Transcription of Circular to Sasol Shareholders
1 Sasol Limited(Incorporated in South Africa)Registration number 1979/003231/06 Sasol Ordinary Share codes: JSE : SOL NYSE : SSLS asol Ordinary ISIN codes: ZAE000006896 US8038663006 Sasol BEE Ordinary Share code: JSE : SOLBE1 Sasol BEE Ordinary ISIN code: ZAE000151817 Circular to Sasol Shareholdersregarding: the Inzalo Transaction Termination and the resolutions sought by Sasol for flexibility as to the manner of termination; the new B-BBEE transaction for Sasol in part, and for SSA in part, being the Sasol Khanyisa Transaction, which comprises three distinct elements, namely for the benefit of Sasol : the Election, to be made available to SOLBE1 Shareholders , subject to the necessary amendments to the Sasol MOI, pursuant to which the SOLBE1 Bonus Award will be made; for the benefit of SSA: the Sasol Khanyisa Invitation to Eligible Inzalo Shareholders and Eligible SOLBE1 Shareholders as an incentive to participate in the Sasol Khanyisa Transaction; for the benefit of SSA: the establishment of the Sasol Khanyisa ESOP for the benefit of Eligible Sasol Employees and Inzalo Employee Scheme Participants.
2 The Preference Share Funding by Sasol to enable FundCo s subscription for the SSA Khanyisa Shares and the notional vendor funding relating to the Sasol Khanyisa ESOP, incorporating: a Notice of General Meeting of Sasol Shareholders ; and a Form of Proxy (yellow) for purposes of the General Meeting for use by holders of Certificated Shares and holders on an Own Name basis Circular IS IMPORTANT AND REQUIRES YOUR IMMEDIATE requiredSasol Shareholders are referred to page 12 of this Circular , which sets out the actions does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or Broker including, without limitation, any failures on the part of the CSDP or Broker of any Beneficial Owner of Sasol Shares to notify such Beneficial Owner of the General Meeting convened in terms of the Notice of General Meeting contained in this Circular and/or relating to the Inzalo Transaction Termination and/or relating to the Sasol Khanyisa Transaction set out in this of issue: Wednesday, 18 October 2017 This Circular is only available in English.
3 Copies of this Circular may be obtained during normal business hours on Business Days from the registered office of Sasol at its address as set out in the Corporate Information and Advisors section of this Circular on page 1 from the date of issue of this Circular until the date of the General Meeting. This Circular will also be available in electronic form on Sasol s website from Wednesday, 18 October Financial AdvisorJoint South African legal AdvisorsDeutsche Securities (SA) Proprietary Limited(A non-bank member of the Deutsche Bank Group)Joint South African legal Advisors on the portion of the Circular dealing with the Inzalo Transaction TerminationUS legal AdvisorsJoint South African Tax AdvisorsIndependent ExpertIndependent Reporting Accountant and AuditorImportant legal NoticesThis Circular does not constitute 1.
4 An offer to sell or issue, or the solicitation of an offer to purchase or to subscribe for shares or other securities. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose; or 2. a solicitation of any vote or approval in any jurisdiction in which such offer or solicitation would be shares that will be allotted and issued in terms of the Sasol Khanyisa Transaction have not been and will not be registered with the United States Securities and Exchange Commission under the US Securities Act of 1933, as amended, or any securities laws of any state of the United States and may not be offered or sold in the United States absent an exemption from registration requirements.
5 Forward-looking statementsSasol may, in this document, make certain statements that are not historical facts and relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to Sasol s future prospects, developments and business strategies. Examples of such forward-looking statements include, but are not limited to, statements regarding exchange rate fluctuations, volume growth, increases in market share, total shareholder return, executing Sasol s growth projects and cost reductions, including in connection with Sasol s business performance enhancement programme and response plan to low oil prices. Words such as believe , anticipate , expect , intend , seek , will , plan , could , may , endeavour , target , "forecast" and project and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements.
6 By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections and other forward-looking statements will not be achieved. If one or more of these risks materialise, or should underlying assumptions prove incorrect, Sasol s actual results may differ materially from those anticipated. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors are discussed more fully in Sasol s most recent annual report on Form 20-F filed on 28 August 2017 and in other filings with the United States Securities and Exchange Commission.
7 The list of factors discussed therein is not exhaustive. When relying on forward-looking statements to make investment decisions, you should carefully consider both these factors and other uncertainties and statements apply only as of the date on which they are made, and Sasol does not undertake any obligation to update or revise any of them, whether as a result of new information, future events or Sasol believes that the expectations reflected in these and other forward-looking statements are reasonable, no assurances can be given that such expectations will materialise or prove to be correct. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Sasol s actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by these forward-looking statements.
8 Although Sasol believes that the expectations reflected in these forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been lawsThe Sasol Khanyisa Transaction, when implemented, will be governed by the laws of South Africa. A Sasol Shareholder should consult an appropriate independent professional advisor without delay if it is in any doubt as to its position, including its tax status, arising from the contents of this INFORMATION AND ADVISORSC ompany Secretary and Registered officeV D KahlaSasol Place, 50 Katherine Street, Sandton, 2196 South Africa (PO Box 5486, Johannesburg, 2000)Sole Financial AdvisorRothschild (South Africa) Proprietary Limited(Registration number 1999/021764/07)3rd Floor Oxford Corner32a Jellicoe Avenue WestRosebank, 2196 South Africa(PO Box 411332, Craighall, 2024)Joint South African legal Advisors on the Sasol Khanyisa TransactionEdward Nathan Sonnenbergs Inc.
9 (Registration number 2006/018200/21)150 West StreetSandton, 2196 South Africa(PO Box 783347, Sandton, 2146)Poswa Inc.(Registration number 2009/020829/21)1st Floor Block ASandton Close 2 Cnr 5th Street and Norwich CloseSandton, 2196 South Africa(Postnet Suite 128, Private Bag X9, Benmore, 2010) SponsorDeutsche Securities (SA) Proprietary Limited (A non-bank member of the Deutsche Bank Group)(Registration number 1995/011798/07)3 Exchange Square87 Maude StreetSandton, 2196 South Africa(Private Bag X9933, Sandton, 2146)Independent Reporting Accountant and AuditorPricewaterhouseCoopers Inc. Chartered Accountants (South Africa)Registered Accountants and Auditors(Registration number 1998/012055/21)2 Eglin RoadSunninghill, 2157 South Africa(Private Bag X36, Sunninghill, 2157)Independent ExpertDeloitte & Touche (Partnership Registration number 902276) Deloitte Place, The Woodlands20 Woodlands DriveWoodmeadSandton, 2191 South Africa (Private Bag X6, Gallo Manor, 2052)Joint South African legal Advisors on the Inzalo Transaction TerminationEdward Nathan Sonnenbergs Inc.
10 (Registration number 2006/018200/21)150 West StreetSandton, 2196 South Africa(PO Box 783347, Sandton, 2146)Ledwaba Mazwai Attorneys(Partnership)141 Boshoff StreetNieuw MuckleneukPretoria, 0181 South Africa(PO Box 11860, The Tramshed, 0126)United States legal AdvisorsShearman & Sterling (London) LLP9 Appold StreetLondon EC2A 2 APUnited Kingdom2 Transfer SecretariesComputershare Investor Services Proprietary Limited(Registration number 2004/003647/07)Rosebank Towers15 Biermann Avenue Rosebank, 2196 South Africa(PO Box 61051, Marshalltown, 2107 Joint South African Ta x AdvisorsCliffe Dekker Hofmeyer Inc.(Registration number 2008/018923/21)1 Protea PlaceSandton, 2196 South Africa(Private Bag X40, Benmore, 2010)Edward Nathan Sonnenbergs Inc.(Registration number 2006/018200/21)150 West StreetSandton, 2196 South Africa(PO Box 783347, Sandton, 2146)ADR ProgramCUSIP 803866300 ADR to SOL Share 1.)
