SASOL INZALO GROUPS (RF) LIMITED GROUP Annual Financial Statements   30 June 2017

Contents OUR GOVERNANCE

01  

 

 

         

1 2 3    

Invitation from the Chairman Our Board of Directors Our governance framework    

 

 

 

   

6 7

Financial overview Audited Annual Financial Statements

OUR PERFORMANCE REVIEW

ANNUAL GENERAL MEETING

03  

 

 

31

       

32 33 35 37

 

How to participate in the Annual General Meeting Location of the Annual General Meeting Notice of Annual General Meeting Form of Proxy Holder information

02

Preparers of the Audited Annual Financial Statements Mrs S Balram CA(SA), Senior Manager Finance: Reporting at Sasol South Africa (Pty) Ltd, is responsible for this set of financial statements and has supervised the preparation thereof in conjunction with Mr L Matsilele CA(SA), Senior Accountant: Reporting at Sasol South Africa (Pty) Ltd.

Invitation from the Chairman Kenny Setzin Chairman of the Board

Dear shareholder(s) It is with great pleasure that I invite you to the company’s 2017 Annual General Meeting (AGM). This year, the meeting will be held on Tuesday, 31 October 2017 at 13:00 at Sasol Place, 50 Katherine Street, Sandton, Johannesburg. The AGM is an important event on the Sasol Inzalo Groups (RF) Limited calendar and the role that you as the shareholder play is essential to its success. It is an opportunity to constructively engage with one another. Shareholders will be updated on the company’s performance for the financial year and have a chance to ask questions and to vote on the items of business. The Memorandum of Incorporation requires that at least 25% of all shareholders who are entitled to vote, must be present, either in person or by proxy, in order for a shareholder’s meeting to begin. Should the requisite number of shareholders not be present or submit Forms of Proxies, voting on the resolutions will not take place on that day. The AGM will then be postponed and take place exactly one week from the date of this AGM. 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 submit your Form of Proxy. Details on how to participate in the AGM and the Form of Proxy are included with the Annual Financial Statements. 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 shareholder’s risk. The Board recommends that you vote in favour of all the resolutions. I look forward to hosting you at the AGM and thank you for your ongoing interest in Sasol Inzalo Groups (RF) Limited. Yours sincerely

Kenny Setzin Chairman of the Board

Sasol Inzalo Groups Annual Financial Statements 2017    1

Our Board of Directors

 

 

KENNY SETZIN

NONKULULEKO MANYIKA

South African | born 1961

South African | born 1983

INDEPENDENT NON-EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTOR

BA, MBA, Diploma (Small Business Financing) Appointed to the Board in 2008 and Chairman of the Board in 2015

BCom, BCom (Hons), CA(SA) Appointed to the Board in 2012 Board committee:  Chairman: Audit Committee Member: Social and Ethics Committee  

PRIA HASSAN South African | born 1971

 

PETA MASHININI

INDEPENDENT NON-EXECUTIVE DIRECTOR

South African | born 1962

BProc, LLB, MSc Appointed to the Board in 2008 Board committee:  Chairman: Social and Ethics Committee Member: Audit Committee

INDEPENDENT NON-EXECUTIVE DIRECTOR

BSc, Diploma (Project Management and Human Resource Management), MBA Appointed to the Board in 2010 Board Committee: Member: Audit Committee Social and Ethics Committee

2    Sasol Inzalo Groups Annual Financial Statements 2017

Our governance framework Sasol Inzalo Groups (RF) Limited and its subsidiary (“the group”) comply with all the principles of the King Report on Corporate Governance for South Africa 2016 (King IV) insofar as they are applicable. The company does not have any operations or employees; neither does it have any assets, save for its indirect investment in Sasol. A statement on Sasol Inzalo Groups application of the principles of King IV is available on www.sasol.com. In terms of a Governing Agreement entered into between the Company, Sasol Inzalo Groups Funding (RF) (Pty) Ltd, Sasol Limited (Sasol) and its wholly owned subsidiary, Sasol South Africa (Pty) Ltd (SSA) (administrative agent), SSA provides all necessary services, such as financial, information and risk management, company secretarial, legal compliance and internal audit services, to the group. These services are subject to oversight and performance management by the appropriate structures within Sasol. SSA complies with the principles of King IV in fulfilling its duties as administrative agent in terms of the Governing Agreement. A statement on Sasol’s application of the principles of King IV is available on www.sasol.com. SSA is the company secretary of the Company and its subsidiary. It is represented by suitably qualified and experienced individuals who regularly provide guidance and advice to the Board and ensure the ongoing training and education of directors on their fiduciary duties and other related responsibilities. The governance of risk remains the ultimate responsibility of the Board and the control of identified risks is based on the comprehensive enterprise risk management programme of SSA. The role and function of internal audit, provided by SSA and overseen by Sasol’s audit committee, including the requirements with respect to combined assurance, and the governance of risk and information technology are materially aligned with the requirements of King IV. 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 for the 10-year duration thereof. SSA, as the company secretary and administrative agent, is primarily responsible for ensuring compliance with the legal requirements and is supported and monitored by the internal audit, legal services and risk management functions within 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 Governing and financing agreements, 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 Sasol’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 Governing and financing agreements in the 2017 financial year.

Our directors and the composition of the Board and committees

BOARD OF DIRECTORS1 Independent non-executive directors2 K Setzin (Chairman) P Hassan N Manyika PN Mashinini

2 Meetings/100% attendance 29 September 2016 6 April 2017

1 In terms of our memorandum of incorporation, the Board shall consist of not less than two directors. All the directors shall be independent directors, who are guided, as recommended by King IV, by an independent, non-executive chairman. The majority of the directors shall be black people, with at least 40% of the directors being black women. One-third of directors must retire at every annual general meeting and are eligible for re-election 2 In terms of our memorandum of incorporation the Sasol Inzalo Groups Funding (RF) (Pty) Ltd board comprises the same directors as Sasol Inzalo Groups (RF) Limited

Sasol Inzalo Groups Annual Financial Statements 2017    3

Sasol Inzalo Groups (RF) Limited Group

Our governance framework (continued)

AUDIT COMMITTEE

SOCIAL AND ETHICS COMMITTEE

Independent non-executive directors N Manyika (Chairman) P Hassan PN Mashinini

Independent non-executive directors P Hassan (Chairman) PN Mashinini N Manyika

2 meetings 100% attendance

2 meetings 100% attendance

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. The Social and Ethics 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. The committees established by the Board play an important role in enhancing standards of governance and effectiveness within the Group. The terms of reference of the Board and its committees form part of the Board charter and are reviewed every year. The roles and functions of the Chairman and Deputy Chairman are described in the Board Charter available on our website at www.sasol.com. A summary of the terms of reference of the Audit Committee, including its duties and the execution thereof, are set out in the Audit Committee Report included in the Annual Financial Statements on pages 8 to 9. The Annual Financial Statements are available on www.sasol.com. The complete terms of reference of the committees are available on www.sasol.com.

Development The development of industry and group knowledge is a continuous process and we brief directors on legal developments and changes in the risk and general business environment on an on-going basis. We apprise newly appointed directors of Sasol Inzalo Groups’ business and their duties and responsibilities as directors. The Board, its committees as well as any director are entitled to seek independent professional advice concerning the company’s affairs and to gain access to any information they may require in discharging their duties as directors.

Performance An annual self-evaluation of the effectiveness and performance of the Board, its committees, individual directors and the Chairman was performed. We are satisfied that the evaluation process is improving the Boards performance and effectiveness.

4    Sasol Inzalo Groups Annual Financial Statements 2017

Performance An annual self-evaluation of the effectiveness and performance of the Board, its committees, individual directors and the Chairman was performed. We are satisfied that the evaluation process is improving the Boards performance and effectiveness.

Committees and membership

Experience and background

Effectiveness of Administrative Agent

Assessed on effective Board enablers

Quantity and synthesis of material

Mandates and decision roles

Reliable and effective reporting remains the greatest enabler to empower the Board to execute its responsibilities and focus on appropriate matters.

ƫƫ

With a few exceptions indicated below, the Board is working well; the structure, mandate and decision roles are appropriate for the size/complexity of Sasol Inzalo Group and the Chairman’s performance is satisfactory.

ƫƫ

The Administrative Agent will:

Meeting mix and frequency

Preparation process and time Training and knowledge

ƫƫ

– facilitate effective communication between the Directors and Investors; and – continue providing training to directors and committee members

Sasol Inzalo Groups Annual Financial Statements 2017    5

Financial overview The Sasol Inzalo share transaction will unwind in 2018. Sufficient cash is expected to be generated out of the dividends that will be received from Sasol Limited in the period until termination of the scheme, to pay for the operating expenses as well as preference dividends and capital repayments on the preference shares which are due. The group will be required to dispose of the preferred ordinary shares in order to be in a position to redeem the preference share funding and cumulative dividends in 2018. Any shortfall in the value of the preferred ordinary shares held by the group will be made good through a subscription of shares by Sasol Limited in the group. The investment in Sasol Limited was revalued at the closing market price of R366,50 (2016: R397,17) per Sasol Limited ordinary share as at 30 June 2017, to a value of R3 468 million (2016: R3758 million) in line with the group’s accounting policy for investments classified as available-for-sale financial assets. Based on the closing Sasol ordinary share price of R389 on 4 September 2017 and preference share funding balances at 31 August 2017, there is a shortfall and funding commitment for the Sasol Group of approximately R0,9 billion. As a result, assuming the Sasol share price remains at current levels, there will be no distribution of Sasol ordinary shares to Sasol Inzalo Groups funded participants when the Sasol Inzalo Transaction ends in 2018. The group recorded a net loss for the year ended 30 June 2017 of R81 million (2016: R66 million). This was mainly as a result of an increase in finance costs of R15 million.

Key financial highlights: How we used our cash % Dividend received Repayment of capital and interest (A preference) Repayment of interest (B preference) Repayment of interest (C preference) Operating activities Retained/(utilised) from cash

47 19 34 – –

2017 Rm

2016 Rm

292

292

137 53 100 1 1 290

Investment in Security

Net asset value

(R billion) 4,0 3,5 3,0 2,5 2,0 1,5 1,0 0,5 0,0

(R million) 3,8

3,5

0,0 -287,5 -575,0 -862,5

Jun 16

Jun 17

6    Sasol Inzalo Groups Annual Financial Statements 2017

-1150,0

(766)

Jun 16

(1 072) Jun 17

144 53 101 1 (7) 292

Annual financial statements for the year ended 30 June 2017

CONTENTS 8 10 12 12 13 15 18 18 19 19 20 21 29 29 30

Report of the audit committee Director’s report Approval of the financial statements Certificate of the company secretary Independent auditor’s report Accounting policies and financial reporting terms Statements of financial position Income statements Statements of comprehensive income Statements of changes in equity Statements of cash flows Notes to the financial statements Interest in subsidiary Investment in security Long-term debt

Sasol Inzalo Groups Annual Financial Statements 2017    7

Report of the audit committee Nonkululeko Manyika Chairman of the Audit Committee

The Audit Committee (the Committee) presents this report in respect of the 2017 financial year. This report has been prepared based on the requirements of the South African Companies Act, 71 of 2008 as amended (the Companies Act), the King Code of Governance Principles for South Africa 2009 (King III), the Johannesburg Stock Exchange (JSE) Listings Requirements and other applicable regulatory requirements.

Composition and meetings In compliance with listings requirements and South African legislation, all the members of the Audit Committee are independent non-executive directors. Members are elected by shareholders at the annual general meeting. The Committee met twice during the financial year. Attendance was as follows: Member N Manyika (Chairman) P Hassan  PN Mashinini P

29 Sep 2016

6 April 2017

P P P

P P P

Indicates attendance.

Statutory duties and functions The Committee is constituted as a statutory committee of Sasol Inzalo Groups (RF) Limited in line with the Companies Act and accountable in this regard to both the Board and Sasol Inzalo Groups (RF) Limited’s shareholders. It is a committee of the Board in respect of all other duties assigned to it by the Board and the Governing Agreement entered into between Sasol Limited, Sasol Inzalo Groups (RF) Limited, Sasol Inzalo Groups Funding (RF) (Pty) Ltd and The Sasol Inzalo Groups Facilitation Trust on 15 May 2008. In terms of the Governing Agreement Sasol South Africa (Pty) Ltd (the administrative agent) provide Sasol Inzalo Groups (RF) Limited and Sasol Inzalo Groups Funding (RF) (Pty) Ltd 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 Committee also acts as the audit committee for Sasol Inzalo Groups Funding (RF) (Pty) Ltd. 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: ƫƫ

quality and integrity of the Sasol Inzalo Groups (RF) Limited’s financial statements including the consolidated group financial statements;

8    Sasol Inzalo Groups Annual Financial Statements 2017

ƫƫ

the qualification and independence of the external auditors for Sasol Inzalo Groups (RF) Limited and its subsidiary, Sasol Inzalo Groups Funding (RF) (Pty) Ltd;

ƫƫ

the scope and effectiveness of the external audit function for Sasol Inzalo Groups (RF) Limited and its subsidiary, Sasol Inzalo Groups Funding (RF) (Pty) Ltd;

ƫƫ

the effectiveness of the group’s internal controls and internal audit function; and

ƫƫ

compliance with legal and regulatory requirements to the extent that they might have an impact on financial statements.

A copy of the Committee’s terms of reference is available on the Sasol website (www.sasol.com).

Executing on our statutory duties and other areas of responsibilities In satisfying its duties, the Committee in particular: ƫƫ

considered compliance (legal and regulatory) requirements and reviewed the internal control environment;

ƫƫ

nominated for appointment PricewaterhouseCoopers Inc (PwC) as auditor of the company for the financial year ended 30 June 2017;

ƫƫ

reviewed and assessed the independence of the auditor in accordance with the provisions of the Act and is satisfied that PwC and the designated auditor is independent of the company and the Sasol group;

ƫƫ

determined the fees to be paid to PwC as well as PwC’s terms of engagement;

ƫƫ

ensured that the appointment of the auditor complies with the provisions of the Act and any other legislation relating to the appointment of auditors;

ƫƫ

determined, subject to the provisions of the Act, the nature and extent of any non-audit services which PwC may provide to the group and there were no non-audit services performed by the external auditor for the period under review;

ƫƫ

received and dealt with complaints relating either to the accounting practices and internal audit of the company, to the content or auditing of its financial statements, or to any related matter;

ƫƫ

reviewed the company’s risk management plan and processes; and

ƫƫ

reviewed the internal audit plan and considered internal audit reports.

Conclusion The audit committee is satisfied that it has complied with all its statutory and other duties assigned to it. Having had regard to all material factors and risks that may impact on the integrity of the group’s financial statements and following appropriate review, the Committee recommended the annual financial statements of Sasol Inzalo Groups (RF) Limited and its subsidiary for the year ended 30 June 2017 for approval to the Board. On behalf of the Audit Committee

Nonkululeko Manyika Chairman of the Audit Committee  

26 September 2017

Sasol Inzalo Groups Annual Financial Statements 2017    9

Directors’ report The directors have pleasure in presenting their report for the year ended 30 June 2017.

Nature of business During May 2008, the shareholders of Sasol Limited approved the Sasol Inzalo share transaction, a broad-based black economic empowerment (BEE) transaction, which resulted in the transfer of beneficial ownership of 10% of Sasol Limited’s issued share capital, before the implementation of this transaction, to its employees and a wide spread of BEE participants. Sasol Inzalo Groups (RF) Limited and Sasol Inzalo Groups Funding (RF) (Pty) Ltd own approximately 1,39% of Sasol Limited’s issued share capital. The main business of the group (Sasol Inzalo Groups (RF) Limited and its subsidiary, Sasol Inzalo Groups Funding (RF) (Pty) Ltd) is to acquire and hold shares in Sasol Limited on behalf of the members of the selected participants. The principal activities of the company remained unchanged during the year.

Share capital The authorised and issued share capital of the group remained unchanged during the year. This is consistent with the previous year.

Going concern The group incurred a net loss of R81 million for the year ended 30 June 2017. The Sasol Inzalo share transaction will unwind in 2018. Sufficient cash is expected to be generated out of the dividends that will be received from Sasol Limited in the period until termination of the scheme, to pay for the operating expenses as well as preference dividends and a portion of the capital repayments on the preference shares which are due. The group will be required to dispose of the preferred ordinary shares in order to be in a position to redeem the preference share funding and cumulative dividends in 2018. Any shortfall in the value of the preferred ordinary shares held by the group will be made good through a subscription of shares by Sasol Limited in the group. Based on the closing Sasol ordinary share price of R389 on 4 September 2017 and preference share funding balances at 31 August 2017, there is a shortfall and funding commitment for the Sasol Group of approximately R0,9 billion. As a result, assuming the Sasol share price remains at current levels, there will be no distribution of Sasol ordinary shares to Sasol Inzalo Groups funded participants when the Sasol Inzalo Transaction ends in 2018. The directors have made an assessment of the group’s ability to continue as a going concern until termination date, and there is no reason to believe the business will not continue until the transaction unwinds.

Declaration of cash dividend Taking into account the continued decline in the value of the investment in Sasol Limited due to the low oil price and volatile macro-economic environment, the Board of Directors has deemed it prudent to conserve cash and that no cash dividend should be declared for the year ended 30 June 2017 (2016: RNil).

Directorate The composition of the Board of directors is set out in the section “Our Board of Directors” of the Financial Statements.

Auditors PricewaterhouseCoopers Inc. was the external auditor of Sasol Inzalo Groups (RF) Limited and its subsidiary, Sasol Inzalo Groups Funding (RF) (Pty) Ltd for the financial year ended 30 June 2017. At the annual general meeting of 31 October 2017, shareholders will be requested to reappoint PricewaterhouseCoopers Inc. as auditor of Sasol Inzalo Groups (RF) Limited and to note that Mr M Naidoo will be the individual responsible for performing the functions of the auditor, following the Audit Committee’s decision to nominate the firm PricewaterhouseCooopers Inc. as its independent auditor for the financial year commencing 1 July 2017.

10    Sasol Inzalo Groups Annual Financial Statements 2017

Subsequent events The Sasol Inzalo share transaction will come to an end in 2018 and separately the proposed new B-BBEE ownership structure, Sasol Khanyisa, will be implemented. Refer to the announcement released by Sasol on 20 September 2017 for details of the new transaction.

Company secretary Sasol South Africa (Pty) Ltd is the company secretary of Sasol Inzalo Groups (RF) Limited and its subsidiary and its addresses are: Postal address PO Box 5486 Johannesburg 2000 Republic of South Africa

Physical address 50 Katherine Street Sandton 2196 Republic of South Africa

Registered office The registered addresses of the company are: Postal address PO Box 5486 Johannesburg 2000 Republic of South Africa

Physical address 50 Katherine Street Sandton 2196 Republic of South Africa

Sasol Inzalo Groups Annual Financial Statements 2017    11

Approval of the financial statements The annual financial statements for the year ended 30 June 2017 as set out on pages 15 to 30 were approved by the board of directors on 26 September 2017 and are signed on its behalf by:

Kenny Setzin Chairman of the Board

Nonkululeko Manyika Chairman of the Audit Committee

26 September 2017

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, that for the year ended 30 June 2017, Sasol Inzalo Groups (RF) Limited has lodged with the Registrar of Companies all such returns and notices as are required of a public company in terms of this Act, and that all such returns are, to the best of my knowledge and belief, true, correct and up to date.

Fay Hoosain for Sasol South Africa (Pty) Ltd 26 September 2017

12    Sasol Inzalo Groups Annual Financial Statements 2017

Independent auditor’s report To the shareholders of Sasol Inzalo Groups (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 Inzalo Groups (RF) Limited (the Company) and its subsidiary (together the Group) as at 30 June 2017, and its consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa. What we have audited Sasol Inzalo Groups (RF) Limited consolidated and separate financial statements set out on pages 15 to 30 comprise: ƫƫ

the consolidated and separate statements of financial position as at 30 June 2017;

ƫƫ

the consolidated and separate income statements for the year then ended;

ƫƫ

the consolidated and separate statements of comprehensive income for the year then ended;

ƫƫ

the consolidated and separate statements of changes in equity for the year then ended;

ƫƫ

the consolidated and separate statements of cash flows for the year then ended; and

ƫƫ

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 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 Report of the audit committee, Director’s Report and Certificate of the Company Secretary as required by the Companies Act of South Africa, and the supplementary information included in the financial statements (“Interest in subsidiary, Investment in subsidiary and Longterm debt”) as well as the Integrated Report (Including notice of the General Meeting). 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’s and 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 Inzalo Groups Annual Financial Statements 2017    13

Sasol Inzalo Groups (RF) Limited Group

Independent auditor’s report (continued)

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: ƫƫ

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.

ƫƫ

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.

ƫƫ

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

ƫƫ

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’s and the Company to cease to continue as a going concern.

ƫƫ

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.

ƫƫ

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.

PricewaterhouseCoopers Inc. Director: Megan Naidoo  Registered Auditor  Sunninghill 26 September 2017  

14    Sasol Inzalo Groups Annual Financial Statements 2017

Accounting policies and financial reporting terms Sasol Inzalo Groups (RF) Limited is the holding company of the Sasol Inzalo Groups (RF) Limited group (the group) and is domiciled in the Republic of South Africa. The following principal accounting policies were applied by the group for the financial year ended 30 June 2017. Except as otherwise disclosed, these policies are consistent in all material respects with those applied in previous years.

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

A legal business entity registered in terms of the applicable legislation of that country. Sasol Inzalo Groups (RF) Limited or a subsidiary of Sasol Inzalo Groups (RF) Limited. The group comprises Sasol Inzalo Groups (RF) Limited and its subsidiary, Sasol Inzalo Groups Funding (RF) (Pty) Ltd. Any entity over which the company exercises control.

Subsidiary

General accounting terms Consolidated group financial statements Functional currency 

The financial results of the group which comprise the financial results of Sasol Inzalo Groups (RF) Limited and its subsidiary. The currency of the primary economic environment in which the entity operates, which is the South African rand. Presentation currency The currency in which financial results of an entity is presented, which is the South African rand. Related party Parties are considered to be related if one party directly or indirectly has the ability to control or jointly control the reporting entity (Sasol Inzalo Groups (RF) Limited) or exercise significant influence over the reporting entity or is a member of the key management of the reporting entity.

Statement of compliance The consolidated financial statements and separate financial statements 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 Companies Act 71 of 2008 of South Africa. The consolidated financial statements were approved for issue by the board of directors on 26 September 2017 and will be presented to the annual general meeting of shareholders on 31 October 2017.

Accounting standards, interpretations and amendments to published accounting standards During the current financial year, no new accounting standards, interpretations and amendments to published accounting standards were adopted by the group: Standard

Date published

Effective date*

Anticipated impact on the group

IFRS 9, Financial 24 July 2014 Instruments (Amended)

1 January 2018

IFRS 9 introduced new requirements for classifying and measuring financial assets and liabilities. It also contains a new impairment model which will result in earlier recognition of losses and new hedging guidance which will require the implementation of new models, systems and processes. A detailed impact analysis is underway, however we do not expect the adoption of IFRS 9 to have a significant impact on total assets, total liabilities or earnings of the group. We do not expect a fundamental change in the recognition or measurement of impairments on financial assets.

IFRS 15, Revenue 28 May 2014 from contracts with customers

1 January 2017

IFRS 15 requires entities to recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This core principle is achieved through a five step methodology that is required to be applied to all contracts with customers. The group is currently investigating the impact of the new recognition requirements, however, it is not expected that any significant change will be seen in the group.

* The amendments apply for annual periods commencing on or after the date noted and early adoption is permitted, unless otherwise indicated.

Sasol Inzalo Groups Annual Financial Statements 2017    15

Sasol Inzalo Groups (RF) Limited Group

Accounting policies and financial reporting terms (continued)

Principal accounting policies Basis of preparation of financial results The consolidated and separate financial statements are prepared using the historic cost convention except that, as set out in the accounting policies below, certain items, including available-for-sale financial assets, are stated at fair value. The consolidated financial statements are prepared on the going concern basis.

Basis of consolidation of financial results The consolidated financial statements and separate financial statements reflect the financial results of the group. All financial results are consolidated with similar items on a line by line basis except for investment in subsidiary, which are included in the company’s results.

Investment in subsidiary Investment in subsidiary is stated at cost less impairment losses.

Financial assets The group classifies its financial assets into the following categories: ƫƫ

available-for-sale financial assets; and

ƫƫ

loans and receivables.

The classification is dependent on the purpose for which the financial asset is acquired. Management determines the classification of its financial assets at the time of the initial recognition and re-evaluates such designation at least at each reporting date. Financial assets are recognised on transaction date when the group becomes a party to the contracts and thus obtains rights to receive economic benefits and are derecognised when these rights expire or are transferred. Financial assets are stated initially on transaction date at fair value including transaction costs. Available-for-sale financial assets are subsequently stated at fair value at the reporting date. Unrealised gains and losses arising from revaluation of available-for-sale financial assets are recognised as other comprehensive income and included in the investment fair value reserve. On disposal or impairment of available-for-sale financial assets, cumulative unrealised gains and losses previously recognised in other comprehensive income are included respectively in determining the profit or loss on disposal of, or impairment charge relating to, that financial asset, which is recognised in the income statement. The fair values of financial assets are based on quoted market prices. An assessment is performed at each reporting date to determine whether objective evidence exists that a financial asset is impaired. In the case of available-for-sale financial assets, a significant or prolonged decline in the fair value of the asset below its cost is considered an indicator of impairment. If any such evidence exists, the cumulative loss is removed as other comprehensive income from the investment fair value reserve and recognised in the income statement. Impairment losses charged to the income statement on available-for-sale financial assets are not reversed.

Financial liabilities Financial liabilities are recognised on the transaction date when the group becomes a party to a contract and thus has a contractual obligation and are derecognised when these contractual obligations are discharged, cancelled or expired. Financial liabilities are stated initially on the transaction date at fair value including transaction costs. Subsequently, they are stated at amortised cost using the effective interest method.

Cash and cash equivalents Cash and cash equivalents are stated at carrying value which is deemed to be fair value. Bank overdrafts are offset against cash and cash equivalents in the statement of cash flows.

Cash restricted for use Cash which is subject to restrictions on its use is stated separately at carrying amount in the statement of financial position.

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.

16    Sasol Inzalo Groups Annual Financial Statements 2017

Preference shares Preference shares are classified as liabilities if they are redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are charged to the income statement as a finance expense based on the effective interest method.

Debt Debt, which constitutes a financial liability, includes short-term and long-term debt. Debt is initially recognised at fair value, net of transaction costs incurred and is subsequently stated at amortised cost. Debt is classified as short-term unless the borrowing entity has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. Debt is derecognised when the obligation in the contract is discharged, cancelled or has expired. Premiums or discounts arising from the difference between the fair value of debt raised and the amount repayable at maturity date are charged to the income statement as finance expenses based on the effective interest method.

Taxation The income tax charge is determined based on income before tax for the year and includes deferred tax. The current tax charge is the calculated tax payable on the taxable income for the year using enacted or substantively enacted tax rates and any adjustments to tax payable in respect of prior years. Deferred tax is provided for using the liability method, on all temporary differences between the carrying amount of assets and liabilities for accounting purposes and the amounts used for tax purposes and on any tax losses. The provision for deferred tax is calculated using enacted or substantively enacted tax rates at the reporting date that are expected to apply when the asset is realised or liability settled. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be realised. The provision of deferred tax assets and liabilities reflects the tax consequences that would follow from the expected recovery or settlement of the carrying amount of its assets and liabilities.

Other payables Other payables are initially recognised at fair value and subsequently stated at amortised cost.

Finance income Finance income consists primarily of dividends received and interest received. The timing of finance income recognition is as follows: ƫƫ

Dividends received is recognised when the right to receive payment is established; and

ƫƫ

Interest received is recognised on a time proportion basis using the effective interest method.

Finance costs Finance costs, including dividends on preference shares classified as liabilities, are charged to the income statement using the effective interest method.

Sasol Inzalo Groups Annual Financial Statements 2017    17

Statements of financial position at 30 June

     

Group

Company

  Note  

2017 Rm

2016 Rm

2017 Rm

2016 Rm

ASSETS Investment in subsidiary Investment in security

  1 2

  – 3 468

  – 3 758

  204 –

  204 –

Non-current assets

 

3 468

3 758

204

204

Cash restricted for use Cash

3 3

1 5

1 4

1 2

1 2

Current assets

 

6

5

3

3

Total assets

 

3 474

3 763

207

207

EQUITY AND LIABILITIES

 

Shareholders’ (deficit)/equity

 

206

206

Long-term debt Deferred tax liability

4 5

– 1

4 367 66

– –

– –

Non-current liabilities

 

1

4 433





Short-term debt Other payables

4 6

4 544 1

95 1

– 1

– 1

Current liabilities

 

4 545

96

1

1

Total equity and liabilities

 

3 474

3 763

207

207

(1 072)

(766)

Income statements for the year ended 30 June

     

  Note  

Group 2017 Rm

Company 2016 Rm

2017 Rm

2016 Rm

Other expenses

7

(1)

(1)





Operating loss Net finance costs

   

(1) (80)

(1) (65)

– –

– –

finance income finance costs

8 9

292 (372)

292 (357)

– –

– –

Loss before tax Taxation

 

(81) *

(66) *

– –

– –

Loss for year

 

(81)

(66)





* Less than R500 000

18    Sasol Inzalo Groups Annual Financial Statements 2017

Statements of comprehensive income for the year ended 30 June

Group

     

     

Loss for year Other comprehensive loss, net of tax Items that can be subsequently reclassified to the income statement

   

(81)

 

Fair value of investment available-for-sale Tax on items that can be subsequently reclassified to the income statement

 

2017 Rm

2017 Rm

2016 Rm

(66)

–  

–  

(225)

(418)





(290)

(500)









65

 

 

Company 2016 Rm

82

 

 





 

Total comprehensive loss for year

 

(306)

(484)

Statements of changes in equity for the year ended 30 June  

Group

 

     

     

 

 

Balance at 30 June 2015   Total comprehensive loss for year   Balance at 30 June 2016   Total comprehensive loss for year   Balance at 30 June 2017  

Company

Share Total capital Investment shareholders’ Share capital Total and share fair value Accumulated (deficit)/ and share Accumulated shareholders’ premium   reserve   loss equity premium profit equity (Note 10)           (Note 10)     Rm   Rm   Rm Rm Rm Rm Rm  

204 – 204 – 204

 

 

647 (418) 229 (225) 4

 

 

 

 

 

 

(1 133)

(282)

204

2

206

(66)

(484)







(1 199)

(766)

204

2

206

(81)

(306)







(1 280)

(1 072)

204

2

206

Sasol Inzalo Groups Annual Financial Statements 2017    19

Statements of cash flows for the year ended 30 June

 

 

   

Note  

Cash utilised in operating activities Finance income received Finance costs paid

11 8 9

Cash generated by operating activities

Group 2017 Rm

Company 2016 Rm

2017 Rm

2016 Rm

(1) 292 (94)

(1) 292 (132)

– – –

– – –

197

159





Repayments of capital Repayment of capitalised finance costs

4 4

(65) (131)

(65) (101)





Cash effect of financing activities

 

(196)

(166)





Increase/(decrease) in cash Cash at beginning of year

   

1 5

(7) 12

– 3

– 3

Cash at end of year

 

6

5

3

3

20    Sasol Inzalo Groups Annual Financial Statements 2017

Notes to the financial statements for the year ended 30 June

     

     

1      

2                

Group

Company

2017 Rm

2016 Rm

2017 Rm

2016 Rm

Investment in subsidiary Reflected as non-current asset Shares at cost

    –

    –

    204

    204

For further details of interest in subsidiary, refer to page 29.

 

 

 

 

Investment in security Investment available-for-sale listed long-term investment

    3 468

    3 758

    –

    –

Investment available-for-sale Reconciliation Balance at beginning of year Revaluation to fair value

    3 758 (290)

    4 258 (500)

    – –

    – –

Balance at end of year

3 468

3 758





 

Fair value of investment available-for-sale         The fair value of the investment available-for-sale is based on a quoted market price of the Sasol ordinary share of R366,50 per share (2016: R397,17 per share) as listed on the Johannesburg Stock Exchange at 30 June. This is a level one fair value measurement. For further details of the investment in security, refer to page 29.

3

Cash

Cash restricted for use Cash

  1 5

  1 4

  1 2

  1 2

Per the statement of cash flows

6

5

3

3

Included in cash restricted for use: Cash deposit by a participant awaiting share allocation

1

1

1

1

   

Fair value of cash       The carrying value of cash approximates fair value due to the short-term maturity of these instruments.

 

4

Long-term debt

 

           

                           

Fair value of cash

Total long-term debt Short-term portion  

  4 544 (4 544) –

  4 462 (95)

  – –

  – –

4 367



–     – –

Analysis of long-term debt At amortised cost Secured debt Unamortised loan costs

4 546 (2)

4 465 (3)

    – –

 

4 544

4 462





Reconciliation Balance at beginning of year Interest accrued Loans repaid1 Amortisation of loan costs

4 462 277 (196) 1

4 403 224 (166) 1

  – – – –

  – – – –

Balance at end of year

4 544

4 462





Sasol Inzalo Groups Annual Financial Statements 2017    21

Sasol Inzalo Groups (RF) Limited Group

Notes to the financial statements (continued)

Group

4

Long-term debt (continued)

 

Interest-bearing status Interest-bearing debt

 

   

       

Company

2017 Rm

2016 Rm

2017 Rm

2016 Rm

 

 

 

 

 

 

 

 

  4 544

  4 462

  –

  –

 

 

  – – –

 

 

Maturity profile Within one year One to five years

4 544 -

95 4 367

  – –

 

4 544

4 462



1

 

Loan repaid of R196 million (2016: R166 million) comprises capital repayment on the A preference shares of R65 million (2016: R65 million) and payment of finance costs on the preference shares of R131 million (2016: R101 million).

 

Fair value of long-term debt

4 461

 

The fair value of long-term debt is based on the quoted market price for the same or similar instruments or on the current rates available for debt with the same maturity profile and effective interest rate with similar cash flows. Market related rates ranging between 7,48% and 10,32% per annum (2016: 7,14% and 10,61% per annum) were used to discount estimated cash flows based on the underlying currency of the debt. This is a level three fair value measurement.

4 459





 

Financial covenants There were no events of default during the current year. The company is in compliance with its debt covenants, none of which are expected to represent material restrictions on funding or investment policies in the foreseeable future.

     

For further details of long-term debt, refer to page 30. Borrowing powers The group’s borrowing powers are limited by its memorandum of incorporation.

 

 

5

Deferred tax liability

 

                   

6      

Reconciliation Balance at beginning of year Current year charge per the statement of comprehensive income

    66

    148 (82)

    –   –

    –   –

(65)

Balance at end of year

1

66





Comprising Deferred tax liability

1

66

  –

  –

 

 

The deferred tax liability is determined based on the tax status and rates of the company. Deferred tax is attributable to the following temporary differences Investment in security

Other payables Other payables Fair value of other payables The carrying amount approximates fair value because of the short period to maturity of these payables.

22    Sasol Inzalo Groups Annual Financial Statements 2017

1

66

  –

  –

  1

  1

  1

  1

 

 

 

 

 

 

 

 

Group

Company

2017 Rm

2016 Rm

2017 Rm

2016 Rm

7

Other expenses

   

Audit remuneration Professional fees Other administrative costs

  * – 1

  * * 1

  – – *

  – – *

 

1

1

*

*

* Less than R500 000.

 

 

 

 

     

8

Finance income

 

Dividends received from investment available-for-sale Interest received on cash and cash equivalents

  291 1

  291 1

  – –

  – –

Per the statements of cash flows

292

292





9

Finance costs

 

Debt Amortisation of loan costs

  371 1

  356 1

  – –

  – –

Income statement charge

372

357





   

     

 

 

Total finance costs before amortisation of loan costs Less interest accrued on debt

   

10                

       

Per the statements of cash flows

Share capital and share premium

 

 

371 (277)

356 (224)

– –

– –

94

132





 

 

 

 

Number of shares

Number of shares

Number of shares

Number of shares

  10 000 000

  10 000 000

  10 000 000

  10 000 000

1

1

1

1

Issued – Par value shares Ordinary share in issue at beginning and end of year

9 461 882

9 461 882

9 461 882

9 461 882

Non-participating preference share at beginning and end of year

1

1

1

1

 

 

 

Rm

Rm

 

Rm

*

*

*

*

204

204

204

204

 

 

 

 

  Authorised Ordinary par value shares of R0,01 each Non-participating preference share of R0,01 each

 

  Share capital Share premium * Less than R500 000.

 

 

Capital Management In terms of the memorandum of incorporation of the company and governing agreement entered into between Sasol Limited, Sasol Inzalo Groups (RF) Limited and Sasol Inzalo Groups (RF) Funding (Pty) Ltd on 7 April 2008, the company may not issue any unissued shares until the end of the empowerment period in June 2018. The company’s capital structure is managed in accordance with the terms, conditions and restrictions of the memorandum of incorporation and governing agreement.

11

Cash utilised in operating activities

 

 

Cash flow from operations (refer note 12)

(1)

 

 

(1)

 

 

 

 

   

   

 

(1)





(1)





 

Sasol Inzalo Groups Annual Financial Statements 2017    23

Sasol Inzalo Groups (RF) Limited Group

Notes to the financial statements (continued)

Group 2016 Rm

12

Cash flow from operations

 

Operating loss

13

Related party transactions

                     

               

Material related party transactions were as follows: Income statement items Finance income Sasol Limited (refer to note 8)

  (1)

2016 Rm

2015 Rm

  –

  –

      291

      291

      –

      –

    –

    –

    204

    204

  3 468

  3 758

  –

  –

 

 

 

 

*

*

*

*

Rand

Rand

Rand

Rand

N Manyika KH Setzin P Hassan P Mashinini MT Maake**

77 250 132 500 98 750 96 250 -

113 000 124 750 103 500 154 250 80 000

57 250 95 000 73 750 71 250 -

75 500 80 125 66 000 102 750 55 000

 

404 750

575 500

297 250

379 375

 

 

 

 

Amounts reflected as non-current assets Investment in subsidiary Sasol Inzalo Groups Funding (RF) (Pty) Ltd (refer note 1) Investment in security Sasol Limited (refer note 2) Amounts paid by Sasol Limited During the year, Sasol Limited paid directors’ fees amounting to R404 750 (2016: R575 500) to the following directors of the company for services rendered as directors of the company and of Sasol Inzalo Groups Funding (RF) (Pty) Ltd:  

* Less than R500 000. ** Director resigned in 2017 financial year.

14

Subsequent events

15

2015 Rm

        During the year, the group, in the ordinary course of business, entered into certain transactions with Sasol Limited. The effect of these transactions is included in the financial performance and results of the group. Amounts owing to related parties are disclosed in the respective notes to the financial statements for those statement of financial position items.

 

 

  (1)

Company

The Sasol Inzalo share transaction will come to an end in 2018 and separately the proposed new B-BBEE ownership structure, Sasol Khanyisa, will be implemented. Refer to the announcement released by Sasol on 20 September 2017 for details of the new transaction.

Going concern The group incurred a net loss of R81 million for the year ended 30 June 2017. The Sasol Inzalo share transaction will unwind in 2018. Sufficient cash is expected to be generated out of the dividends that will be received from Sasol Limited in the period until termination of the scheme, to pay for the operating expenses as well as preference dividends and a portion of the capital repayments on the preference shares which are due. The group will be required to dispose of the preferred ordinary shares in order to be in a position to redeem the preference share funding and cumulative dividends in 2018. Any shortfall in the value of the preferred ordinary shares held by the group will be made good through a subscription of shares by Sasol Limited in the group. Based on the closing Sasol ordinary share price of R389 on 4 September 2017 and preference share funding balances at 31 August 2017, there is a shortfall and funding commitment for the Sasol Group of approximately R0,9 billion. As a result, assuming the Sasol share price remains at current levels, there will be no distribution of Sasol ordinary shares to Sasol Inzalo Groups funded participants when the Sasol Inzalo Transaction ends in 2018.

 

The directors have made an assessment of the group’s ability to continue as a going concern until termination date, and there is no reason to believe the business will not continue until the transaction unwinds.

24    Sasol Inzalo Groups Annual Financial Statements 2017

16.1  

   

         

 

Financial risk management and financial instruments Introduction The group is exposed in varying degrees to a variety of financial instrument-related risks. The Sasol Inzalo Groups (RF) Limited Board of directors (the Board) has the overall responsibility for the establishment and oversight of the group’s risk management framework. These risks are continuously monitored and managed. The group’s financial risks relating to its operations are managed by the board. A comprehensive risk management process has been developed to continuously monitor and control risks. Risk profile Risk management and measurement relating to each of these risks is discussed under the headings below (subcategorised into credit risk, liquidity risk, and market risk) which entails an analysis of the types of risk exposure, the way in which such exposure is managed and quantification of the level of exposure in the statement of financial position. (a) Credit risk The group has potential credit risk exposure on cash investments, although these cash investments are not significant. The significant financial asset of the group is the available-for-sale investment in Sasol Limited which is listed on the Johannesburg Stock Exchange (JSE) and therefore fully recoverable. (b) Liquidity risk Liquidity risk is the risk that an entity will be unable to meet its obligations as they become due. The group manages liquidity risk by effectively managing its working capital and cash flows. The group finances its operations primarily with contractually guaranteed dividend income from Sasol Limited and with interest received on cash investments. The group is in compliance with all of the financial covenants per its loan agreements. The Inzalo scheme is structured such that the recoverable amount of the Sasol Limited shares will be used to settle the outstanding preference debt. Any shortfall remaining thereafter on the C preference debt will be settled directly by Sasol Limited in terms of the guarantee issued to the lenders.

                       

         

  Note

   

Contractual cash flows* Rm

Within one year Rm

2017 Group Financial assets Loans and receivables Cash and cash restricted for use Investment available-for-sale Investment in security

        3   2

        6

        6

3 468

3 468

Non-derivative instruments

 

3 474

3 474

 

 

Financial liabilities Long-term debt Other payables

    6

(4 924) (1)

(4 924) (1)

Non-derivative instruments

 

(4 925)

(4 925)

*The amount disclosed is the contractual cash flows including finance expenses.

Sasol Inzalo Groups Annual Financial Statements 2017    25

Sasol Inzalo Groups (RF) Limited Group

Notes to the financial statements (continued)

16.1                          

Financial risk management and financial instruments (continued)

Note

Contractual cash flows* Rm

Within one year Rm

Company Financial assets Loans and receivables Cash and cash restricted for use Investment available-for-sale Investment in subsidiary

      3   1

      3   204

      3   204

Non-derivative instruments

 

207

207

Financial liabilities Other payable

  6

  (1)

  (1)

Non-derivative instruments

 

(1)

(1)

   

 

*The amount disclosed is the contractual cash flows including finance expenses. 

 

 

 

 

 

 

  Note                                              

 

 

 

 

 

 

Contractual cash flows* Rm

Within one year Rm

One to two years Rm

2016 Group Financial assets Loans and receivables Cash and cash restricted for use Investment available-for-sale Investment in security

        3   2

        5

        5

        –

3 758



3 758

Non-derivative instruments

 

3 763

5

3 758

Financial liabilities Long-term debt Other payable

    6

(5 247) (1)

(190) (1)

(5 057) –

Non-derivative instruments

 

(5 248)

(191)

(5 057)

Company Financial assets Loans and receivables Cash and cash restricted for use Investment available-for-sale Investment in subsidiary

      3   1

3

3



204



204

Non-derivative instruments

 

207

3

204

Financial liabilities Other payables

  6

(1)

(1)



Non-derivative instruments

 

(1)

(1)



*The amount disclosed is the contractual cash flows including finance expenses.

26    Sasol Inzalo Groups Annual Financial Statements 2017

16.1

Financial risk management and financial instruments (continued) (c) Market risk Market risk is the risk arising from possible market price movements and their impact on the future cash flows of the group. The market price movement that the group is exposed to includes interest rates and Sasol Limited’s share price. The group has developed policies aimed at managing the volatility inherent in this exposure, which is discussed below.

 

 

Interest rate risk Fluctuations in interest rates impact on the value of short-term investments and financing activities, giving rise to interest rate risk. Exposure to interest rate risk is particularly with reference to changes in South African interest rates. The debt of the group is structured on a combination of floating and fixed interest rates. For further details on long-term debt refer to page 30.

 

   

 

 

At the reporting date the interest rate profile of the group’s interest-bearing financial instruments was:

 

 

   

     

             

2016 Rm

     

Variable rate instruments Financial assets Financial liabilities

  6 (3 623)

  Fixed rate instruments Financial liabilities

 

 

2017 Rm

2016 Rm

  5 (3 474)

  3 –

  3 –

(3 617)

(3 469)

3

3

(921)

(988)





100:0

100:0

80:20

78:22

Cash flow sensitivity for variable rate instruments Financial instruments affected by interest rate risk include borrowings and deposits. A change of one percent in the prevailing interest rate at the reporting date would have increased/(decreased) earnings by the amounts shown below before the effect of tax. The sensitivity analysis has been prepared on the basis that all other variables remain constant and has been performed on the same basis for 2016.       Income statement 1% increase   Group Company     Rm Rm

   

 

Company

2017 Rm

Interest profile (variable: fixed rate as a percentage of total interest-bearing)

   

 

Carrying value Group

 

 

 

30 June 2017

(36)



30 June 2016

(35)



A one percent decrease in the interest rate at 30 June would have the equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant.

Sasol Inzalo Groups Annual Financial Statements 2017    27

Sasol Inzalo Groups (RF) Limited Group

Notes to the financial statements (continued)

16.2 Fair value  

   

Various valuation techniques and assumptions are utilised for the purpose of calculating fair value. The group does not hold any financial instruments traded in an active market, except for the investment in listed equity instruments. Fair value is determined using valuation techniques as outlined below. Where possible, inputs are based on quoted prices and other market determined variables. Fair value hierarchy The following table is provided representing the assets and liabilities measured at fair value at reporting date, or for which fair value is disclosed at reporting date. The calculation of fair value requires various inputs into the valuation methodologies used. The source of the inputs used affects the reliability and accuracy of the valuations. Significant inputs have been classified into the hierarchical levels in line with IFRS 13, as shown below. There have been no transfers between levels in the current year. Transfers between levels are considered to have occurred at the date of the event or change in circumstances. Level 1 Quoted prices in active markets for identical assets or liabilities. Level 3 Inputs for the asset or liability that are unobservable.    

30 June 2017 Rm

Valuation method

Significant inputs

Fair value hierarchy of inputs

Financial assets Investments in listed securities

  3 463

  Quoted market price for the same instrument

  Quoted market price for the same instrument

Financial liabilities Unlisted long-term debt

4 461

Discounted cash flow

Market Level 3 related interest rates

28    Sasol Inzalo Groups Annual Financial Statements 2017

  Level 1

Interest in subsidiary       Name

      Nature of business

   Nominal     issued share    capital    R

Subsidiary Direct Sasol Inzalo Groups Funding (RF) (Pty) Ltd

    Investment holding company incorporated to hold shares in Sasol Limited

     

  

 

Investment at cost

  Interest %

2017 Rm

2016 Rm

   

   

   

   

1

100

204

204

The entity is incorporated and domiciled in the Republic of South Africa. The company’s interest in the aggregate losses of the subsidiary amount to R81 million (2016: R66 million).

Investment in security  

 

 

Name    

Country of incorporation    

Nature of business    

Sasol Limited

South Africa

Holding company of the Sasol group

 

 

 

Group

  Interest %     1,39  

Fair value 2017 Rm

Cost 2017 Rm

Fair value 2016 Rm

Cost 2015 Rm

3 468

3 463

3 758

3 463

 

 

 

 

The details of the investment are as follows: The group subscribed for 9 461 882 Sasol preferred ordinary shares. The Sasol preferred ordinary shares have voting rights attached to them and will automatically be Sasol ordinary shares at the end of the empowerment period in 2018. The Sasol preferred ordinary shares rank pari passu with the Sasol ordinary shares and differ only in the fact that they are not listed and trading is restricted. The group will be required to dispose of the preferred ordinary shares in order to be in a position to redeem the preference share funding and cumulative dividends in 2018. Any shortfall in the value of the preferred ordinary shares held by the group will be made good through a subscription of shares by Sasol Limited in the group. Based on the closing Sasol ordinary share price of R389 on 4 September 2017 and preference share funding balances at 31 August 2017, there is a shortfall and funding commitment for the Sasol Group of approximately R0,9 billion. As a result, assuming the Sasol share price remains at current levels, there will be no distribution of Sasol ordinary shares to Sasol Inzalo Groups funded participants when the Sasol Inzalo Transaction ends in 2018. The Sasol preferred ordinary shares are pledged as security for the A and B preference shares and may not be disposed of or encumbered in any way.

Sasol Inzalo Groups Annual Financial Statements 2017    29

Long-term debt The groups’s borrowing powers are limited by its Memorandum of Incorporation.       Terms of repayment

  Security/Guarantee

Secured debt A preference shares repayable in semiannual instalments by June 2018

  Secured by Sasol preferred ordinary shares held by the company B preference shares repayable in June 2018 Secured by Sasol preferred ordinary shares held by the company C preference shares repayable in June 2018 Guarantee by Sasol Limited Unsecured debt Non participating preference share1

   

 

Interest rate   at 30 June Currency 2017

Group 2017 Rm

2016 Rm

    Rand Fixed 12,3%

  546

  614

Rand Fixed 14,7%

376

377

3 624

3 474

  *

  *

4 546

4 465

Rand Variable 68% of prime     Rand  

    Unamortised loan costs (amortised over period of debt using the effective interest rate method)

Rand  

(2)

(3)

    Repayable within one year included in short-term debt

    Rand  

4 544 (4 544)

4 462 (95)

 

 

 

 

 

 



4 367

Purpose on the long-term debt Preference shares were issued to the parties providing external preference share funding in order to fund the purchase of shares in Sasol Limited by Sasol Inzalo Groups Funding (RF) (Pty) Ltd. * Less than R500 000. 1

One ‘A’ ordinary share of R0,01 was issued to Sasol Limited during the period ended 30 June 2008. The rights to this share provide that immediately when any ordinary share is issued, it is converted to a preference share. As a result of the ordinary shares issued during the period ended 30 June 2008, the share was converted to a preference share. The preference share will be entitled in the aggregate to a dividend of R1,00 immediately prior to redemption, on 27 June 2018, and to redemption proceeds of R0,01.

30    Sasol Inzalo Groups Annual Financial Statements 2017

How to participate in the Annual General Meeting scheduled for 31 October 2017 The Annual General Meeting (AGM) is an important event on the Sasol Inzalo Groups (RF) Limited calendar. Your participation is important. The AGM provides an update for shareholders on performance for the financial year 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 Sasol Place, 50 Katherine Street, Sandton, 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. Documentary evidence establishing the authority of a person attending the AGM on behalf of a holder in a representative capacity, or signing the Form of Proxy in a representative capacity, (for example, a certified copy of a duly passed directors’ resolution in the case of a holder which is a company, a certified copy of a duly passed members’ resolution in the case of a holder which is a close corporation and a certified copy of a duly passed trustees’ resolution in the case of a holder who/which is/are trustee(s) of a trust) must be presented to the person presiding at the AGM or attached to the Form of Proxy (as the case may be), and shall thereafter be retained by the company. Shareholders wishing to attend are advised to be inside the venue at Sasol Place by no later than 12:30. Please note that the registration desk, at which shareholders will register to vote at this meeting on Tuesday, 31 October 2017, will close at 12:50.

Teleconferencing

ELECTRONIC PARTICIPATION 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 (Pty) Ltd by 09:00 on Tuesday, 24 October 2017. Shareholders are requested to refer to Note 5 on page 34 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 (Pty) Ltd by not 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.

Sasol Inzalo Groups Annual Financial Statements 2017    31

Location of the Annual General Meeting Sasol Place 50 Katherine Street Cnr Katherine Street and Albertyn Avenue Sandton Johannesburg

Directions to Sasol Place From O.R. Tambo International Airport • Take R24 towards Johannesburg • Follow R24 and N3 Eastern Bypass/N3 to Marlboro Dr/M60 • Follow Marlboro Drive/M60 to Katherine Street • Turn left onto Katherine Street • Sasol Place: Katherine Street and Albertyn Avenue, Sandton From Johannesburg South • Take M1 North • Continue on M1 to Johannesburg • Take exit 23 for M40/Grayston Drive toward Sandton • Turn left onto Grayston Drive • Slight left onto the ramp to Katherine St/M85 • Turn left onto Katherine Street • Sasol Place: Katherine Street and Albertyn Avenue, Sandton

32    Sasol Inzalo Groups Annual Financial Statements 2017

From Pretoria • Take N1 South • Continue towards Johannesburg on M1 • Take exit 23 for M40/Grayston Drive toward Sandton • Turn right onto Grayston Drive • Slight left onto the ramp to Katherine St/M85 • Turn left onto Katherine Street • Sasol Place: Katherine Street and Albertyn Avenue, Sandton

Notice of Annual General Meeting Sasol Inzalo Groups (RF) Limited Registration number 2008/000369/06 (“Sasol Inzalo” or the “company”) Notice is hereby given that the 10th (tenth) annual general meeting of Sasol Inzalo Groups (RF) Limited (“Sasol Inzalo” or “the company”) shareholders will be held on Tuesday, 31 October 2017 at 13:00 at Sasol Place, 50 Katherine Street, Sandton, 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 Inzalo Groups 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 Tuesday, 24 October 2017 are entitled to 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 Monday, 2 October 2017. 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 Tuesday, 24 October 2017. 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: To consider and, if approved, to pass with or without modification the ordinary resolutions set out below, in the manner required by the MOI and the Act: 1. To receive the audited annual financial statements of the company and of the Sasol Inzalo Groups group, for the financial year ended 30 June 2017, together with the reports of the Directors, the Audit Committee and the external auditors. The annual financial statements of the company for the financial year ended 30 June 2016 can be obtained from the Sasol website at http://www.sasol. com/investor-centre/sasol-inzalo/sasol-inzalo-groups- limited-rf-corporate-governance. 2. To vote on the election, each by way of a separate vote, of the following directors who are required to retire in terms of clause 24.31 of the company’s MOI, and who are eligible and have offered themselves for re-election2: 2.1 Ms PN Mashinini; and 2.2 Mr K Setzin. 3. 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. 4. 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: 4.1 Adv P Hassan 4.2 Ms N Manyika; and 4.3 Ms PN Mashinini (subject to her being re-elected as a director in terms of resolution number 2.1). 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 Regulation3 that apply to the company, and has confirmed that the proposed Audit Committee will comply with the relevant requirements, and has 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 26 September 2017 1 Clause 24.3 states that, “At every annual general meeting held in each year during the Empowerment Period 1/3 (one third) of the Directors, or if their number is not a multiple of 3 (three), then the number nearest to, but not less than 1/3 (one third) (excluding those Directors appointed in terms of clause 24.15) shall retire from office”. Clause 24.5 states that “Retiring Directors shall be eligible for re-election.” 2 Brief biographies of directors who have offered themselves for re-election are included on page 2. 3 Sections 94(4) and 94(5) of the Act read with Regulation 42 of the Regulations Sasol Inzalo Groups Annual Financial Statements 2017    33

Notes to notice of Annual General Meeting 1. This document is addressed to all holders. 2. If you are a holder of Sasol Inzalo Groups securities in your own name and are unable to attend the general meeting and wish to be represented thereat, you must complete and return the attached proxy form 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. 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. 4. Documentary evidence establishing the authority of a person attending the annual general meeting on behalf of a holder in a representative capacity, or signing the Form of Proxy in a representative capacity (for example, a certified copy of a duly passed directors’ resolution in the case of a holder which is a company, a certified copy of a duly passed members’ resolution in the case of a holder which is a close corporation and a certified copy of a duly passed trustees’ resolution in the case of a holder who/ which is/are trustee(s) of a trust) must be presented to the person presiding at the annual general meeting or attached to the Form of Proxy (as the case may be), and shall thereafter be retained by the company. 5. 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 below: a. In order for Sasol Inzalo Groups to arrange electronic participation, holders must deliver written notice to Computershare Investor Services (Pty) Ltd by 09:00 on Tuesday, 24 October 2017 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 above 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 iii. you at the annual general meeting via electronic communication if you are a company or other juristic person; iv. your valid e-mail address and/or facsimile number and/or telephone number; and v. an indication that you or your proxies 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 not later than 15 minutes prior to the commencement of the annual general meeting, during which time registration will take place. 6. If a poll is duly demanded it shall be taken in such manner and at such place as the chairman directs and either forthwith or after an interval or adjournment (not exceeding 7 (seven) days), and the result of the poll shall be deemed to be the resolution of the Shareholders’ Meeting at which the poll was demanded. Scrutineers may be appointed by the chairman to declare the result of the poll, and if appointed their decision, which shall be given by the chairman of the Shareholders’ Meeting, shall be deemed to be the resolution of the Shareholders Meeting at which the poll is demanded. 7. Sufficient persons must be present at the annual general meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised, provided that if the company has more than two shareholders, at least three holders must be present at the annual general meeting. 8. It is recorded that, in accordance with section 63(6) of the Act, if voting on a particular matter is by polling, a holder or a proxy for a holder has the number of votes determined in accordance with the voting rights associated with the securities held by that holder. 9. See page 32, for a map of the location of the venue of the meeting. An electronic copy may be obtained from Sasol’s website at www.sasol.com. 10. 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 not 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 paragraphs 3 and 4 above to expedite registration. 34    Sasol Inzalo Groups Annual Financial Statements 2017

Form of proxy for Annual General Meeting Sasol Inzalo Groups (RF) Limited

Identity number/Registration number

Registration number 2008/000369/06 (“Sasol Inzalo” or the “company”) For use at the 10th (tenth) annual general meeting of Sasol Inzalo Groups (RF) Limited shareholders to be held on Tuesday, 31 October 2017 at 13:00 at Sasol Place, 50 Katherine Street, Sandton, 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 Tuesday, 31 October 2017 at 13:00, South African time (see note 4), as follows: Number of voting rights (insert): For Against Abstain 2.

3. 4.

To vote on the election, each by way of a separate vote, of the following directors who are required to retire in terms of clause 24.3 of the company’s MOI, and who are eligible and have offered themselves for re-election: 2.1 Ms PN Mashinini 2.2 Mr K Setzin To appoint PricewaterhouseCoopers Inc to act as the independent auditor of the company until the next annual general meeting To elect each by way of a separate vote, the members of the audit committee: 4.1 Adv P Hassan 4.2 Ms N Manyika 4.3 Ms PN Mashinini (subject to her being re-elected as a director in terms of resolution number 2.1)

Signed at on 

2017

Signature  Assisted by (where applicable)  Name Capacity  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. 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. 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 Sasol Place, 50 Katherine Street, Sandton, Johannesburg, South Africa on Tuesday, 31 October 2017 at 13:00 or any adjournment(s) thereof, unless it is revoked earlier.

Sasol Inzalo Groups Annual Financial Statements 2017    35

 Notes to form of proxy 1. Proxy appointment must be in writing, dated and signed by the holder. 2. Forms of proxy must be presented to a representative of Computershare Investor Services (Pty) Ltd to be received on or before 13:00 on Tuesday, 31 October 2017, or may be presented to a representative of Computershare Investor Services (Pty) Ltd at Sasol Place, 50 Katherine Street, Sandton, Johannesburg, South Africa before the commencement of the meeting. 3. 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. 4. 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. 5. 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. 6. 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. 7. 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. 8. 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. 9. Any alteration to this form must be initialled by the signatory(ies). 10. A holder may revoke the proxy appointment by: i. cancelling it in writing, or making a later inconsistent appointment of a proxy; and ii. delivering a copy of the revocation instrument to the proxy and to the company at Sasol Place, 50 Katherine Street, Sandton, Johannesburg, South Africa, 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 Sasol Place, 50 Katherine Street, Sandton, Johannesburg, South Africa at 13:00 on Tuesday, 31 October 2017 or any adjournment(s) thereof. 11. 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: iii. the date stated in the revocation instrument, if any; or iv. the date on which the revocation instrument was delivered as required in paragraph 10 (ii).

To be lodged with: Computershare Investor Services (Pty) Ltd PO Box 61051 Marshalltown 2107 Rosebank Towers 15 Biermann Avenue, Rosebank, 2196

Shareholder information helpline We have reserved 0800 000 222 as our information helpline. For assistance with annual general meeting queries and forms of proxy: Telephone:+27(0)11 370 5000 Telefax:+27(0)11 688 5238 email: [email protected]

36    Sasol Inzalo Groups Annual Financial Statements 2017

Contact information Shareholder helpline Assistance with AGM and Forms of Proxy queries Call centre: 0800 000 222 Telephone: +27 11 370 5000 Telefax: +27 11 688 5238 Email: [email protected] Computershare Investor Services (Pty) Ltd Rosebank Towers 15 Biermann Avenue Rosebank Johannesburg 2196 Republic of South Africa PO Box 61051 Marshalltown 2107 Republic of South Africa

Directors (Independent Non-executive) Mr KH Setzin (Chairman) Adv P Hassan Ms N Manyika Ms PN Mashinini

Company Secretary Sasol South Africa (Pty) Ltd

Sasol contacts Business address and registered office Sasol Place 50 Katherine Street Sandton Johannesburg 2090 Republic of South Africa

Postal and electronic addresses and telecommunication numbers PO Box 5486 Johannesburg 2000 Republic of South Africa Telephone: +27 10 344 5000 Telefax: +27 11 788 5092

Sasol Inzalo Groups Annual Financial Statements 2017    37

www.sasol.com