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SASOL INZALO AND SASOL KHANYISA …

SASOL INZALO AND SASOL KHANYISA FREQUENTLY. ASKED QUESTIONS. 15 November 2017. 1 SASOL INZALO AND SASOL KHANYISA QUESTIONS AND ANSWERS. TABLE OF CONTENTS. Top 10 SASOL INZALO Questions 6. 1. How has SASOL INZALO performed? 2. What happens if the share price is insufficient to cover the debt when SASOL INZALO matures? 3. Will SASOL INZALO be replaced with another transaction once it unwinds? 4. Why doesn't SASOL give participating employees the 850 shares they are expecting to receive? 5. What did SASOL proactively do to have a positive impact on the transaction? 6. Will there be any retrenchments as a result of SASOL INZALO performance? 7. Will participating employees receive any money once SASOL INZALO matures? 8. What was the role of the SASOL INZALO directors and how have they protected shareholders over the years? 9. Why hasn't SASOL communicated about the performance of SASOL INZALO in the last 9 years?

3 Sasol Inzalo Top 10 1. How has Sasol Inzalo performed? • Sasol Inzalo was implemented at a Sasol share price of R366 per share in …

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Transcription of SASOL INZALO AND SASOL KHANYISA …

1 SASOL INZALO AND SASOL KHANYISA FREQUENTLY. ASKED QUESTIONS. 15 November 2017. 1 SASOL INZALO AND SASOL KHANYISA QUESTIONS AND ANSWERS. TABLE OF CONTENTS. Top 10 SASOL INZALO Questions 6. 1. How has SASOL INZALO performed? 2. What happens if the share price is insufficient to cover the debt when SASOL INZALO matures? 3. Will SASOL INZALO be replaced with another transaction once it unwinds? 4. Why doesn't SASOL give participating employees the 850 shares they are expecting to receive? 5. What did SASOL proactively do to have a positive impact on the transaction? 6. Will there be any retrenchments as a result of SASOL INZALO performance? 7. Will participating employees receive any money once SASOL INZALO matures? 8. What was the role of the SASOL INZALO directors and how have they protected shareholders over the years? 9. Why hasn't SASOL communicated about the performance of SASOL INZALO in the last 9 years?

2 10. Will I as an employee need to repay anything? 11. When do SASOL INZALO Public Limited (RF) and SASOL INZALO Public Funding (Pty) Limited (RF). unwind and what does the term mean? 12. What happened to the money I paid for SASOL INZALO ordinary share? 13. I learnt through the media that the INZALO share scheme was abandoned? 14. Is it true that SASOL INZALO is not going to pay out in May 2018? 15. What will happen with the INZALO shares in June 2018, will they be sold? 16. What happened to the SASOL INZALO shares of people who have forfeited them, bad leavers? 17. Is it true that SASOL INZALO was administered by a third party? 18. How did employees earn dividends if the scheme was bankrupt? 19. Will there be a dilution of the SOLBE1 shares currently on the market? 20. Why is 18th May a cut-off date from an employment perspective for the share bonus grant award?

3 What is the significance of this date? Top 10 SASOL KHANYISA Questions .. 8. 1. How is the SASOL KHANYISA transaction structured and what is the B-BBEE ownership percentage? 2. Who will take part in the SASOL KHANYISA transaction? 3. How are Black people defined in the SASOL KHANYISA Transaction? 4. How many shares or rights to shares will each participant receive? 5. How will SASOL KHANYISA be funded? 6. What is the duration of SASOL KHANYISA ? 7. How does SASOL KHANYISA assist in creating net value for its participants? 8. Will employees get dividends under KHANYISA ? 9. Is this the best time to do a new B-BBEE transaction given the current low oil price? 10. Why would the new transaction be a success in comparison to the old transaction? 11. How can I buy the SASOL KHANYISA shares when they are ready for the Public to buy? 12. Why would the new transaction be a success in comparison to the old transaction?

4 2 SASOL INZALO Top 10. 1. How has SASOL INZALO SASOL INZALO was implemented at a SASOL share price of R366. performed? per share in 2008. Since then, the share price has been impacted by high and low oil and commodity prices. Various forms of funding were used to fund the SASOL INZALO transaction. SASOL INZALO 's success is linked to the SASOL share price. The objective of SASOL INZALO was to settle funding through the value gained as a result of the growth in the share price. This required a much higher share price to begin to unlock value for participants. As of today, the growth in the share price has not been enough to settle the funding. At the current share price of approximately R400, no net value has been created for SASOL INZALO participants. 2. What happens if the share In the event that the proceeds from the sale of the SASOL price is insufficient to cover Ordinary Shares held by FundCo, either in the market or by the debt when SASOL INZALO SASOL , is insufficient to repay the outstanding preference share matures?

5 Funding to its preference shareholders and any other outstanding debt, SASOL will be obliged to cover this shortfall. SASOL guaranteed the SASOL INZALO Public Limited (RF) and SASOL INZALO Groups Limited (RF) loans and will therefore cover the shortfall between the value of the shares and the associated debt in 2018. 3. Will SASOL INZALO be replaced SASOL INZALO is coming to an end in June 2018, and with with another transaction once SASOL 's transformation imperative in mind, SASOL intends, it unwinds? subject to shareholder approval in November 2017, to implement our new B-BBEE ownership structure, SASOL KHANYISA . 4. Why doesn't SASOL give SASOL employees, who were INZALO participants, were in most participating employees the instances given rights to shares . 850 shares they are expecting Various forms of funding were used to fund the rights to to receive?

6 Shares . Over the past nine years, dividends of R105 000 were declared in respect of the 850 rights to shares . R52 500 was used to partially settle the funding. The other R52 500 was paid to participants as dividends. SASOL INZALO 's success is also linked to the SASOL share price. As of today, the growth in the share price has not been enough to settle the funding. At the current share price of approximately R400, for SASOL INZALO participants, no net value has been created and therefore no shares can be transferred to employees. 5. What did SASOL proactively do In 2014, SASOL re-negotiated the interest charge on the debt to have a positive impact on with funders. As a result, the debt was refinanced and the the transaction? interest rate reduced, making a significant contribution to reducing SASOL INZALO 's financing costs. 6. Will there be any No, there will not be retrenchments as a result of the retrenchments as a result of performance or maturity of SASOL INZALO .

7 3 SASOL INZALO performance? 7. Will participating employees Over the past nine years, dividends of R105 000 were receive any money once declared in respect of the rights to shares. SASOL INZALO matures? R52 500 was used to partially settle the funding. The other R52 500 was paid to employee participants as dividends. SASOL INZALO 's success is linked to the SASOL share price. As of today, the growth in the share price has not been enough to settle the funding. At the current share price of approximately R400, for SASOL INZALO participants, no net value has been created and therefore no shares can be transferred to employees. Employees will still receive 50% of declared dividends until SASOL INZALO ends. 8. What was the role of the SASOL INZALO directors were appointed to oversee the SASOL INZALO directors and implementation and governance of the SASOL INZALO how have they protected transaction to ensure adequate compliance and monitoring to shareholders over the years?

8 Relevant governance agreements. SASOL INZALO directors have acted in the best interest of SASOL INZALO shareholders within the parameters of the relevant governance agreements throughout the transaction. In particular, the SASOL INZALO directors: o campaigned for the refinancing of the INZALO Transaction;. o ensured that INZALO shareholders receive true and accurate information on the INZALO Transaction through financial results publications, as well as presentations at their annual general meetings; and o monitored the financial performance of the INZALO Transaction. SASOL has covered the cost of directors' fees for SASOL INZALO directors, not the SASOL INZALO shareholders. 9. Why hasn't SASOL There are certain legal constraints on what can be communicated about the communicated, for example, SASOL cannot make projections performance of SASOL INZALO with respect to its future share price and it cannot provide in the last 9 years?

9 Financial advice. Employee and Management participants received the annual financial statements of the SASOL INZALO Employee Scheme and SASOL INZALO Management Scheme with the yearly notices of beneficiary meetings. SASOL will ensure that SASOL KHANYISA 's performance is regularly communicated to participants as the transaction progresses. 10. Will I as an employee need to Participants have no further liabilities towards SASOL INZALO . repay anything? 4 SASOL KHANYISA Top 10. 1. How is the SASOL KHANYISA If approved by SASOL shareholders, SASOL KHANYISA will transaction structured and ultimately achieve at least 25% B-BBEE ownership credentials what is the B-BBEE in SASOL South Africa (SSA) (taking into account the holding of ownership percentage? the Foundation in SASOL ), for a period of up to ten years and thereafter via the SASOL Group SOLBE1 shareholding on an ongoing basis.

10 2. Who will take part in the The eligible participants will comprise (to be finalised on SASOL KHANYISA transaction? implementation): o Eligible SASOL employees (~10% of SSA);. o Existing SASOL INZALO Public and Groups shareholders;. (~10% indirectly of SSA); and o Existing Black SASOL shareholders that trade on the empowerment segment of the JSE (~2%). 3. How are Black people The definition of Black people is contained in the B-BBEE. defined in the SASOL KHANYISA Act, which currently means Africans, Coloureds and Indians Transaction? who are citizens of South Africa - o by birth or descent or o who became citizens of South Africa by naturalisation before 27 April 1994;. o on or after 27 April 1994 and who would have been entitled to acquire citizenship by naturalisation prior to that date. 4. How many shares or rights to SASOL INZALO Public Cash Participants shares will each participant At the unwind of SASOL INZALO , existing SASOL INZALO Public receive?


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