuring compliance with the regulatory requirements and is supported and monitored by the finance, internal audit, legal services and risk management functions of SSA. The Group acknowledges that transparency and accountability are achieved by among others, effective communication, which is integral in building stakeholder value. To that end, the Group is committed to providing meaningful, transparent, timely and accurate financial and non-financial information to its shareholders. The Group endeavours, through Sasol and SSA s disclosure controls and procedures, to present a balanced and understandable assessment of its financial position by addressing material matters of significant interest and concern in its annual financial statements. The Board, within the framework of the Relationship Agreement, steers and sets the direction of the Company and brings independent, informed and effective judgement and leadership to bear on material decisions reserved for the Board whilst ensuring that strategy, risk and performance considerations are effectively integrated and appropriately balanced. The directors are entitled to seek independent professional advice at SSA s expense concerning the Company s affairs and have access to any information they may require in discharging their duties as directors. The Board is satisfied that it fulfilled all its duties and obligations as detailed in the Relationship Agreement in the 2018 financial year. Sasol Khanyisa Public (RF) Limited Group Annual Report

8 Our directors and the composition of the Board and committees SASOL KHANYISA PUBLIC (RF) LIMITED SHAREHOLDERS SASOL KHANYISA PUBLIC (RF) LIMITED BOARD Independent Non-executive Directors Meeting 100% attendance Z Monnakgotla* 23 May 2018 N Manyika KH Setzin Control/Assurance Audit Committee 1 Social and Ethics Committee 2 N Manyika KH Setzin Z Monnakgotla N Manyika KH Setzin Z Monnakgotla Disclosures SASOL SOUTH AFRICA LIMITED (ADMINISTRATIVE AGENT) Governance, Compliance and Ethics Finance Corporate Affairs Legal Services Internal Audit Risk Management ETHICAL FOUNDATION * Chairman 1 The Audit Committee was established on 17 July 2018 and held its first meeting on 21 September Its composition will be reviewed once the shareholders have elected directors in terms of the MOI. 2. The Social and Ethics Committee was established on 17 July 2018 and held its first meeting on 21 September Its composition will be reviewed once the shareholders have elected directors in terms of the MOI. The Board recognises and embraces the benefits of diversity at Board level, to enhance the range of directors perspectives. We appreciate that Board diversity is an essential component for sustaining a competitive advantage. Directors are chosen for their corporate leadership skills, experience and expertise. A combination of business, geographical and academic backgrounds as well as diversity in age, gender and race, enhance the composition of a truly diverse Board. In terms of the Company s memorandum of incorporation (MOI), the Board shall comprise a majority of black persons, with a minimum of 40% being black female. The Audit Committee (the Committee) is constituted as a statutory committee of the Company in respect of its statutory duties in terms of section 94(7) of the Companies Act, No. 71 of 2008 (the Act) and a committee of the Company s board in respect of all other duties assigned to it by the Board. The Report of the Audit Committee appears on page 21 of this Annual Report. The Social and Ethics Committee (the Committee) performs the functions as set out in section 72(4) of the Companies Act, No. 71 of 2008 read with regulation 43 of the Regulations made thereunder, for the Group. In performing these functions, the Committee places reliance on the work and reporting of any group function of SSA, that has responsibility for any function falling within the role of the Committee. The Committee is responsible for oversight over the group s stakeholder engagement, reviewing all proposed shareholder communication plans and making appropriate recommendations to the Board. 6 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

9 NOTICE OF ANNUAL GENERAL MEETING Sasol Khanyisa Public (RF) Limited Registration number 2017/663901/06 Notice is hereby given that the first annual general meeting of Sasol Khanyisa Public (RF) Limited s (Sasol Khanyisa or the Company) shareholders will be held on Saturday, 3 November 2018 at 10:30 at The Ellis Park Indoor Arena, Bertrams Road, Doornfontein, Johannesburg, South Africa. This document is important and requires your immediate attention. Your attention is drawn to the notes at the end of this notice, which contain important information with regard to participation in the annual general meeting. The holders of Sasol Khanyisa ordinary shares (the shareholders) and any persons who are not shareholders but who are entitled to exercise any voting rights in relation to the resolutions to be proposed at the meeting (collectively the Holders or you), as at the record date of Friday, 26 October 2018 are entitled to attend, participate in and vote at the annual general meeting in person or by proxy. A proxy need not be a person entitled to vote at the meeting. The board of directors (the Board) has determined, in accordance with section 59 of the Companies Act, No. 71 of 2008 (the Act), that the record date by when persons must be recorded as shareholders in the securities register of the Company in order to be entitled to receive the notice of annual general meeting is Friday, 28 September The record date in order to be recorded in the securities register as a shareholder to be able to attend, participate and vote at the annual general meeting, is Friday, 26 October This document is available in English only. The proceedings at the meeting will be conducted in English but will be available in other selected official languages 1. The purpose of the annual general meeting is for the following business to be transacted and to consider and, if approved, to pass with or without modification, the following ordinary resolutions, in the manner required by the Company s memorandum of incorporation (MOI), and the Act: 1. To receive the audited annual financial statements of the Company and of the Sasol Khanyisa Public (RF) Limited group, for the six months ended 30 June 2018, together with the reports of the directors, the Audit Committee and the external auditors. The Annual Financial Statements of the Company for the six months ended 30 June 2018 (are contained in the Annual Report). 2. To vote on the election, each by way of a separate vote, of the following directors who were appointed to fill vacancies arising from the resignation of the first directors of the Company and are required to retire in terms of clause of the Company s MOI, and who are eligible and have offered themselves for election 3 : 2.1 Ms Z Monnakgotla 2.2 Ms N Manyika 2.3 Mr KH Setzin A director will be elected if he or she each receives more votes in his/her favour than against him or her. 3. To elect, each by way of a separate vote, the following persons as directors, who have been nominated in terms of clause of the Company s MOI, and who are eligible and have offered themselves for election 5. The effect of this would be that the nominees who receive the most votes will be elected to the Board, subject to the maximum number of vacancies available after the completion of voting on the election of directors in terms of paragraph 2. In terms of clause 22.1 of the Company s MOI the maximum number of directors shall be 7 (seven), the majority of whom shall be Black and at least 40% (forty percent) shall be female: 3.1 Ms TLB Boikhutso 3.2 Mr TR Madiba 3.3 Mr KM Makhetha 3.4 Mr IA Mamoojee 3.5 Mr LS Mayekiso 3.6 Ms K Njobe 4. To vote on the appointment of PricewaterhouseCoopers Inc (PwC) to act as the independent auditor of the Company until the next annual general meeting. The Audit Committee has concluded that the appointment of PwC will comply with the requirements of the Act and the Regulations, and accordingly nominates PwC for reappointment as auditors of the Company. The auditor will be reappointed automatically without any resolution being passed if none of the circumstances set out in section 90(6) of the Act apply as at the date of the annual general meeting. Ms MM Mokone will be the independent registered auditor representing PwC for the time being. 5. To vote on the election, each by way of a separate vote, of the members of the Audit Committee of the Company, to hold office until the end of the next annual general meeting, namely: 5.1 Ms N Manyika (subject to her being elected as a director in terms of ordinary resolution number 2.2); 5.2 Ms Z Monnakgotla (subject to her being elected as a director in terms of ordinary resolution number 2.1); 5.3 Mr KH Setzin (subject to him being elected as a director in terms of ordinary resolution number 2.3). At the date of this notice, there are no vacancies on the Audit Committee. The Board has reviewed the proposed composition of the Audit Committee against the requirements of the Act and the Regulations 6 that apply to the Company, and has confirmed that the proposed Audit Committee will comply with the relevant requirements, and is comprised of members with the necessary knowledge, skills and experience to enable the Audit Committee to perform its duties in terms of the Act. The Board recommends the election by holders of the directors listed above as members of the Audit Committee, to hold office until the end of the next annual general meeting. By order of the Board 21 September IsiZulu, SeSotho, Sepedi, Xitsonga, TshiVenda, IsiXhosa and Afrikaans. 2 Clause states that Any vacancy occurring on the Board as contemplated in section 70 may be filled on a temporary basis by the Board as contemplated in section 68(3) until the vacancy can be filled by election in terms of clause Brief biographies of directors who have offered themselves for re-election are included in this Annual Report on page 4. 4 Clause states that The Board shall consider nominations from Shareholders for Persons to be elected as Directors, made in Writing accompanied by curricula vitae for these Persons and Written acceptances of nomination, received by the Company by no later than 10 August of any year. 5 Brief biographies of the persons who have been nominated and have offered themselves for election are included in this Annual Report on page 9. 6 Sections 94(4) and 94(5) of the Act read with Regulation 42 of the Regulations. Sasol Khanyisa Public (RF) Limited Group Annual Report

10 NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING 1. This document is addressed to all holders. 2. If you are a holder of Sasol Khanyisa Public certificated securities or hold Sasol Khanyisa Public dematerialised securities in your own name and are unable to attend the annual general meeting and wish to be represented thereat, you must complete and return the attached Form of Proxy in accordance with the instructions therein and lodge it with the share registrars. You may appoint one person as a proxy. Note that a proxy need not be a shareholder 3. If you do not hold your Sasol Khanyisa Public dematerialised securities in your own name, you should inform your broker or central securities depository participant (CSD Participant) of your intention to attend the annual general meeting in order for your broker or CSD Participant to be able to issue you with the necessary letter of representation to enable you to attend the annual general meeting or, alternatively, should you not wish to attend the annual general meeting, you should provide your broker or CSD Participant with your voting instructions. 4. If you are a beneficial holder of certificated Sasol Khanyisa Public securities you may attend and vote at the annual general meeting only to the extent that: a. your beneficial interest includes the right to vote on the matters in this document; and b. your name is on the Company s register of disclosures as the holder of the beneficial interest, or you hold a proxy appointment in respect of the matters in this document from the registered holder of the Sasol Khanyisa Public securities. 5. In accordance with section 63(1) of the Act, before any person may attend or participate in the annual general meeting, that person must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of that person to participate and vote, either as a holder or proxy has been reasonably verified. Without limiting the generality hereof, the Company will accept a valid South African identity document, a valid driver s licence or a valid passport as satisfactory identification. 6. In accordance with sections 61(10) and 63(3) of the Act, you may participate in the annual general meeting by electronic means. Teleconference facilities will be available for this purpose, and may be accessed at your cost, for the duration of the annual general meeting, subject to the arrangements in respect of identification and practicality as referred to in paragraphs a. to d. a. In order for Sasol Khanyisa Public to arrange electronic participation, holders must deliver written notice to Computershare Investor Services Proprietary Limited by 09:00 on Friday, 26 October 2018 to indicate that they wish to participate by means of electronic communication at the annual general meeting. b. The written notice referred to in a must contain: i. a certified copy of you or your proxy s South African identity document or passport if the holder is an individual; ii. a certified copy of a resolution or letter of representation/proxy given by the holder if you are a company or other juristic person and a certified copy of the identity documents or passports of the persons who passed the relevant resolution. The authority resolution must set out who is authorised to represent you at the annual general meeting via electronic communication if you are a company or other juristic person; iii. your valid address and/or facsimile number and/or telephone number; and iv. an indication that you or your proxy wish not only to attend or participate in the meeting by means of electronic communication, but also to vote by means of electronic communication. c. The Company shall notify you, if you have delivered a valid written notice in terms of paragraph b above, by no later than 24 (twenty-four) hours before the annual general meeting of the relevant dial-in details as well as the passcodes through which you or your proxy can participate via electronic communication and of the process for participation via electronic communication. d. Should you or your proxy wish to participate in the annual general meeting by way of electronic communication as aforesaid, you or your proxy, will be required to dial in with the details provided by the Company as referred to in c. above by no later than 15 minutes prior to the commencement of the annual general meeting, during which time registration will take place. 7. See page 3, for a map of the location of the venue of the meeting. An electronic copy may be obtained from Sasol Khanyisa Public s website at 8. Registration for those attending the meeting physically will be available from two hours before the meeting and we request that you or your proxy register by no later than 15 minutes before the start of the annual general meeting. If you or your proxy attend the annual general meeting physically, you and your proxy must comply with the requirements under paragraph 5 to expedite registration. 9. The Company does not accept responsibility and will not be liable for any failure on the part of the broker, CSD Participant, banker, attorney, accountant or other appropriate professional advisor of any holder of dematerialised securities to notify the holder thereof of the contents of this document. 8 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

11 BRIEF BIOGRAPHIES OF NOMINEES Born 1973 BA (Hons), MA Ms Boikhutso is the Executive Chairperson of Alona Group, an investment, utilities and services company. She serves on a number of boards of companies, both listed and unlisted. These include Tsebo Solutions Group, Sefala Energy, OCTO Capital and THALITA BOIKHUTSO Verifone Africa. She chairs the Social and Ethics Committees at Sasol Inzalo Public Limited and Verifone Africa. She has over 20 years experience in strategy, business improvement and change in the professional services arena. She has used her expertise in executive management across a variety of sectors and her considerable business and industry exposure to grow Alona Group into a thriving investment and professional services firm with a rapidly growing investment portfolio and top tier clients. She previously worked for Nedcor Bank, KMMT, KPMG (where she headed up a successful transformation division) and Maxima Global Consulting. Born 1958 CA(SA), CAIB(SA), BCom Accounting, BCompt (Hons)(Accounting and Auditing) Mr Mamoojee is a qualified Chartered Accountant, and has over 20 years experience in the financial services sector. He was recently appointed to the Board of EOH Holdings and is the ISMAIL MAMOOJEE Chairman if its Audit Committee and a member of the Risk Committee and Remuneration Committee. He previously held various positions in executive leadership at Liberty and Ernst & Young, in addition to serving as the Accountant-General of the Republic of South Africa from 1997 to He is passionate about the fields of Finance, Governance, Risk and Compliance, and has served on several Boards and Committees in the Liberty Group, Ernst & Young, National Treasury and African Bank. Born 1981 BCom Accounting MCom (SA and International Taxation) CA(SA), RA(SA) Mr Madiba is a VAT Lecturer at the University of Johannesburg supervising masters students, a consultant at ADCORP Limited, an Audit Partner at Barakabora Assurance and a SAICA Accreditation Reviewer with the THABISO MADIBA South African Institute of Chartered Accountants (SAICA). He is a Director of Barakabora Consulting and CAsucceed Training (Pty) Ltd. He serves as ex-officio member of SAICA s Training and Regulations Committee and its Accreditation and Monitoring Committee. He is a member of the University of Johannesburg s Pension Fund and Teaching and Learning Committee. He has expert technical knowledge of tax, strategy, risk management and financial management and, as a lecturer, is able to communicate complex technical financial terms in an effective manner. He is a board member for three NGOs with a passion for uplifting previously disadvantaged individuals. Born 1982 BCom, BCom (Hons)(Accounting), CA(SA),CFA Mr Mayekiso is a qualified Chartered Accountant and a CFA Charter Holder with the CFA Institute in Charlottesville, USA. He is currently the Managing Director of Volantis Capital (Pty) Ltd, a treasury consultancy and SISA MAYEKISO advisory firm. His career commenced at Investec as a trainee accountant, proceeding on to Standard Bank as a Money Market Trader and Absa as a Senior Trader, Money Market and Liquidity, he held other Director level roles within the Treasury department within Absa Group prior to starting his own business in He is also an independent non-executive director at Export Credit Insurance Corporation of South Africa, and serves on the Audit, Remuneration and the Finance, Investment and Credit Insurance Committee on which he serves as the Chairperson. Born 1960 BCom, MBA Mr Makhetha is the Chief Executive Officer of Travelex Africa, a retail travel foreign exchange supplier. He is the Chairman at Education Africa and a non-executive Director at Shumi Investment Holdings (Pty) Ltd. He has over 20 years experience in KANANELO MAKHETHA the South African Travel, Tourism and related service industries and is well versed in the requirements of business management and strategy, corporate governance, enterprise risk management, compliance and transformation. He was the past President of the Association of Southern African Travel Agents and a Director of SA Tourism and THETA (Now CATHSSETA). Born 1970 BSc (Hons), MSc Ms K 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 is a non-executive Director of Sasol Inzalo Public (RF) Limited and Sasol Inzalo Public Funding (RF) (Pty) KHUNGEKA NJOBE Ltd and the Deputy Chairman of their Nomination Committee. She is a member of the University of Stellenbosch Council s Executive Committee, the Chairman of the Conservation, Tourism and Socio-Economic Development Committee for the South African National Parks, a Director of Fusion Energy Holdings and a Trustee of Hans Merensky Foundation. She was previously Managing Director for Aveng Water, a Group Executive of the CSIR, a Director of CSIR Water, Environment and Forestry Technology and for CSIR Natural Resources and the Environment operating units as well as the Chairman of the South African Weather Services Board, the Technology Innovation Agency and a member of the Board of Safcol and was on the Board of Governors of the World Water Council. Sasol Khanyisa Public (RF) Limited Group Annual Report

12 10 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018 SASOL SOUTH AFRICA Fact Book

13 CONTENTS Sasol South Africa At a Glance 12 Full Year 2018 Highlights 12 Did you Know? 13 Operating Structure and the Products Produced 14 Sasol Khanyisa Your Khanyisa Investment 16 The purpose of this fact book is to: Provide context for the Sasol Khanyisa transaction Description of the operations and business of Sasol South Africa Limited (SSA) Create an understanding of the method used to value SSA for the purposes of the Sasol Khanyisa transaction Assist shareholders to interpret the performance of SSA through the duration of the Sasol Khanyisa transaction Reference material for the Sasol Khanyisa transaction can be found at Sasol Khanyisa Public (RF) Limited Group Annual Report

14 SASOL SOUTH AFRICA AT A GLANCE Sasol Limited is a petrochemical company headquartered in Johannesburg, South Africa, with its main operations in Sasolburg and Secunda. Sasol South Africa (SSA) is a subsidiary of Sasol Limited and is Sasol s largest operating entity. The business of SSA includes the following: Secunda Synfuels Operations Secunda Chemicals Operations Sasolburg Operations SA Base and Performance Chemicals Sasol Technology Sasol Gas SSA houses our South African operations and businesses which are Sasol s most cash generative assets. FULL YEAR 2018 HIGHLIGHTS FOR SSA Company Value R197bn* Turnover R88bn Capital Expenditure R13bn * Enterprise value per independent valuation on 1 June 2018, the date the Sasol Khanyisa transaction was implemented 12 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

15 DID YOU KNOW? Sasolburg Operations Secunda Chemicals Operations SSA Employees There are more than employees in SSA SA Base and Performance Chemicals Sasolburg Operations covers an area of 51,4 km 2, comprising three chemicals facilities, namely the Sasol One Site, Midland Site, Bunsen Site, and two power generation facilities. Sasol s and South Africa s first stand-alone gas-to-power plant was commissioned in December 2012 It is the largest power plant using gas engines installed in South Africa, making Sasol the second largest power producer in the country. The Secunda Chemicals Operations hub is the consolidation of all the chemical operating facilities in Secunda. Secunda Synfuels Operations Sasol is a producer and marketer of a range of commodity chemicals based on the Fischer- Tropsch (FT) value chains, as well as a differentiated producer of organic and inorganic speciality chemicals. Our products are used in large variety of applications, including aerosols, cosmetics, fragrances, packaging, paints, adhesives, pharmaceuticals, polishes, printing and plastics and mining (particularly in gold extraction), pulp and paper, steel, textiles, water treatment and purification, agricultural fertilisers and chemicals. Sasol Technology Sasolburg Secunda Secunda Synfuels Operations operates the world s only commercial coal-based synthetic fuels manufacturing facility, producing synthesis gas (syngas) through coal gasification and natural gas reforming. Sasol Gas Markets and distributes natural gas from Mozambique and methane-rich gas from Secunda to customers in South Africa. Sasol Group Technology has a research and technology team with over a third holding doctorates or masters degrees in engineering and science. Their focus includes reducing the environmental footprint of our operations, including greenhouse gas emission reduction, water treatment and purification. Sasol Khanyisa Public (RF) Limited Group Annual Report

16 SSA S OPERATING STRUCTURE AND THE PRODUCTS PRODUCED Operating Business Units Regional Operating Hubs Strategic Business Units SOURCE FEEDSTOCK MAKE PRODUCTS SELL PRODUCTS Exploration and Production International Natural Gas Secunda Synfuels Secunda Chemicals Sasolburg Operations Satellite Operations Sasol Technology SSA Energy SA Energy Business (including Sasol Gas) Sells Mining Coal SA Performance and Base Chemicals Business Sells 14 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

17 What do the main divisions, subsidiaries and joint ventures of SSA do? Secunda Synfuels Operations (SSO) SSO operates the world s largest coal-to-liquids (CTL) facility which gasifies coal which is then converted through Sasol s Fischer-Tropsch technology into fuel components, heating gas and chemicals. Satellite Operations Satellite Operations Hub comprises of a kilometre network of natural and methane rich Gas Pipelines, a Wax Blending Plant in Durban and the Ekandustria based Explosives operations. Secunda Chemicals Operations (SCO) SCO separates, extracts and processes chemicals from SSO into Explosives, Fertilisers, Plastics and Solvents. Sasol Gas Sasol Gas purchases natural gas from Mozambique and sells to SSA operations in Secunda and Sasolburg as well as to the external market. Products Fuels and Fuel Oils Used in following Industries Retail Sasolburg Operations (SO) Sasolburg Operations uses gas to produce a wide range of chemicals including waxes. SO also produces electricity and other utilities and provides support services to the rest of our Sasolburg sites. LPG Gas Wholesale Base Chemicals (BC) BC markets a broad portfolio of SSA s commodity chemicals globally. The business includes Polymers, Solvents, and Fertilisers & Explosives. Electricity Commercial Performance Chemicals (PC) PC markets SSA s speciality chemicals globally. The business includes Advanced Materials and Wax. Polymers Advanced Materials Industrial Energy The Energy business markets and sells all of SSA s fuel, gas and electricity products as well as speciality gases. Explosives Fertilisers Electricity Sasol Khanyisa Public (RF) Limited Group Annual Report

18 YOUR KHANYISA INVESTMENT After the successful implementation of Sasol Khanyisa in June 2018, the Sasol Khanyisa participants now own approximately 18,4% of SSA. The shares in SSA, which the Sasol Khanyisa Public shareholders will indirectly hold, are currently worth approximately R320 per share and were funded by Sasol. This funding will be paid off using dividends declared by SSA over the maturity period of up to 10 years. The majority of dividends declared will not be paid directly to participants until the funding has been settled. Once the funding is settled, the Sasol Khanyisa Ordinary shares will be exchanged for Sasol BEE Ordinary (SOLBE1) shares listed on the empowerment segment of the JSE. Sasol Foundation (SOL) Sasol Limited Sasol Ordinary BEE shareholders (SOLBE1) SSA Sasol Khanyisa Employee Share Ownership Plan 9,2% Sasol Khanyisa Public 9,2% Sasol Khanyisa 16 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

19 WHAT IS THE VALUE OF YOUR SASOL KHANYISA SHARE? A. The value of the share will be determined by the repayment of the funding over the next 10 years, together with the performance and growth of Sasol South Africa over the same time. B. Let us assume that a Khanyisa shareholder has 100 shares in SSA, and that after six years, the equity value of SSA is R91 billion and the outstanding funding that Khanyisa shareholders owe is R2 billion. C. The shareholder s value in year six can then be calculated as*: [(9.2% x R91bn ) R2bn] / 26,5m shares x 100 shares = R See calculation below: These figures are published in the annual financial results and can be found at Holding of all Sasol Khanyisa Public shareholders in Sasol South Africa The Value of Sasol South Africa Outstanding funding (9.2% X A) - B Does not change Changes on an annual basis Changes on an annual basis Total number of Sasol Khanyisa Ordinary Shares Does not change x Your number of Sasol Khanyisa Ordinary Shares C Does not change = The value of your Sasol Khanyisa Investment D * Shareholder value can only be extracted when the funding is fully settled, or after 10 years. Sasol Khanyisa Public (RF) Limited Group Annual Report

20 KHANYISA VALUE With the release of every interim and financial year-end results, Sasol will publish the information in the table below to enable shareholders to determine the value of their shareholding at that point in time. Participants will be sent an SMS or with a link to the section where these numbers are published. 30 June 2018 Khanyisa net value R million Fair value of SSA Group after share issue to participants Attributable to Khanyisa Public participants 9,2% Vendor funding Khanyisa Public participants Net value 1 Rand Khanyisa Public approximate value per Khanyisa share Oil price and exchange rate assumptions underpinning the valuation of SSA are largely aligned to a market view of macro economic assumptions, referencing a panel of externally forecasted assumptions. 1. Net value is expected to accrue over the term of the transaction. Who do you contact for more information? Via the Call Centre: (South African calls) (International calls) Or sasolkhanyisa@computershare.co.za 18 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

21 Sasol Khanyisa Public (RF) Limited Group Annual Report

22 CONSOLIDATED FINANCIAL STATEMENTS Report of the Audit Committee 21 Approval of the annual financial statements 22 Certificate of the Company Secretary 22 Independent auditor s report 23 Shareholders information 25 Share ownership 25 Directors report 26 Accounting policies and financial reporting terms 28 Statements of financial position 31 Statements of comprehensive income 31 Statement of changes in equity 32 Statements of cash flows 32 Notes to the financial statements Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

23 REPORT OF THE AUDIT COMMITTEE The Audit Committee (the Committee) presents this report in respect of the six-month period ended 30 June This report has been prepared based on the requirements of the Companies Act, 71 of 2008 (South Africa) as amended (the Companies Act), the King IV Report on Corporate Governance for South Africa 2016 (King IV) and other applicable regulatory requirements. Composition and meetings The following members of the Committee will hold office until the first annual general meeting scheduled to take place on 3 November 2018: N Manyika Z Monnakgotla KH Setzin All the members of the Audit Committee are independent non executive Directors. They are financially literate and most have extensive audit committee experience. The Committee has not met during the period under review as this is the first year of incorporation. Statutory duties and functions The Committee is constituted as a statutory committee of Sasol Khanyisa Public (RF) Limited and its subsidiary Sasol Khanyisa Fundco (RF) Limited (the Group) in line with the Companies Act and accountable in this regard to both the Board and the Group s shareholders. It is a committee of the Board in respect of all other duties assigned to it by the Board and the Relationship Agreement entered into between Sasol Limited, Sasol Khanyisa Public (RF) Limited, Sasol Khanyisa Fundco (RF) Limited, Sasol South Africa Limited and Sasol Financing Limited on 30 May In terms of the Relationship Agreement, Sasol South Africa Limited (the administrative agent) provides Sasol Khanyisa Public (RF) Limited and Sasol Khanyisa Fundco (RF) Limited with all necessary services, such as financial, information and risk management, company secretarial, legal compliance and internal audit services. The Committee obtains assurance from the administrative agent in respect of the functions specifically performed by the Committee in terms of section 94(7) of the Companies Act. The Board annually reviews and approves the Committee s terms of reference in terms of which responsibilities of the Committee include assisting the Board in overseeing the: Quality and integrity of Sasol Khanyisa Public (RF) Limited s annual financial statements including the consolidated Group financial statements; The qualification and independence of the external auditors for Sasol Khanyisa Public (RF) Limited and its subsidiary, Sasol Khanyisa Fundco (RF) Limited; The scope and effectiveness of the external audit function for Sasol Khanyisa Public (RF) Limited and its subsidiary, Sasol Khanyisa Fundco (RF) Limited; The effectiveness of the Group s internal controls and internal audit function; and Compliance with legal and regulatory requirements to the extent that they might have an impact on financial statements. Executing on our statutory duties and other areas of responsibilities In satisfying its duties, the Committee in particular: Considered legal and regulatory compliance requirements and reviewed the internal control environment; Concluded that PwC and the designated auditor are qualified and independent of the Company; Ensured that the appointment of the auditor complies with the provisions of the Companies Act and any other legislation relating to the appointment of auditors; Reviewed the quality of the external audit process and concluded it to be satisfactory. It confirmed that no unresolved issues of concern exist between the Group and the external auditors; and Reviewed the Sasol Khanyisa transaction and are satisfied with the accounting thereof including the valuation performed. Conclusion The Committee is satisfied that it has complied with all its statutory and other responsibilities. Having had regard to all material risks and factors that may impact on the integrity of the Group and separate Annual Financial Statements, the Committee recommended the consolidated Annual Financial Statements of Sasol Khanyisa Public (RF) Limited and its subsidiary Sasol Khanyisa Fundco (RF) Limited for the six-month period ended 30 June 2018 for approval to the Board. On behalf of the Audit Committee Nonkululeko Manyika Chairman of the Audit Committee 21 September 2018 Sasol Khanyisa Public (RF) Limited Group Annual Report

24 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS The Annual Financial Statements for the six-month period ended 30 June 2018 as set out on pages 28 to 35 were approved by the Board of Directors on 21 September 2018 and are signed on its behalf by: Zanele Monnakgotla Chairman of the Board Nonkululeko Manyika Chairman of the Audit Committee 21 September 2018 CERTIFICATE OF THE COMPANY SECRETARY In my capacity as the Company Secretary, I hereby confirm, in terms of the South African Companies Act, No. 71 of 2008, as amended (the Companies Act), that for the six-month period ended 30 June 2018 Sasol Khanyisa Public (RF) Limited has lodged with the Companies and Intellectual Property Commission, all such returns as are required of a public company in terms of the Companies Act, and that all such returns and notices are, to the best of my knowledge and belief, true, correct and up-to-date. Michelle du Toit for Sasol South Africa Limited 21 September Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

25 INDEPENDENT AUDITOR S REPORT To the Shareholders of Sasol Khanyisa Public (RF) Limited Our opinion In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of Sasol Khanyisa Public (RF) Limited (the Company) and its subsidiary (together the Group) as at 30 June 2018, and its consolidated and separate financial performance and its consolidated and separate cash flows for the six-month period then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa. What we have audited Sasol Khanyisa Public (RF) Limited s consolidated and separate financial statements set out on pages 31 to 35 comprise: the consolidated and separate statements of financial position as at 30 June 2018; the consolidated and separate statements of comprehensive income for six-month period then ended; the consolidated and separate statements of changes in equity for the six-month period then ended; the consolidated and separate statements of cash flows for the six-month period then ended; and the notes to the financial statements, which include a summary of significant accounting policies. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor s responsibilities for the audit of the consolidated and separate financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B). Other information The directors are responsible for the other information. The other information comprises the information included in the Sasol Khanyisa Public (RF) Limited Group Audited Annual Financial Statements which includes the Directors Report, the Report of the Audit Committee s Report and the Certificate of the Company Secretary as required by the Companies Act of South Africa. Other information does not include the consolidated and separate financial statements and our auditor s report thereon. Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the consolidated and separate financial statements The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group and the Company s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and/ or the Company or to cease operations, or have no realistic alternative but to do so. Sasol Khanyisa Public (RF) Limited Group Annual Report

26 Auditor s responsibilities for the audit of the consolidated and separate financial statements Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit 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 Group s and the Company s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group s and the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor s report. However, future events or conditions may cause the Group and/or Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. On behalf of the Audit Committee PricewaterhouseCoopers Inc. Director: MM Mokone Registered Auditor Waterfall City 21 September Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

27 SHAREHOLDERS INFORMATION Shareholders diary Financial year-end 30 June 2018 Annual General Meeting 3 November 2018 Dividends No ordinary dividends were declared for the period ended 30 June SHARE OWNERSHIP at 30 June 2018 Public and non-public shareholding of Sasol Khanyisa shares Number of shareholders % of shareholders Number of shares % of ordinary shares Public ,18 Non-public ,82 Directors and their associates Sasol Khanyisa Warehousing Trust Sasol Inzalo Public Facilitation Trust Major shareholders No individual shareholder s beneficial shareholding in the Sasol Khanyisa ordinary shares is equal to or exceeds 5%. Sasol Khanyisa Public (RF) Limited Group Annual Report

28 DIRECTORS REPORT Dear Shareholders, The directors have pleasure in presenting their report for the six-month period ended 30 June Nature of business In November 2017, Sasol shareholders approved the implementation of a new black-economic empowerment scheme, Sasol Khanyisa. Sasol Khanyisa has been designed to comply with the revised Broad-Based Black Economic Empowerment (B-BBEE) legislation in South Africa and seeks to ensure on-going and sustainable B-BBEE ownership credentials for Sasol Limited. Sasol Inzalo Groups (RF) Limited, Sasol Inzalo Public (RF) Limited and electing Sasol BEE Ordinary (SOLBE1) shareholders; as well as qualifying Black employees, were invited to participate in the Sasol South Africa Limited (SSA) element of the Sasol Khanyisa transaction. SSA is a subsidiary of Sasol Limited and houses the majority of the Sasol group s South African operations. The BEE participation in SSA includes the external public participants who participate via Sasol Khanyisa Public (RF) Limited. Sasol Khanyisa Public has a beneficial interest of approximately 9,2% in SSA, which is funded wholly by Sasol Limited (vendor funding). As dividends are declared by SSA, 97,5% of these will be utilised to repay the vendor funding, as well as the related financing cost, calculated at 75% of prime rate. 2,5% of dividends will be distributed to participants as a trickle dividend. At the end of the 10 year transaction term, or earlier, if the vendor funding is repaid, the net value in SSA shares will be exchanged for SOLBE1 shares on a fair value-for-value basis which will be distributed to participants to the extent of any value created during the transaction term. The main business of the Group (Sasol Khanyisa Public (RF) Limited and its subsidiary Sasol Khanyisa Fundco (RF) Limited), is to hold shares in SSA on behalf of the members of the black public for the earlier of the 10 year transaction term or settlement of the vendor funding, whereafter, the SSA shares will be automatically exchanged for SOLBE1 shares, to the extent of the net value created. Sasol Khanyisa Public (RF) Limited was incorporated on 20 December 2017 and its subsidiary Sasol Khanyisa Fundco (RF) Limited was incorporated on 19 December This is the Company and its subsidiary s first year of operations and therefore no comparatives are presented. Financial overview The current value of SSA is R89,8 billion. The beneficial interest of approximately 9,2% attributable to the shareholders of Sasol Khanyisa Public (RF) Limited is R8,3 billion whilst the vendor funding balance at 30 June 2018 is R8,3 billion, resulting in no net value created for shareholders of Sasol Khanyisa Public (RF) Limited as at 30 June Net value is expected to accrue over the term of the transaction. Share capital The authorised and issued share capital of the Company during the period was as follows: Class name Authorised Issued A ordinary share of no par value 1 B ordinary share of no par value 1 1 Non-participating ring-fenced (RF) share of no par value 1 1 Unclassified shares Ordinary shares of no par value Going concern The Directors have made an assessment of the Company 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. 26 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

29 Directorate The Directors in office during the period were: Appointed: Resigned: Ms F Hoosain 20 December June 2018 Ms TM Maake 20 December April 2018 Ms LP Mngomezulu 20 December June 2018 The following Directors were appointed on 1 July 2018: Ms N Manyika Ms Z Monnakgotla Mr KH Setzin Subsequent events There were no events subsequent to 30 June 2018 requiring disclosure. Company secretary Sasol South Africa Limited acted as the company secretary for the Company during the period and its addresses are: Postal address Physical address Private Bag X10014 Sandton 2146 Republic of South Africa Registered office The registered office addresses of the Company are: Postal address Private Bag X10014 Sandton 2146 Republic of South Africa 50 Katherine Street Sandton 2196 Republic of South Africa Physical address 50 Katherine Street Sandton 2196 Republic of South Africa Sasol Khanyisa Public (RF) Limited Group Annual Report

30 ACCOUNTING POLICIES AND FINANCIAL REPORTING TERMS Sasol Khanyisa Public (RF) Limited and its subsidiary Sasol Khanyisa Fundco (RF) Limited (the Group) are domiciled in the Republic of South Africa. Sasol Khanyisa Public (RF) Limited was incorporated on 20 December 2017 and Sasol Khanyisa Fundco (RF) Limited was incorporated on 19 December The following principal accounting policies were applied by the Group for the six-month period ended 30 June This is the Group s first year of operations and there are no comparatives. These accounting policies are consistently applied throughout the Group. Financial reporting terms These 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 Entity Group Subsidiary General accounting terms Consolidated group financial statements Fair value Financial results Functional currency Long-term Presentation currency Related party Statement of compliance A legal business entity registered in terms of the applicable legislation of that country. Sasol Khanyisa Public (RF) Limited or a subsidiary of Sasol Khanyisa Public (RF) Limited. The Group comprises Sasol Khanyisa Public (RF) Limited and its subsidiary, Sasol Khanyisa Fundco (RF) Limited. Any entity over which the Group exercises control. The financial results of the Group which comprise the financial results of Sasol Khanyisa Public (RF) Limited and its subsidiary. 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. Comprise the financial position (assets, liabilities and equity), results of operations (income and expenses) and cash flows of an entity and of the Group. The currency of the primary economic environment in which an entity operates. A period longer than 12 months from the reporting date. The currency in which financial results of an entity are presented. Parties are considered to be related if one party directly or indirectly has the ability to control or jointly control the other party or exercise significant influence over the other party or is a member of the key management of the ultimate reporting entity (Sasol Limited). The consolidated financial statements of Sasol Khanyisa Public (RF) Limited and its subsidiary, Sasol Khanyisa Fundco (RF) Limited are 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 financial statements were approved for issue by the Board of Directors on 21 September 2018 and will be presented to the Annual General Meeting of shareholders on 3 November Accounting standards, interpretations and amendments to published accounting standards The new accounting standard listed below will be effective in future reporting periods and has not been adopted by the Group in these financial statements. It is expected that the Group will adopt the new standard on its effective date in accordance with the requirements of the new standard. There are no other standards and interpretations in issue but not yet adopted that will have a material impact on the Group. IFRS 9 Financial Instruments (Effective 1 January 2018) IFRS 9 was issued in July 2014 and replaces IAS 39, Financial Instruments. The Group adopted IFRS 9 in the period commencing 1 July IFRS 9 introduced new requirements for classifying and measuring financial assets and liabilities. Under IFRS 9, the Group s financial assets will be classified as measured at amortised cost, fair value through profit or loss, or fair value through other comprehensive income. Whilst financial assets will be reclassified into the categories required by IFRS 9, this will not have any impact on the current measurement of financial assets and financial liabilities as a result of the classification and measurement requirements of the new standard. For financial liabilities the existing classification and measurement requirements of IAS 39 will remain the same. 28 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

31 Principal accounting policies Basis of preparation of financial results The consolidated financial statements are prepared using the historic cost convention except that, certain items, including derivative instruments, are stated at fair value. The consolidated financial results are presented in Rand, which is Sasol Khanyisa Public (RF) Limited Group s functional and presentation currency, rounded to the nearest thousand. The consolidated financial statements are prepared on the going concern basis. Basis of consolidation of financial results The consolidated financial statements reflect the financial results of the Group. All financial results are consolidated with similar items on a line-by-line basis. A subsidiary is an entity 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 the subsidiary are consolidated into the Group s results from acquisition date until disposal date. Financial assets The Group classifies its financial assets as financial assets at fair value through profit or loss. 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 contract and thus obtains rights to receive economic benefits and are derecognised when these rights expire or are transferred. Financial liabilities Financial liabilities are recognised on the transaction date when the Group becomes a party to the 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. Cash and cash equivalents Cash and cash equivalents comprises cash on hand and a bank overdraft. Cash and cash equivalents are stated at carrying amount which is deemed to be fair value. Bank overdrafts are offset against cash and cash equivalents in the statement of cash flows. Investment in subsidiary Investment in subsidiary is stated at cost less impairment losses. Share capital Issued share capital is stated in the statement of changes in equity at the amount of the proceeds received less directly attributable issue costs. Taxation The 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 tax payable on the taxable income for the financial year applying enacted or substantively enacted tax rates and includes any adjustments to tax payable in respect of prior years. Finance costs Finance costs, including dividends on preference shares classified as liabilities, are charged to the income statement using the effective interest method. Sasol Khanyisa Public (RF) Limited Group Annual Report

32 Critical accounting estimates and judgements Management of the Group makes estimates and assumptions concerning the future in applying its accounting policies. The resulting accounting estimates may, by definition, not equal the related actual results. Management continually evaluates estimates and judgements based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions are recognised in the period in which the estimates are reviewed and in any future periods affected. The use of inappropriate assumptions in calculations for any of these estimates could result in a significant impact on financial results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets are included in Note 1, long-term financial assets. The fair value of the option over Sasol Limited shares is derived from the Monte-Carlo option pricing model, the detail of the assumptions used is included in page 34. This is an option pricing model reflective of the underlying characteristics of each part of the transaction and calculated using the assumptions for, risk-free interest rate, expected volatility and the expected dividend yield. Areas of judgement: The measurement of the fair value of the option over Sasol Limited shares is subject to estimation and judgement, as there are a number of variables affecting the Monte-Carlo option pricing model used in the calculation. This value is determined with reference to the extent the fair value of SSA and any dividends declared by SSA is expected to exceed any outstanding vendor financing at the end of the transaction period. Equity value attributable to participants: The value attributable to the participants by virtue of their shareholding in SSA was calculated with reference to the expected future cash flows and budgets of the SSA Group. The underlying macroeconomic assumptions utilised for this valuation are based on latest forecast and estimates and include brent crude oil prices, US$/Rand exchange rates and pricing assumptions. Forecasted dividend yield: The forecasted dividend yield of the SSA Group was calculated based on a benchmarked EBITDA multiple, and the available free cash flow anticipated over the term of the transaction of 10 years. Other assumptions: Impacts of non-transferability and appropriate minority and liquidity discounts have also been taken into account. Discount rates applied incorporate the relevant debt and equity costs of the group, and are aligned to the WACC rates for the entity. A zero-coupon Rand interest rate swap curve was constructed and utilised as an appropriate representation of a risk-free interest rate curve. A Rand prime interest rate curve was estimated utilising the historical Rand Prime Index and the three month Johannesburg Interbank Agreed Rate. 30 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

33 STATEMENTS OF FINANCIAL POSITION at 30 June Group 2018 R 000 Note Company 2018 R 000 ASSETS Non-current assets Investment in subsidiary 1 * Long-term financial assets 2 Current assets 10 Bank Total assets 10 EQUITY AND LIABILITIES 10 Shareholders equity 10 Current liabilities Intercompany payable * 10 Total equity and liabilities 10 * nominal amount less than R1 000 STATEMENTS OF COMPREHENSIVE INCOME for the six-month period ended 30 June Group 2018 R 000 Note Company 2018 R 000 * Other expenses * Profit from operations * Net finance costs * Profit before tax Taxation Profit and total comprehensive income for the period * nominal amount less than R1 000 Sasol Khanyisa Public (RF) Limited Group Annual Report

34 STATEMENT OF CHANGES IN EQUITY for the six-month period ended 30 June Share capital R 000 Group Retained earnings R 000 Total shareholders equity R 000 Shares issued Total comprehensive income for the period * Balance at 30 June Company Share capital R 000 Retained earnings R 000 Total shareholders equity R 000 Shares issued Total comprehensive income for the period * Balance at 30 June * nominal amount less than R1 000 STATEMENTS OF CASH FLOWS for the six-month period ended 30 June Group 2018 R 000 Note Company 2018 R 000 ( ) Purchase of investments 2 ( ) Cash used in investing activities 10 Proceeds from share capital issued Proceeds from preference shares issued Cash generated by financing activities Increase in cash and cash equivalents 10 Cash and cash equivalents at beginning of the period 10 Cash and cash equivalents at end of the period Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

35 NOTES TO THE FINANCIAL STATEMENTS for the six-month period ended 30 June Group 2018 R 000 Company 2018 R Investment in subsidiary Reflected as non-current asset Shares at cost * * nominal amount less than R1 000 Sasol Khanyisa Fundco (RF) Limited incorporated on 19 December 2017 is a wholly-owned subsidiary of Sasol Khanyisa Public (RF) Limited. Fundco was established to hold the Sasol Khanyisa Shares in Sasol South Africa Limited as part of the implementation of Sasol s new black-economic empowerment scheme Sasol Khanyisa, for further details refer to note 2. 2 Long-term financial assets On 1 June 2018 Sasol Khanyisa Fundco (RF) Limited subscribed for ordinary shares in the issued share capital of Sasol South Africa Limited, resulting in Sasol Khanyisa FundCo (RF) Limited directly, and Sasol Khanyisa Public indirectly, owning approximately 9,2% of the total issued share capital of Sasol South Africa Limited. This was part of the implementation of Sasol s new black-economic empowerment scheme, Sasol Khanyisa, that was approved by the Sasol shareholders in November Eligible SOLBE 1 Shareholders Eligible Inzalo Shareholders Sasol Khanyisa Shares SOLBE 1 Shares Sasol Khanyisa Public* 100% Ordinary Shares Sasol Khanyisa Funding* 9,2% SSA Ordinary Shares Sasol Limited Preference Share Funding 81,6% SSA Ordinary Shares Sasol South Africa Limited (SSA) Sasol Inzalo Groups (RF) Limited, Sasol Inzalo Public (RF) Limited and electing Sasol BEE Ordinary shareholders were invited to participate in the Sasol South Africa Limited element of the Sasol Khanyisa transaction via Sasol Khanyisa Public (RF) Limited. Sasol South Africa Limited is a subsidiary of Sasol Limited and houses the majority of the Group s South African operations. The acquisition of the Sasol Khanyisa Shares in Sasol South Africa Limited was funded by way of preference share funding of R8,25 billion (vendor funding) from Sasol Limited. The vendor funding attracts interest at 75% of the SA prime interest rate and will be repaid during the 10 year empowerment period or earlier. As dividends are declared by Sasol South Africa Limited, 97,5% of these will be utilised to repay the vendor funding, as well as the related financing cost, calculated at 75% of prime rate. 2,5% of dividends will be distributed to Sasol Khanyisa Public Ordinary shareholders as a trickle dividend. At the end of the 10 year transaction term, or earlier, if the vendor funding is repaid, the net value in Sasol South Africa Limited shares will be exchanged for SOLBE1 shares on a fair value for-value basis which will be distributed to shareholders. Any vendor funding not yet settled by the end of the transaction term will be settled using the net value of the Sasol South Africa Limited shares, and will reduce any distribution made to participants. Since any ultimate value created for shareholders will be granted in the form of SOLBE1 shares, the accounting for this transaction is similar to an option over Sasol ordinary shares granted for no consideration. Sasol Khanyisa Public (RF) Limited Group Annual Report

36 2 Long-term financial assets continued Vendor funding balance 1 R 000 Portion of estimated SSA fair value 2 R 000 Net value created 3 R 000 Sasol Khanyisa Transaction Consists of vendor funding provided of R8,3 billion and interest accrued of R51 million. 2 Represents 9,2% of the estimated fair value of Sasol South Africa Limited (SSA) of R89,8 billion. 3 No net value created for shareholders of Sasol Khanyisa Public as at 30 June 2018, however net value is expected to accrue over the term of the transaction. The estimated strike price value at 30 June 2018 is R313,25 and represents the remaining vendor funding per share. The weighted average fair value price will move closer to the strike price over the transaction period as certainty of dividends declared by Sasol South Africa Limited is expected to exceed outstanding vendor financing. The fair value of the option in SOLBE1 shares is R1,8 billion as at 30 June 2018, based on a weighted average fair value of R66,48 and Sasol Khanyisa shares. This was derived using the Monte Carlo option pricing model which is reflective of the underlying characteristics of each part of the transaction and was calculated using the following assumptions at 30 June 2018: The risk-free rate of 8,08% for periods within the contractual term of the share rights is based on a zero-coupon Rand swap curve at the time of the grant. The expected volatility of 28,49% in the value of the share rights granted is determined using the historical volatility of the Sasol share price. The expected dividend yield 1,8% 10,1% of the share rights granted is determined using the expected term structure of dividend yields on the underlying equity value over the life of the transaction. The estimated strike price value is R313,25 per share, represents the remaining vendor funding of R8,3 billion as at 30 June Interest accrues at 7,5%, which is 75% of the South African prime interest rate. The fair value of Sasol South Africa Limited at 30 June 2018 is estimated at R89,8 billion. 3 Share capital Group 2018 R 000 Company 2018 R 000 Issued share capital (as per statement of changes in equity) Number of shares 2018 Authorised no par value shares A ordinary share 1 B ordinary share 1 Non-participating RF share 1 Ordinary shares Unclassified shares Issued during the period no par value shares B ordinary share 1 Non-participating RF share 1 Ordinary shares Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

37 4 Related party transaction A related party is an entity or person where the Sasol group can exercise influence or significant influence or which is controlled by the Sasol group. The effect of these transactions is included in the financial performance and results of the company. Terms and conditions are determined on an arm s length basis. Amounts owing (after eliminating intercompany balances) to related parties are disclosed in the respective notes to the financial statements for those statement of financial position items. Material related party transactions were as follows: Sasol South Africa Limited On 1 June 2018 Fundco subscribed for ordinary shares in the issued share capital of Sasol South Africa Limited (SSA), resulting in Fundco directly, and Sasol Khanyisa Public indirectly, owning approximately 9,2% of the total issued share capital of SSA. Sasol Limited The acquisition of the Khanyisa Shares in SSA was funded by way of preference share funding of R8,3 billion (vendor funding) from Sasol Limited. The vendor funding attracts interest at 75% of the SA prime interest rate and will be repaid during the 10 year empowerment period or earlier. At the end of the 10 year transaction term, or earlier, if the vendor funding is repaid, the net value in SSA shares will be exchanged for SOLBE1 shares on a fair value for-value basis which will be distributed to participants. For further details on the above transactions, refer to note 2. Sasol Khanyisa Fundco (RF) Limited Sasol Khanyisa Fundco (RF) Limited (Fundco) incorporated on 19 December 2017 is a wholly owned subsidiary of Sasol Khanyisa Public (RF) Limited. For further details on the investment in subsidiary, refer to note 1. 5 Subsequent events There were no events subsequent to 30 June 2018 requiring disclosure. 6 Going concern The directors have made an assessment of the Company 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. 7 Financial risk management and financial instruments The Company is exposed in varying degrees to a variety of financial instrument related risks. Market risk Market risk is the risk arising from possible market price movements and their impact on the future cash flows of the business. The financial risks to which the Group is exposed are inherent within the transaction mechanics, which cannot be changed or affected by the Board. The creation of net value for participants is affected by financial risks which include interest rates and, mainly, the cash flows and equity value of Sasol South Africa Limited. The cash flows and equity value of Sasol South Africa Limited are affected by various risks including, inter alia, commodity price risk and exchange rate risk. The Sasol Khanyisa Public group has representation on the Board of Directors of Sasol South Africa Limited, where the risks affecting cash flows and overall value are managed. Sasol Khanyisa Public (RF) Limited Group Annual Report

38 NOTES 36 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

39 FORM OF PROXY SASOL KHANYISA PUBLIC (RF) LIMITED Registration number 2017/663901/06 Identity number/registration number For use at the 1st (first) annual general meeting of Sasol Khanyisa Public (RF) Limited s shareholders to be held on Saturday, 3 November 2018 at 10:30 at The Ellis Park Indoor Arena, Bertrams Road, Doornfontein, Johannesburg, South Africa. Please mark this block with an X if you have nominated another person to vote on your behalf I/We (Please print full names) of (address) appoint or failing him/her the chairman of the meeting as my/our proxy to attend, participate in and speak and, on a poll, to vote for me/ us and on my/our behalf at the annual general meeting of the Company which will be held on Saturday, 3 November 2018 at 10:30, South African time (see note 4), as follows: 2. To vote on the election, each by way of a separate vote, of the following directors who were appointed to fill vacancies arising from the resignation of the first directors of the Company and are required to retire in terms of clause 22.3 of the Company s MOI, and who are eligible and have offered themselves for election: 2.1 Ms Z Monnakgotla 2.2 Ms N Manyika 2.3 Mr KH Setzin 3. To elect, each by way of a separate vote, the following persons as directors, who have been nominated in terms of clause of the Company s MOI, and who are eligible and have offered themselves for election. The effect of this would be that the nominees who receive the most votes will be elected to the Board, subject to the maximum number of vacancies available after the completion of voting on the election of directors in terms of paragraph 2 above. In terms of clause 22.1 the maximum number of directors shall be 7 (seven), the majority of whom shall be Black and at least 40% (forty percent) shall be female: 3.1 Ms TLB Boikhutso 3.2 Mr TR Madiba 3.3 Mr KM Makhetha 3.4 Mr IA Mamoojee 3.5 Mr LS Mayekiso 3.6 Ms K Njobe 4. To appoint PricewaterhouseCoopers Inc to act as the independent auditor of the Company until the next annual general meeting. 5. To vote on the election, each by way of a separate vote, of the members of the Audit Committee of the Company, to hold office until the end of the next annual general meeting: 5.1 Ms N Manyika (subject to her being elected as a director in terms of ordinary resolution number 2.2) 5.2 Ms Z Monnakgotla (subject to her being elected as a director in terms of ordinary resolution number 2.1) 5.3 Mr KH Setzin (subject to him being elected as a director in terms of ordinary resolution number 2.3) Number of voting rights (insert): For Against Abstain Signed at on 2018 Signature Capacity Signature Each holder entitled to attend and vote at the meeting is entitled to appoint one individual as proxy to attend, participate in, speak and vote or abstain from voting in his/her/its stead. A proxy need not be a person entitled to vote at the meeting. My/Our proxy may (subject to any restriction set out herein)/may not delegate the proxies authority to act on behalf of me/us to another person (delete as appropriate). This form of proxy will lapse and cease to be of force and effect immediately after the annual general meeting of the Company to be held at The Ellis Park Indoor Arena, Bertrams Road, Doornfontein, Johannesburg, South Africa on Saturday, 3 November 2018 at 10:30 or any adjournment(s) thereof, unless it is revoked earlier. Sasol Khanyisa Public (RF) Limited Group Annual Report

40 NOTES TO THE FORM OF PROXY 1. Holders are advised that the Company has appointed Computershare Investor Services Proprietary Limited as its proxy solicitation agent. 2. Proxy appointment must be in writing, dated and signed by the holder. 3. Forms of proxy must be presented to a representative of Computershare Investor Services Proprietary Limited to be received on or before 09:00 on Friday, 2 November 2018, or may be presented to a representative of Computershare Investor Services Proprietary Limited at The Ellis Park Indoor Arena, Bertrams Road, Doornfontein, Johannesburg, South Africa before the commencement of the meeting. 4. A holder may insert the name of a proxy in the space provided, with or without deleting the chairman of the meeting. Any such deletion must be initialled by the holder. 5. A holder s instruction to the proxy must be indicated by the insertion of the relevant percentage of voting rights exercisable by that holder in the appropriate space provided. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the meeting, as he deems fit, in respect of all the holder s voting rights exercisable thereat, but where the proxy is the chairman, failure to comply will be deemed to authorise the proxy to vote in favour of the resolution. 6. A holder or his proxy is not obliged to use all the voting rights exercisable by the holder or by his proxy, but the total of the voting rights cast and in respect whereof abstention is recorded may not exceed the total of the voting rights exercisable by the holder or by his proxy. 7. A holder s authorisation to the proxy, including the chairman of the meeting, to vote on his or her behalf, shall be deemed to include the authority to vote on procedural matters at the meeting. 8. The completion and lodging of this form of proxy will not preclude the relevant holder from attending the meeting and speaking and voting in person thereat and the exclusion of any proxy appointed in terms hereof should such holder wish to do so. 9. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form. Without limiting the generality hereof, the Company will accept a valid identity document, a valid driver s licence or a valid passport as satisfactory identification. 10. Any alteration to this form must be initialled by the signatory(ies). 11. A holder may revoke the proxy appointment by: (i) (ii) cancelling it in writing, or making a later inconsistent appointment of a proxy; and delivering a copy of the revocation instrument to the proxy and to the Company at Rosebank Towers, 15 Biermann Avenue, Rosebank, to be received before the replacement proxy exercises any rights of the holder at the annual general meeting of the Company to be held at The Ellis Park Indoor Arena, Bertrams Road, Doornfontein, Johannesburg, South Africa at 10:30 or any adjournment(s) thereof. 12. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy s authority to act on behalf of the shareholder as of the later of: (i) (ii) the date stated in the revocation instrument, if any; or the date on which the revocation instrument was delivered as required in paragraph 11 (ii). To be lodged with: Computershare Investor Services Proprietary Limited PO Box 61051, Marshalltown, 2107 Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa Shareholder information helpline We have reserved as our information helpline. For assistance with annual general meeting queries and forms of proxy: Telephone: Telefax: sasolkhanyisa@computershare.co.za 38 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

41 NOTES Sasol Khanyisa Public (RF) Limited Group Annual Report

42 40 Sasol Khanyisa Public (RF) Limited Group Annual Report 2018

43 CONTACT INFORMATION Shareholder helpline Assistance with Shareholder and AGM queries Call Centre: Telephone: Telefax: Assistance with Forms of proxy Call Centre: Telephone: Share registrars Computershare Investor Services Proprietary Limited Rosebank Towers 15 Biermann Avenue Rosebank 2196 South Africa PO Box Marshalltown 2107 Republic of South Africa Telephone: Directors (independent Non-executive) Ms Z Monnakgotla (Chairman) Ms N Manyika Mr KH Setzin Company Secretary Sasol South Africa Limited Company registration number 2017/663901/06, incorporated in the Republic of South Africa Income tax reference number Sasol contacts Business address and registered office Sasol Place 50 Katherine Street Sandton Johannesburg 2196 Republic of South Africa Postal and electronic addresses and telecommunication numbers Private Bag X10014 Sandton 2146 Republic of South Africa Telephone: Telefax: Website: