0001047469-15-007768.txt : 20151009 0001047469-15-007768.hdr.sgml : 20151009 20151009112543 ACCESSION NUMBER: 0001047469-15-007768 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 34 CONFORMED PERIOD OF REPORT: 20150630 FILED AS OF DATE: 20151009 DATE AS OF CHANGE: 20151009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SASOL LTD CENTRAL INDEX KEY: 0000314590 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: T3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-31615 FILM NUMBER: 151152293 BUSINESS ADDRESS: STREET 1: 1 STURDEE AVE STREET 2: ROSEBANK CITY: JOHANNESBURG STATE: T3 ZIP: 2196 BUSINESS PHONE: 01127114413111 MAIL ADDRESS: STREET 1: P O BOX 5486 CITY: JOHANNESBURG STATE: T3 ZIP: 99999 FORMER COMPANY: FORMER CONFORMED NAME: SASOL LTD/ADR/ DATE OF NAME CHANGE: 20000101 20-F 1 a2225938z20-f.htm 20-F

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TABLE OF CONTENTS
Item 18. FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on 9 October 2015


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 20-F

o   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

OR

ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934—for the year ended 30 June 2015

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

OR

o

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-31615

Sasol Limited
(Exact name of registrant as Specified in its Charter)

Republic of South Africa
(Jurisdiction of Incorporation or Organisation)

1 Sturdee Avenue, Rosebank 2196
South Africa

(Address of Principal Executive Offices)

Bongani Nqwababa, Chief Financial Officer, Tel. No. +27 11 441 3422, Email bongani.nqwababa@sasol.com
1 Sturdee Avenue, Rosebank 2196, South Africa

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)



Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class   Name of Each Exchange on Which Registered
American Depositary Shares
Ordinary Shares of no par value*
4,50% Notes due 2022 issued by Sasol Financing International Limited
  New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
*
Listed on the New York Stock Exchange not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.



Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



           Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

651 094 716 Sasol ordinary shares of no par value
25 547 081 Sasol preferred ordinary shares of no par value
2 838 565 Sasol BEE ordinary shares of no par value



           Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ý No o

           If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes o No ý

           Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No o

           Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232 405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes o No o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý    Accelerated filer o    Non-accelerated filer o

           Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o    International Financial Reporting Standards as issued by the International Accounting Standards Board ý    Other o

           If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o    Item 18 o

           If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No ý

   


Table of Contents


TABLE OF CONTENTS

 
   
   
   
  Page  
PART I     8  

 

 

ITEM 1.

 

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

 

8

 

 

 

ITEM 2.

 

OFFER STATISTICS AND EXPECTED TIMETABLE

 

 

9

 

 

 

ITEM 3.

 

KEY INFORMATION

 

 

10

 
        3.A   Selected financial data     10  
        3.B   Capitalisation and indebtedness     11  
        3.C   Reasons for the offer and use of proceeds     11  
        3.D   Risk factors     11  

 

 

ITEM 4.

 

INFORMATION ON THE COMPANY

 

 

29

 
        4.A   History and development of the company     29  
        4.B   Business overview     29  
        4.C   Organisational structure     75  
        4.D   Property, plants and equipment     76  

 

 

ITEM 4A.

 

UNRESOLVED STAFF COMMENTS

 

 

97

 

 

 

ITEM 5.

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

 

98

 
        5.A   Operating results     98  
        5.B   Liquidity and capital resources     136  
        5.C   Research and development, patents and licenses, etc.      144  
        5.D   Trend information     144  
        5.E   Off-balance sheet arrangements     145  
        5.F   Tabular disclosure of contractual obligations     146  

 

 

ITEM 6.

 

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

 

148

 
        6.A   Directors and senior management     148  
        6.B   Compensation     153  
        6.C   Board practices     157  
        6.D   Employees     158  
        6.E   Share ownership     159  

 

 

ITEM 7.

 

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

 

160

 
        7.A   Major shareholders     160  
        7.B   Related party transactions     160  
        7.C   Interests of experts and counsel     161  

 

 

ITEM 8.

 

FINANCIAL INFORMATION

 

 

162

 
        8.A   Consolidated statements and other financial information     162  
        8.B   Significant changes     162  

 

 

ITEM 9.

 

THE OFFER AND LISTING

 

 

163

 
        9.A   Offer and listing details     163  
        9.B   Plan of distribution     163  
        9.C   Markets     163  
        9.D   Selling shareholders     163  
        9.E   Dilution     163  
        9.F   Expenses of the issue     163  

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  Page  

 

 

ITEM 10.

 

ADDITIONAL INFORMATION

 

 

164

 
        10.A   Share capital     164  
        10.B   Memorandum and articles of association     164  
        10.C   Material contracts     172  
        10.D   Exchange controls     172  
        10.E   Taxation     174  
        10.F   Dividends and paying agents     180  
        10.G   Statement by experts     180  
        10.H   Documents on display     180  
        10.I   Subsidiary information     180  

 

 

ITEM 11.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

 

181

 

 

 

ITEM 12.

 

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

 

182

 

PART II

 

 

183

 

 

 

ITEM 13.

 

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

 

183

 

 

 

ITEM 14.

 

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

 

184

 

 

 

ITEM 15.

 

CONTROLS AND PROCEDURES

 

 

185

 

 

 

ITEM 16A.

 

AUDIT COMMITTEE FINANCIAL EXPERT

 

 

187

 

 

 

ITEM 16B.

 

CODE OF ETHICS

 

 

187

 

 

 

ITEM 16C.

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 

188

 

 

 

ITEM 16D.

 

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

 

189

 

 

 

ITEM 16E.

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

 

189

 

 

 

ITEM 16F.

 

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

 

 

190

 

 

 

ITEM 16G.

 

CORPORATE GOVERNANCE

 

 

190

 

 

 

ITEM 16H.

 

MINE SAFETY DISCLOSURE

 

 

190

 

PART III

 

 

191

 

 

 

ITEM 17.

 

FINANCIAL STATEMENTS

 

 

191

 

 

 

ITEM 18.

 

FINANCIAL STATEMENTS

 

 

192

 

 

 

ITEM 19.

 

EXHIBITS

 

 

H-1

 

GLOSSARY OF TERMS

 

 

H-3

 

LOCATION MAPS

 

 

M-1

 

2


Table of Contents


PRESENTATION OF INFORMATION

        We are incorporated in the Republic of South Africa as a public company under South African Company law. Our audited consolidated financial statements for the financial years ended 30 June, 2011, 2012, 2013, 2014 and 2015 included in our corporate filings in South Africa were prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

        As used in this Form 20-F:

    "rand" or "R" means the currency of the Republic of South Africa;

    "US dollars", "dollars", "US$" or "$" means the currency of the United States (US);

    "euro", "EUR" or "€" means the common currency of the member states of the European Monetary Union;

    "GBP" means British Pound Sterling, the currency of the United Kingdom (UK); and

    "CAD" means Canadian dollar, the currency of Canada.

        We present our financial information in rand, which is our reporting currency. Solely for your convenience, this Form 20-F contains translations of certain rand amounts into US dollars at specified rates as at and for the year ended 30 June 2015. These rand amounts do not represent actual US dollar amounts, nor could they necessarily have been converted into US dollars at the rates indicated.

        All references in this Form 20-F to "years" refer to the financial years ended on 30 June. Any reference to a calendar year is prefaced by the word "calendar".

        Besides applying barrels (b or bbl) and standard cubic feet (scf) for reporting oil and gas reserves and production, Sasol applies the Système International (SI) metric measures for all global operations. A ton, or tonne, denotes one metric ton equivalent to 1 000 kilograms (kg). Sasol's reference to metric tons should not be confused with an imperial ton equivalent to 2 240 pounds (or about 1 016 kg). Barrels per day, or bpd, or bbl/d, is used to refer to our oil and gas production.

        As used in this Form 20-F:

    "bscf"means billion standard cubic feet;

    "mbbl"means thousand barrels; and

    "mmbbl" means million barrels.

        In addition, in line with a South African convention under the auspices of the South African Bureau of Standards (SABS), the information presented herein is displayed using the decimal comma (e.g., 3,5) instead of the more familiar decimal point (e.g., 3.5) used in the UK, US and elsewhere. Similarly, a hard space is used to distinguish thousands in numeric figures (e.g., 2 500) instead of a comma (e.g., 2,500).

        All references to billions in this Form 20-F are to thousands of millions.

        All references to the "group", "us", "we", "our", "the company", or "Sasol" in this Form 20-F are to Sasol Limited, its group of subsidiaries and its interests in associates, joint arrangements and structured entities. All references in this Form 20-F are to Sasol Limited or the companies comprising the group, as the context may require. All references to "(Pty) Ltd" refers to Proprietary Limited, a form of corporation in South Africa which restricts the right of transfer of its shares and prohibits the public offering of its shares.

        All references in this Form 20-F to "South Africa" and "the government" are to the Republic of South Africa and its government. All references to the "JSE" are to the JSE Limited or Johannesburg

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Stock Exchange, the securities exchange of our primary listing. All references to "SARB" refer to the South African Reserve Bank. All references to "PPI" and "CPI" refer to the South African Producer Price Index and Consumer Price Index, respectively, which are measures of inflation in South Africa. All references to "GTL" and "CTL" refer to our gas-to-liquids and coal-to-liquids processes, respectively.

        Certain industry terms used in this Form 20-F are defined in the Glossary of Terms.

        Unless otherwise stated, presentation of financial information in this annual report on Form 20-F will be in terms of IFRS. Our discussion of business segment results follows the basis used by the President and Chief Executive Officer (the company's chief operating decision maker) for segmental financial decisions, resource allocation and performance assessment, which forms the accounting basis for segmental reporting, that is disclosed to the investing and reporting public.

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FORWARD-LOOKING STATEMENTS

        We may from time to time make written or oral forward-looking statements, including in this Form 20-F, in other filings with the United States Securities and Exchange Commission, in reports to shareholders and in other communications. These statements may relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future prospects, developments and business strategies. Examples of such forward-looking statements include, but are not limited to:

    statements regarding our future results of operations and financial condition and regarding future economic performance including cost containment and cash conservation programmes;

    statements regarding recent and proposed accounting pronouncements and their impact on our future results of operations and financial condition;

    statements of our business strategy, plans, objectives or goals, including those related to products or services;

    statements regarding future competition, volume growth and changes in market share in the industries and markets for our products;

    statements regarding our existing or anticipated investments (including the Lake Charles Chemicals Complex and the gas-to-liquids (GTL) projects in the United States and Uzbekistan, the GTL joint ventures in Qatar and Nigeria, chemical projects and joint arrangements in North America and other investments), acquisitions of new businesses or the disposal of existing businesses;

    statements regarding our estimated oil, gas and coal reserves;

    statements regarding the probable future outcome of litigation and regulatory proceedings and the future development in legal and regulatory matters including the legal framework we operate in;

    statements regarding future fluctuations in refining margins and crude oil, natural gas and petroleum product prices;

    statements regarding the demand, pricing and cyclicality of oil and petrochemical product prices;

    statements regarding changes in the manufacturers' fuel pricing mechanism in South Africa and their effects on fuel prices, our operating results and profitability;

    statements regarding future fluctuations in exchange and interest rates;

    statements regarding total shareholder return;

    statements regarding our plans to expand the South African retail and commercial markets for liquid fuels;

    statements regarding our current or future products and anticipated customer demand for these products;

    statements regarding acts of war, terrorism or other events that may adversely affect the group's operations or that of key stakeholders to the group; and

    statements of assumptions underlying such statements.

        Words such as "believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could", "may", "endeavour" and "project" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.

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        By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections and other forward- looking statements will not be achieved. If one or more of these risks materialise, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated in such forward-looking statements. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include among others, and without limitation:

    the outcomes in pending and developing regulatory matters and the effect of changes in regulation and government policy;

    the political, social and fiscal regime and economic conditions and developments in the world, especially in those countries in which we operate;

    the outcomes of legal proceedings;

    our ability to maintain key customer relations in important markets;

    our ability to improve results despite increased levels of competition;

    the continuation of substantial growth in significant developing markets;

    the ability to benefit from our capital investment programme;

    the accuracy of our assumptions in assessing the economic viability of our large capital projects;

    the capital cost of projects (including material, engineering and construction cost) and the timing of project milestones;

    our ability to obtain financing to meet the funding requirements of our capital investment programme, as well as to fund our on-going business activities and to pay dividends;

    growth in significant developing areas of our business;

    changes in the demand for and international prices of crude oil, gas, petroleum and chemical products and changes in foreign currency exchange rates;

    the ability to gain access to sufficient competitively priced gas, oil and coal reserves and other commodities;

    environmental legislation and the impact of environmental legislation and regulation on our operations and our access to natural resources;

    our success in continuing technological innovation;

    our ability to maintain sustainable earnings despite fluctuations in foreign currency exchange rates and interest rates;

    our ability to attract and retain sufficient skilled employees; and

    our success at managing the foregoing risks.

        The foregoing list of important factors is not exhaustive; when making investment decisions, you should carefully consider the foregoing factors and other uncertainties and events, and you should not place undue reliance on forward-looking statements. Forward-looking statements apply only as of the date on which they are made and we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. See "Item 3.D—Risk factors".

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ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

        We are a public company incorporated under the company law of South Africa. Most of our directors and officers reside outside the United States, principally in South Africa. You may not be able, therefore, to effect service of process within the United States upon those directors and officers with respect to matters arising under the federal securities laws of the United States.

        In addition, most of our assets and the assets of most of our directors and officers are located outside the United States. As a result, you may not be able to enforce against us or our directors and officers judgements obtained in United States courts predicated on the civil liability provisions of the federal securities laws of the United States.

        There are additional factors to be considered under South African law in respect of the enforceability, in South Africa (in original actions or in actions for enforcement of judgements of US courts) of liabilities predicated on the US federal securities laws. These additional factors include, but are not necessarily limited to:

    South African public policy considerations;

    South African legislation regulating the applicability and extent of damages and/or penalties that may be payable by a party;

    the applicable rules under the relevant South African legislation which regulate the recognition and enforcement of foreign judgments in South Africa; and

    the South African courts' inherent jurisdiction to intervene in any matter which such courts may determine warrants the courts' intervention (despite any agreement amongst the parties to (i) have any certificate or document being conclusive proof of any factor, or (ii) oust the courts' jurisdiction).

        Based on the foregoing, there is no certainty as to the enforceability in South Africa (in original actions or in actions for enforcement of judgments of US courts) of liabilities predicated on the US federal securities laws.

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PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

        Not applicable.

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ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

        Not applicable.

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ITEM 3.    KEY INFORMATION

3.A    Selected financial data

        The following information should be read in conjunction with "Item 5—Operating and Financial Review and Prospects" and the consolidated financial statements, the accompanying notes and other financial information included elsewhere in this annual report on Form 20-F.

        The financial data set forth below for the years ended as at 30 June 2015 and 2014 and for each of the years in the three-year period ended 30 June 2015 has been derived from our audited consolidated financial statements included in Item 18 of this annual report on Form 20-F.

        The financial data as at 30 June 2015 and 2014 and for each of the years in the three-year period ended 30 June 2015, should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements.

        Financial data as at 30 June 2013, 2012 and 2011, and for the years ended 30 June 2012 and 2011 have been derived from the group's previously published audited consolidated financial statements, which are not included in this document.

        The audited consolidated financial statements from which the selected consolidated financial data set forth below have been derived were prepared in accordance with IFRS.

 
  30 June
2015
  30 June
2014
  30 June
2013
  30 June
2012
  30 June
2011
 
 
  (Rand in millions)
(except per share information and weighted average shares in issue)

 

Income Statement data:

                               

Turnover

    185 266     202 683     169 891     159 114     142 436  

Operating profit after remeasurement items

    44 492     41 674     38 779     31 749     29 950  

Profit attributable to owners of Sasol Limited

    29 716     29 580     26 274     23 580     19 794  

Statement of Financial Position data:

   
 
   
 
   
 
   
 
   
 
 

Total assets

    323 599     280 264     246 165     197 583     177 445  

Total equity

    196 483     174 769     152 893     127 942     109 860  

Share capital

    29 228     29 084     28 711     27 984     27 659  

Per share information (Rand):

   
 
   
 
   
 
   
 
   
 
 

Basic earnings per share

    48,71     48,57     43,38     39,09     32,97  

Diluted earnings per share

    48,70     48,27     43,30     38,90     32,85  

Dividends per share(1)

    18,50     21,50     19,00     17,50     13,00  

Weighted average shares in issue (in millions):

   
 
   
 
   
 
   
 
   
 
 

Average shares outstanding—basic

    610,1     609,0     605,7     603,2     600,4  

Average shares outstanding—diluted

    610,2     620,8     606,8     606,1     614,5  

(1)
The total dividend includes the interim and final dividend. The final dividend was declared subsequent to the reporting date and is presented for information purposes only. No provision for this final dividend has been recognised.

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Exchange rate information

        The following table sets forth certain information with respect to the rand/US dollar exchange rate for the years shown:

Rand per US dollar for the year ended 30 June or the respective month
  Average(1)   High(2)   Low(2)  

2011

    7,01     7,75     6,57  

2012

    7,78     8,58     6,67  

2013

    8,85     10,21     8,08  

2014

    10,39     11,32     9,59  

2015

    11,45     12,58     10,51  

2016(3)

    13,22     14,07     12,25  

April 2015

    12,01     12,22     11,78  

May 2015

    11,97     12,16     11,79  

June 2015

    12,28     12,58     12,10  

July 2015(3)

    12,46     12,70     12,25  

August 2015(3)

    12,93     13,30     12,65  

September 2015(3)

    13,65     14,07     13,27  

October 2015 (up to 2 October 2015)(3)

    13,83     13,92     13,73  

(1)
The average exchange rates for each full year are calculated using the average exchange rate on the last day of each month during the period. The average exchange rate for each month is calculated using the average of the daily exchange rates during the period.

(2)
Based on the closing rate of Thomson Reuters for the applicable period.

(3)
The average exchange rates for the period 1 July 2015 to 2 October 2015 are calculated using the average exchange rate on the last day of each month and as at 2 October during the period. The average exchange rate for each month and as at 2 October 2015 is calculated using the average of the daily exchange rates during the period.

        On 2 October 2015, the closing exchange rate of rand per US dollar as reported by Thomson Reuters was R13,73/US$1.

3.B    Capitalisation and indebtedness

        Not applicable.

3.C    Reasons for the offer and use of proceeds

        Not applicable.

3.D    Risk factors

Fluctuations in refining margins and crude oil, natural gas and petroleum product prices may adversely affect our business, operating results, cash flows and financial condition

        Market prices for crude oil, natural gas and petroleum products fluctuate as they are subject to local and international supply and demand fundamentals and factors over which we have no control. Worldwide supply conditions and the price levels of crude oil may be significantly influenced by international cartels, which control the production of a significant proportion of the worldwide supply of crude oil, and by political developments, especially in the Middle East, North Africa and Nigeria.

        The price at which we can sell fuel in South Africa is regulated by the South African government, through a mechanism, known as the Basic Fuel Price (BFP). The BFP is a formula driven price that considers, amongst others, the international crude oil price, the rand/US dollar exchange rate and the

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refining margin typically earned by coastal refineries. As a result, our turnover will be impacted by factors that may be different than if fuel were sold at prices based only on market factors. Likewise, if the crude oil price decreases, the price at which we sell fuel could decrease even if there is greater demand in South Africa. The impact of using the BFP to establish prices could have a negative impact on our operating results. The price and availability of substitute fuels, changes in product inventory, product specifications and other factors will also impact our revenue. In recent years, prices for petroleum products have fluctuated widely.

        The group's profitability was adversely impacted by the 33% decline in oil prices. During 2015, the dated Brent crude oil price averaged US$73,46/b and fluctuated between a high of US$106,64/b and a low of US$48,18/b. This compares to an average dated Brent crude oil price of US$109,40/b during 2014, which fluctuated between a high of US$117,13/b and a low of US$103,19/b.

        A substantial proportion of our turnover is derived from sales of petroleum and petrochemical products. Through our equity participation in the National Petroleum Refiners of South Africa (Pty) Ltd (Natref) crude oil refinery, we are exposed to fluctuations in refinery margins resulting from differing fluctuations in international crude oil and petroleum product prices. We are also exposed to changes in absolute levels of international petroleum product prices through our synthetic fuels and oil operations. Fluctuations in crude oil prices affect our results mainly through their indirect effect on the BFP price formula, see "Item 4.B—Business overview—"Sasol Oil", as well as the impact on oil derived feedstock. Prices of petrochemical products and natural gas are also affected by fluctuations in crude oil prices.

        We use derivative instruments to partially protect us against day-to-day fluctuations in US dollar oil prices as well as in the rand to US dollar exchange rate which affects the acquisition cost of our crude oil needs. See "Item 11—Quantitative and qualitative disclosures about market risk". While the use of these instruments may provide some protection against short-term fluctuations in crude oil prices, it does not protect us against longer term fluctuations in crude oil prices or differing trends between crude oil and petroleum product prices.

        Prolonged periods of low crude oil and natural gas prices, or rising costs, could also result in projects being delayed or cancelled, as well as in the impairment of certain assets. In Canada, low gas prices have continued to persist resulting in a partial impairment of our shale gas assets in 2014 of R5,3 billion and a further impairment of R1,3 billion in 2015. We have also recognised a partial impairment in 2015 of R1,3 billion with respect to our Etame assets in Gabon, due to the decline in oil prices.

        We are unable to accurately forecast fluctuations in refining margins and crude oil, natural gas and petroleum products prices. Fluctuations in any of these may have a material adverse effect on our business, operating results, cash flows and financial condition.

Fluctuations in exchange rates may adversely affect our business, operating results, cash flows and financial condition

        The rand is the principal functional currency of our operations and we report our results in rand. However, a large part of our group's turnover is denominated in US dollars and some part in euro, derived either from exports from South Africa or from our manufacturing and distribution operations outside South Africa. Approximately 90% of our turnover is impacted by the US dollar as petroleum prices in general and the price of most petroleum and chemical products are based on global commodity and benchmark prices which are quoted in US dollars.

        Further, as explained above, the rand/US dollar exchange rate is a component of the BFP, which impacts the price at which we can sell fuel in South Africa.

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        A significant part of our capital expenditure is also US dollar-denominated, as it is directed to investments outside South Africa or constitutes materials, engineering and construction costs imported into South Africa. The majority of our operating costs are either rand based for South African operations, US dollar based for our operations in the United States or euro based for European operations. Accordingly, fluctuations in exchange rates between the rand and US dollar and/or euro may have a material effect on our business, operating results, cash flows and financial condition.

        Fluctuations in the exchange rates of the rand against the US dollar and euro as well as other currencies also impact the comparability of our financial statements between periods due to the effects of translating the functional currency of our foreign subsidiaries into rand at different exchange rates. Accordingly, some of the changes in the reported operating results are attributable to fluctuations in exchange rates and do not necessarily reflect the underlying operating results. During 2015, the rand/US dollar exchange rate averaged R11,45 and fluctuated between a high of R12,58 and a low of R10,51. This compares to an average exchange rate of R10,39 during 2014 which fluctuated between a high of R11,32 and a low of R9,59. The rand exchange rate is affected by various international and South African economic and political factors. Subsequent to 30 June 2015, the rand has on average weakened against the US dollar and the euro. In general, a weakening of the rand would have a positive effect on our operating results. Conversely strengthening of the rand would have an adverse effect on our operating results. Refer to "Item 5A—Operating results" for further information regarding the effect of exchange rate fluctuations on our results of operations.

        Although the exchange rate of the rand is primarily market-determined, its value at any time may not be an accurate reflection of its underlying value, due to the potential effect of, among other factors, exchange controls. For more information regarding exchange controls in South Africa see "Item 10.D—Exchange controls".

        We use derivative instruments to partially protect us against adverse movements in exchange rates in accordance with our group hedging policies. See "Item 11—Quantitative and qualitative disclosures about market risk".

Cyclicality in petrochemical product prices and demand may adversely affect our business, operating results, cash flows and financial condition

        The demand for chemicals and especially products such as solvents, olefins, surfactants, fertilisers and polymers is cyclical. Typically, higher demand during peaks in the industry business cycles leads producers to increase their production capacity. Although peaks in the business cycle have been characterised by increased selling prices and higher operating margins in the past, such peaks have led to overcapacity with supply exceeding demand growth. Low periods during the industry business cycle are characterised by a decrease in selling prices and excess capacity, which can depress operating margins. Lower prices for chemical products during downturns in the industry business cycle may have a material adverse effect on our business, operating results, cash flows and financial condition.

        We are unable to accurately forecast fluctuations in petroleum product prices, which may have a material adverse effect on our business, operating results, cash flows and financial condition.

We may not be able to exploit technological advances quickly and successfully or competitors may develop superior technologies

        Most of our operations, including the gasification of coal and the manufacture of synfuels and petrochemical products, are highly dependent on the use of advanced technologies. The development, commercialisation and integration of the appropriate advanced technologies can affect, among other things, the competitiveness of our products, the continuity of our operations, our feedstock requirements and the capacity and efficiency of our production.

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        It is possible that new technologies or novel processes may emerge and that existing technologies may be further developed in the fields in which we operate. Unexpected advances in employed technologies or the development of novel processes can affect our operations and product ranges in that they could render the technologies we utilise or the products we produce obsolete or less competitive in the future. Difficulties in accessing new technologies may impede us from implementing them and competitive pressures may force us to implement these new technologies at a substantial cost.

        Examples of new technologies which may in the future affect our business include the following:

    The development and commercialisation of non-hydrocarbon-dependent energy carrier technologies, including the further development of fuel cells and batteries, or the large-scale broadening of the application of electricity to drive motor vehicles. These may be disruptive to the use of hydrocarbon and refined crude oil-derived fuels;

    The development of improved fuels (and associated automotive technologies) from a crude oil base with equivalent properties to that of Fischer-Tropsch derived fuels, which may erode the competitive advantage of Fischer-Tropsch fuels;

    The development of efficient distribution and gas storage systems that allow light hydrocarbons to be competitively used for mobility and transportation, effectively displacing diesel; and

    The development by competitors of next generation catalysts in which catalyst performance is improved, resulting in highly selective and high purity chemical products, which may render the use of our mixed feed stream catalytic-based production processes uncompetitive.

        We cannot predict the effect of these or other technological changes or the development of new processes on our business or on our ability to provide competitive products. Our ability to compete will depend on our timely and cost-effective implementation of new technological advances. It will also depend on our success in commercialising these advances irrespective of competition we face.

        In addition to the technological challenges, a number of our expansion projects are integrated across a number of Sasol businesses. Delays with the development of an integrated project might, accordingly, have an impact on more than one Sasol business.

        If we are unable to implement new technologies in a timely or cost-efficient manner, or penetrate new markets in a timely manner in response to changing market conditions or customer requirements, we could experience a material adverse effect on our business, operating results, cash flows and financial condition.

Our large capital projects may not prove sufficiently viable or as profitable as planned and may be affected by delays or cost overruns

        We have constructed gas-to-liquids (GTL) plants in Qatar and Nigeria as well as the first phase of the Fischer-Tropsch Wax Expansion Project (FTWEP) in Sasolburg. During the 2015 financial year, we made the final investment decision on the Lake Charles Chemical Project (LCCP) (an ethane cracker and chemical derivatives plant) and started detailed engineering and infrastructure work. In Mozambique, we submitted a field development plan (FDP) for the Production Sharing Agreement (PSA) licence area to the regulatory authorities. The PSA FDP proposes an integrated oil, Liquefied Petroleum Gas (LPG) and gas project adjacent to the Petroleum Production Agreement (PPA) area. A further update on the investment strategy and monetisation plan will be provided once approval has been received from the relevant authorities in Mozambique. The development of these projects is a capital-intensive process carried out over long durations and requires us to commit significant capital expenditure and devote considerable management resources in utilising our existing experience and know-how.

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        In assessing the viability of our projects, we make a number of assumptions relating to specific variables, mainly including, but not limited to:

    relative and absolute prices of crude oil, gas, petroleum and chemical products;

    fluctuations in the exchange rate of the US dollar and other currencies against the rand;

    fluctuations in interest rates;

    access to sufficient competitively priced gas reserves;

    sales opportunities and risks in the relevant countries;

    government incentives in the countries in which we invest;

    capital and operational costs of our facilities;

    technology and catalyst performance; and

    conditions in the countries in which we operate or plan to operate, including factors relating to political, social and economic conditions.

        Such projects are subject to risks of delay and cost overruns inherent in any large construction project, including costs or delays resulting from the following:

    scarcity of skilled labour and other personnel necessary to perform the work;

    unexpected delays in delivery times, shortages or unforeseen increases in the cost of equipment, labour and raw materials;

    unforeseen design and engineering problems, including those relating to the commissioning of newly designed equipment;

    work stoppages and labour disputes;

    delays in, or inability to obtain, access to financing;

    failure or delay of third-party service providers and disputes with suppliers;

    changes to regulations affecting the facilities, such as environmental regulations and construction standards;

    adverse weather conditions; and

    defective construction and the resultant need for remedial work.

        Significant variations in any one or more of the above factors or any other relevant factor, may adversely affect the profitability or even the viability of our investments. In view of the resources invested in these projects and their importance to our growth strategy, problems we may experience as a result of these factors may have a material adverse effect on our business, operating results, cash flows, financial condition and opportunities for future growth.

Exposure related to investments in associates, joint ventures and joint operations may adversely affect our business, operating results, cash flows and financial condition

        We have invested in a number of associates, joint ventures and joint operations as part of our strategy to expand operations globally. We are considering opportunities for further upstream oil and gas and downstream GTL investments, as well as opportunities in chemicals, to continue our local and global expansion. The development of these projects may require investments in associates, joint ventures and joint operations, most of which are aimed at facilitating entry into countries and/or sharing risk with third parties. Although the risks are shared, the objectives of associates, joint venture

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and joint operation partners, their ability to meet their financial and/or contractual obligations, their behaviour, their compliance with legal and ethical standards, as well as the increasing complexity of country specific legislation and regulations may adversely affect our reputation and/or result in disputes and/or litigation, all of which may have a material adverse effect on our business, operating results, cash flows and financial condition, and may constrain the achievement of our growth objectives.

We may not achieve projected benefits of acquisitions or divestments

        We may pursue strategic acquisitions or divestments. With any such transaction there is the risk that any benefits or synergies identified at the time of acquisition may not be achieved as a result of changing or invalid assumptions or materially different market conditions, or other factors. Furthermore, we could be found liable, regardless of extensive due diligence reviews, for past acts or omissions of the acquired business without any adequate right of redress.

        In addition, delays in the sale of assets, or reductions in value realisable, may arise due to changing market conditions. Failure to achieve expected values from the sale of assets, or delays in expected receipt or delivery of funds may result in higher debt levels, underperformance of those businesses and possible loss of key personnel.

We may face constraints in obtaining the expected level of financing to pursue new business opportunities or support existing projects

        In December 2014, in response to the low oil price environment, we started to formulate a comprehensive Response Plan to conserve cash. We set ourselves a cash conservation target range of R30 billion to R50 billion over 30 months from 31 December 2014. One of the levers of the Response Plan is to conserve cash of between R13 billion to R22 billion through capital portfolio phasing and reductions. We revised our forecasted capital expenditure for the 2015 financial year from R50 billion to R45 billion. Actual capital expenditure (cash flow) during the year amounted to R45,1 billion. As a result of the weakening rand against the US dollar, we updated our capital expenditure forecast for 2016 to R70 billion and to R65 billion for 2017.

        Our capital expenditure plans and requirements are subject to a number of risks, contingencies and other factors, some of which are beyond our control, and therefore the actual future capital expenditure and investments may differ significantly from the current planned amounts.

        Our operating cash flow and banking facilities may be insufficient to meet all of these expenditures, depending on the timing and cost of development of these and other projects, as well as our operating performance and the utilisation of our banking facilities. Refer to "Item 18—Financial Statements—note 18" for a breakdown of our banking facilities and the utilisation thereof. As a result, new sources of capital may be needed to meet the funding requirements of these projects, to fund ongoing business activities and to pay dividends. In addition, should we decide to proceed with any further projects in the United States, we will need to obtain external financing to fund such projects. To date, we have secured 80% of the funding required for the construction of the LCCP. Our ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, our credit rating, our gearing and other debt metrics, the condition of the financial markets, future prices for the products we sell, the prospects for our industry, our operational performance and operating cash flow and debt position, among other factors.

        Our credit rating may be affected by our ability to maintain our outstanding debt and financial ratios at levels acceptable to the credit ratings agencies, our business prospects, the sovereign credit rating of the Republic of South Africa and other factors, some of which are outside our control. Historically, our credit rating has been affected by movements in the sovereign credit rating of the Republic of South Africa and any future adverse rating actions or downgrade of the South African sovereign credit rating may have an adverse effect on our credit rating, which could negatively impact

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our ability to borrow money and could increase the cost of debt finance. The sovereign credit rating of the Republic of South Africa was downgraded by Standard & Poor's Ratings Services (S&P) in 2014 from BBB to BBB–. The outlook is currently stable. The Moody's Investors Service (Moody's) rating of the Republic of South Africa is Baa2, with a stable outlook. Sasol's credit rating was not impacted by the recent change in the sovereign credit rating of the Republic of South Africa.

        In the event of unanticipated operating or financial challenges, any dislocation in financial markets, any further downgrade of our ratings by ratings agencies or new funding limitations, our ability to pursue new business opportunities, invest in existing and new projects, fund our ongoing business activities and retire or service outstanding debt and pay dividends, could be constrained, any of which could have a material adverse effect on our business, operating results, cash flows and financial condition.

There are country-specific risks relating to the countries in which we operate that could adversely affect our business, operating results, cash flows and financial condition

        Several of our subsidiaries, joint ventures and associates operate in countries and regions that are subject to significantly differing political, social, economic and market conditions. See "Item 4.B—Business Overview" for a description of the extent of our activities in the main countries and regions in which we operate. Although we are a South African-domiciled company and the majority of our operations are located in South Africa, we also have significant energy businesses in other African countries, chemical businesses in Europe, the United States, the Middle East and Asia, a joint venture in a GTL facility in Qatar, joint arrangements in the United States, Canada and Uzbekistan and an economic interest in a GTL project in Nigeria.

        Particular aspects of country-specific risks that may have a material adverse impact on our business, operating results, cash flows and financial condition include:

(a)   Political, social and economic issues

        We have invested, or are in the process of investing in, significant operations in African, European, North American, Asian and Middle Eastern countries that have in the past, to a greater or lesser extent, experienced political, social and economic uncertainty. Government policies, laws and regulations in countries in which we operate, or plan to operate, may change in the future. The impact of such changes on our ability to deliver on planned projects cannot be ascertained with any degree of certainty and such changes may therefore have an adverse effect on our operations and financial results.

(b)   Fluctuations in inflation and interest rates

        Macroeconomic factors, such as higher inflation and interest rates, could adversely impact our ability to contain costs and/or ensure cost-effective debt financing in countries in which we operate.

        Our sustainability and competitiveness is influenced by our ability to optimise our operating cost base. As we are unable to control the market price at which the products we produce are sold, it is possible that if inflation in countries in which we operate should begin to increase, it may result in significantly higher future operational costs.

        In South Africa, consumer price inflation decreased to 5,1% in 2015 from 6,1% in 2014. Following the decline in the oil price, domestic consumer price inflation trended lower into the early part of the 2015 calendar year. However, upside risks to the inflation outlook prompted the South African Reserve Bank (SARB), to increase the policy interest rate by 25 basis points in July 2015.

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        The rand/US dollar exchange rate remains one of the factors having a significant impact on inflation, and, accordingly the weakening of the rand over the past few years poses a risk to the inflation outlook.

        It is expected that rand weakness and rising inflation could see the SARB lifting interest rates further in the coming months. Producers' pricing power appears relatively limited in a weak economic growth environment, but it is unclear how long producers will still be able to absorb cost increases.

(c)   Transportation, water, electricity and other infrastructure

        The infrastructure in some countries in which we operate, such as rail infrastructure, electricity and water supply may need to be further upgraded and expanded, and in certain instances, possibly at our own cost. Water, as a resource, is becoming increasingly limited as world demand for water increases. In South Africa, the risk that water may become significantly limited is exacerbated by the fact that it is one of the drier countries in the world. Water use by our operations varies widely depending largely on feedstock and technology choice. While a GTL plant is typically a net producer of water, a CTL plant has a significant water requirement, driven by the need to produce hydrogen and additional cooling requirements. Although various technological advances may improve the water efficiency of our processes, we may experience limited water availability and other infrastructural challenges, which could have a material adverse effect on our business, operating results, cash flows, financial condition and future growth.

        In South Africa, the supply of electricity will remain extremely tight into 2019 and 2020, until substantial new generation capacity is commissioned. Sasol has an installed generation capacity of approximately 70% of its total South African power supply needs internally, and hence has a limited exposure. Although Eskom has implemented a number of short- and long-term mitigation plans, we could experience power supply interruptions which could have material adverse effects on our business, operating results, cash flows, financial condition and future growth.

(d)   Disruptive industrial action

        The majority of our employees worldwide belong to trade unions. These employees comprise mainly general workers, artisans and technical operators. The South African labour market remains volatile and characterised by major industrial action in key sectors of the economy.

        Wage negotiations impacting the South African operations of the Sasol Group within the Petroleum and Industrial Chemicals sectors have been concluded. Although we have constructive relations with our employees and their unions, we cannot assure you that significant labour disruptions will not occur in the future or that our labour costs will not increase significantly in the future.

(e)   Exchange control regulations

        South African law provides for exchange control regulations which apply to transactions involving South African residents, including both natural persons and legal entities. These regulations may restrict the export of capital from South Africa, including foreign investments. The regulations may also affect our ability to borrow funds from non-South African sources for use in South Africa, including the repayment of these borrowings from South Africa and, in some cases, our ability to guarantee the obligations of our subsidiaries with regard to these funds. These restrictions may affect the manner in which we finance our transactions outside South Africa and the geographic distribution of our debt. See "Item 10.D—Exchange controls" and "Item 5.B—Liquidity and capital resources".

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(f)   Localisation issues

        In some countries, our operations are required to comply with local procurement, employment equity, equity participation, corporate social responsibility and other regulations which are designed to address country-specific social and economic transformation and localisation issues.

        In South Africa, there are various transformation initiatives with which we are required to comply. We embrace, engender and participate in initiatives to bring about meaningful transformation in South Africa. We consider these initiatives to be a strategic imperative and we acknowledge the risk of not pursuing them.

        The President of the Republic of South Africa originally gazetted the revised Codes of Good Practice for broad-based black economic empowerment (B-BBEE) the "Revised Codes" on 11 October 2013, with a transition period until 30 April 2015.

        The Revised Codes became effective on 1 May 2015. These codes provide a standard framework for the measurement of B-BBEE across all sectors of the economy, other than sectors that have their own sectorial transformation charters (e.g. the mining industry). The B-BBEE Amendment Act was assented on 27 January 2014.

        The Revised Codes provide more stringent targets which will have an impact on Sasol's current B-BBEE contributor status. The more stringent targets comprise both increased pillar-specific targets (For example, in preferential procurement the target for black ownership of suppliers increased from 25% to 51%) and the generic scorecard requiring more points to be obtained in order to qualify for a given level. (For example, under the previous codes, a Level 4 B-BBEE status was achieved by scoring at least 65 points, whereas under the Revised Codes, the threshold has been increased to 80). In 2015, we reported a level 4 B-BBEE contributor status. However like many other companies, we expect this to decline. We have embarked on a project to assess our B-BBEE strategies.

        We believe that the long-term benefits to the company and our country should outweigh any possible short-term adverse effects, but we cannot assure you that future implications of compliance with these requirements or with any newly imposed conditions will not have a material adverse effect on our shareholders or business, operating results, cash flows and financial condition. See "Item 4.B—Empowerment of historically disadvantaged South Africans".

(g)   Ownership rights

        We operate in several countries where ownership of rights in respect of land and resources is uncertain and where disputes in relation to ownership or other community matters may arise. These disputes are not always predictable and may cause disruption to our operations or development plans.

(h)   Stakeholder relationships

        Our operations can also have an impact on local communities, including the need, from time to time, to relocate or resettle communities or relocate infrastructure networks such as railways and utility services. Failure to manage relationships with local communities, governments and non-governmental organisations may harm our reputation as well as our ability to bring development projects into production. In addition, the costs and management time required to comply with standards of social responsibility, community relations and sustainability, including costs related to the resettlement of communities or relocation of infrastructure, have increased substantially and are expected to further increase over time.

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(i)   Other specific country risks that are applicable to countries in which we operate and which may have a material adverse effect on our business include:

    acts of warfare and civil clashes;

    government interventions, including protectionism and subsidies;

    regulatory, taxation and legal structure changes;

    the control of oil and gas field developments and transportation infrastructure;

    failure to receive new permits and consents;

    cancellation of contractual rights;

    expropriation of assets;

    lack of capacity to deal with emergency response situations;

    the introduction of selective environmental and carbon taxes;

    social and labour unrest due to economic and political factors in host countries;

    terrorism, xenophobia and kidnapping threats; and

    possible demands to participate in unethical or corrupt conduct that lead us to forgo certain opportunities.

        Some of the countries where we have already made, or other countries where we may consider making investments, are in various stages of developing institutions and legal and regulatory systems that are characteristic of democracies. However, institutions in these countries may not yet be as firmly established as they are in democracies in South Africa, North America and some European countries. Some of these countries are also transitioning to a market economy and, as a result, are experiencing changes in their economies and their government policies that could affect our investments in these countries.

        Moreover, the procedural safeguards of the new legal and regulatory regimes in these countries are still being developed and, therefore, existing laws and regulations may be applied inconsistently. In some circumstances, it may not be possible to obtain the legal remedies provided under those laws and regulations in a timely manner.

        As the political, economic and legal environments remain subject to continuous development, investors in these countries face uncertainty as to the security of their investments. Any unexpected changes in the political or economic conditions in the countries in which we operate (including neighbouring countries) may have a material adverse effect on the investments that we have made or may make in the future, which may in turn have a material adverse effect on our business, operating results, cash flows and financial condition.

Electricity supply interruptions and increases in electricity costs in South Africa could adversely affect our business, operating results, cash flows, financial condition and future growth

        With the recent commissioning of additional power generation equipment, Sasol has an installed generation capacity of approximately 70% of its total South African power supply needs internally. However, our South African operations remain dependent on power generated by the state-owned utility, Eskom, for their remaining power supply requirements. Currently the electricity supply system in South Africa is critically constrained due to several factors, such as significant delays with new power station build projects, insufficient maintenance opportunities on the ageing power station fleet and an increasing trend of unplanned outages forcing the country into regular load shedding or load curtailment in the residential, commercial and industrial sectors. It is expected that the current tight

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supply situation will remain until the anticipated commissioning of substantial new generation during 2019 and 2020. Although Eskom has implemented a number of short- and long-term mitigation plans, we could experience power supply interruptions which could have material adverse effects on our business, operating results, cash flows, financial condition and future growth.

        South African industrial electricity tariffs increased by 12,69% on 1 April 2015, and may increase further, pending the outcome of a public consultation process announced by the National Energy Regulator of South Africa (NERSA). Eskom applied for a selective re-opener of the current Multi-Year Price Determination (MYPD), which was rejected by NERSA. Although Eskom has not made any official announcement on its course of action, it is our understanding that they will submit a full application to NERSA for the next MYPD period. A sharp increase in electricity costs may have material adverse effects on our business, operating results, cash flows, financial condition and future growth.

We may not be in compliance with laws or regulations in the countries in which we operate

        Ethical misconduct and non-compliance with applicable laws could have a material adverse impact on our reputation, operations and authorisation to operate. Petrochemical companies need to be particularly vigilant with regard to the risk of bribery, especially when the scale of investments and the corruption perception of the countries where operations take place are considered. We, like other international petrochemical companies, have a geographically diverse portfolio and conduct operations in countries, some of which have a perceived high prevalence of corruption.

        The industry in which we operate is highly regulated and requires compliance with a myriad of laws and regulations, governing matters such as minerals and mining, trading in petroleum products and gas, as well as, safety, health and environment and competition and anti-corruption laws in our South African and global operations. Non-compliance can impact business performance adversely. Although systems and processes are in place, monitored and improved upon, to ensure compliance with applicable laws and regulations, we cannot assure you that we will be in compliance with all laws and regulations at all times. For example, non-compliance with environmental, health or safety laws may occur, among other ways, from systems or human errors in monitoring our emissions of hazardous or toxic substances into the environment, such as our use of incorrect methodologies or defective or inappropriate measuring equipment, errors in manually capturing results, or other mistaken or unauthorised acts of our employees. Any failure to comply with applicable laws and regulations could result in regulatory enforcement against us, third party claims against us for loss or injury, the imposition of civil or criminal fines or penalties, loss of our relevant licenses, the requirement for us to implement costly corrective actions, or other liabilities, any of which could have a material adverse effect on our business, operating results, cash flows and financial condition.

New South African mining legislation may have an adverse effect on our mineral rights

        Since the enactment of the Mineral and Petroleum Resources Development Act, 28 of 2002 (MPRDA), in May 2004, our subsidiary, Sasol Mining (Pty) Ltd, has been successful in converting its prospecting permits and mining authorisations to new order prospecting and mining rights in terms of the MPRDA. The mining rights in respect of the Secunda as well as the Mooikraal operations at Sasolburg are valid for 30 years (expiring during March 2040), which is the maximum allowable period under the MPRDA. In addition to the initial validity period, our converted mining rights may, on application, be renewed for further periods not exceeding 30 years each.

        If a holder of a prospecting right or mining right conducts prospecting or mining operations in contravention of the MPRDA, including the Mining Charter and Social and Labour Plans, the converted mining rights can be suspended or cancelled by the Minister of Mineral Resources. The entity, upon receiving a notice of breach from the Minister has a specific period of time to remedy such

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breach. The MPRDA and applicable provisions in the National Environmental Management Act and National Water Act impose additional responsibilities with respect to environmental management as well as the prevention of environmental pollution, degradation or damage from mining and/or prospecting activities.

        The MPRDA Amendment Bill, 2013, after initial approval by the National Assembly, was referred back to the National Assembly for reconsideration. The referral was due to concerns of the President that the Bill would not stand constitutional muster.

        Disagreement exists between the Department of Mineral Resources (DMR) and the mining industry regarding the interpretation of the ownership element of the Mining Charter. The disagreement centers around the so-called "once empowered always empowered" principle. The Minister of Mineral Resources and the mining industry agreed to obtain a declaratory order on this principle. Subsequently the Chamber of Mines lodged an application with the High Court to obtain the declaratory order. It is expected that the process can take at least 12 months before clarification is obtained. Considering Sasol Mining's Black Economic Empowerment (BEE) ownership status it is possible that the outcome of this application could have an adverse effect on Sasol Mining. The DMR is currently reviewing the Mining Charter. It is uncertain what impact the revision of the Mining Charter will have on the mining industry.

        The proposed changes to the MPRDA, the regulations to be promulgated in terms thereof and the amendments of the Mining Charter, and mining and petroleum rights in the future may have a material adverse effect on our business, operating results, cash flows and financial condition. See "Item 4.B—Business overview—Regulation of mining activities in South Africa".

New legislation in South Africa on petroleum and energy activities may have an adverse impact on our business, operating results, cash flows and financial condition

        The Petroleum Products Amendment Act (the Petroleum Act) requires persons involved in the manufacturing, wholesale and retail sale of petroleum products to obtain relevant licences for such activities. Sasol Oil, Natref and Secunda Synfuels submitted applications for their respective operations. The Sasol Oil and Secunda Synfuels wholesale and manufacturing licence applications have been approved and issued. The Natref manufacturing licence application is still under review by the Department of Energy. Nevertheless, these facilities continue to operate as being persons who, as of the effective date of the Petroleum Act, are deemed to be holders of a licence until their applications have been finalised. Until these applications have been finalised, we cannot provide assurance that the conditions of the licences may not have a material adverse impact on our business, operating results, cash flows and financial condition. See "Item 4.B—Business overview—Regulation of petroleum-related activities in South Africa".

        The South African fuel industry, inter alia through the South African Petroleum Industry Association, is involved in discussions with the South African government regarding a postponement of the 1 July 2017 introduction date of new cleaner fuels standards, (Clean Fuels 2), which are aligned to EURO V emission standards enabling fuel specifications, to reduce the environmental impact caused by vehicle emissions. These discussions are at an advanced stage, but a new target date has yet to be announced by the government. The introduction of the new specifications and standards will require capital investment in our manufacturing facilities. We cannot assure you that these new specifications will not have a material adverse effect on our business, operating results, cash flow and financial condition.

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        The 10 year regulatory dispensation negotiated with the South African government with respect to the supply of Mozambican natural gas to the South African market expired in March 2014. In accordance with the regulatory framework relating to gas prices and tariffs, NERSA has, on 25 March 2014, approved transmission tariffs and maximum gas prices which apply to our gas business in South Africa, after the expiry of the regulatory dispensation. Seven of Sasol Gas' largest customers initiated a judicial review of the NERSA decisions relating to its maximum price and tariff methodologies and NERSA's decision on Sasol Gas's maximum price application. The review application proceedings have been completed and Sasol is awaiting the judgement. We cannot assure you that the provisions of the Gas Act and the implementation of a new gas price and tariff methodology pursuant to the NERSA approvals, and the outcome of the review application, will not have a material adverse impact on our business, operating results, cash flows and financial condition. See "Item 4.B—Business overview—Regulation of gas related activities in South Africa".

Changes in safety, health and environmental regulations and legislation and public opinion may adversely affect our business, operating results, cash flows and financial condition

        We are subject to a wide range of general and industry-specific environmental, health and safety and other legislation in jurisdictions in which we operate. See "Item 4.B—Business overview—Regions in which Sasol operates and their applicable legislation".

        One of the most material challenges facing Sasol relates to our ability to anticipate and respond to the changing regulatory and policy context, particularly relating to environmental legislation in South Africa. Evolving legislation relating to air quality, climate change and waste management introduce profound regulatory challenges to our existing plants in South Africa. These laws and regulations and their enforcement are likely to become more stringent over time. Compliance with these requirements is a significant factor in our business, and we incur, and expect to continue to incur, significant capital and operating expenditures in order to continue to comply with these requirements.

        The promulgation of the South African National Environmental Management: Air Quality Act in 2004, followed by the publication of minimum emission standards for point sources in April 2010, introduced a fundamental new approach to air quality management. Accordingly, our existing plants have to meet more stringent point source standards up to 2020 as governed in terms of our atmospheric emission licences. From 2020 onwards, our plants have to comply with emission standards applicable to newly commissioned plants. These requirements, which may require retrofitting of some of our existing plants, pose significant compliance challenges for our existing plants from a technical and financial feasibility point of view.

        To mitigate these compliance risks in the short and long term, Sasol will be reliant on mechanisms available in law and associated decisions thereon by the relevant environmental authorities in instances where technical solutions have not yet been identified to timely achieve the prescribed emission limits. We are likely to submit applications for postponements, to obtain extensions on the requisite compliance time frames. Sasol remains concerned about the limitations of the postponement mechanism to provide longer-term certainty in the face of these significant compliance challenges. We may also rely on other available mechanisms, such as, implementation of air quality offsets, to address our longer term compliance challenges. However, these may not be granted or formally recognised as part of our licensing dispensations. In this regard, Sasol continues to investigate solutions that may enable us to comply over the longer term, and to conduct collaborative and constructive engagements with the Department of Environmental Affairs and other stakeholders to further highlight and resolve these challenges.

        Ongoing changes to waste management legislation in South Africa are compelling our South African operations, in collaboration with service providers, to find alternative solutions to waste management and disposal. The changing regulatory landscape introduces increasingly stringent waste

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disposal restrictions, to be phased in from August 2016. The potential costs associated with meeting these requirements are being quantified. We will be dependent on clarifying the interpretation and applicability of specific requirements to our waste streams with the regulatory authorities for purposes of determining whether there would be compliance challenges associated with technical and feasibility constraints. Sasol may have to rely on mechanisms in law, such as exemption applications, to address its potential waste management compliance challenges, the outcome of which cannot be guaranteed.

        Public opinion is growing more sensitive to community and consumer health and safety associated with the manufacturing and use of chemicals. Our manufacturing processes may utilise and result in the emission of or exposure to substances with potential health risks. We also manufacture products which may pose health risks. Although we apply a duty of care principle and implement measures to eliminate or mitigate associated potential risks, including the Chemical and Allied Industries' Association Responsible Care® programme, we may be subject to liabilities as a result of the use or exposure to these materials or emissions.

        Consequently, markets may apply pressure on us concerning certain of our products, manufacturing processes, transport and distribution arrangements. As a result of these additional pressures, the associated costs of compliance and other factors, we may be required to withdraw certain products from the market, which could have a material adverse effect on our business, operating results, cash flows and financial condition.

Regulation of greenhouse gas emissions could increase our operational cost and reduce demand for our products

        Climate change poses a significant risk for our business, both in meeting anticipated legislative requirements and in adapting to its potential physical impacts. Identifying the appropriate responses that balance the needs for economic development, job creation, energy security and emissions reductions represent a profound challenge for Sasol's South African operations in particular.

        Sasol's highly energy intensive-operations exist largely in South Africa in the midst of rapidly evolving national legislation on greenhouse gas emissions. In the National Climate Change Policy (NCCP), South Africa reiterated its intent to, subject to certain conditions, implement nationally appropriate mitigation actions to enable a 34% deviation below "business as usual" emissions growth trajectory by 2020, and 42% by 2025. The NCCP indicates the implementation of a carbon budget process which is now being cascaded to company level, and potentially suggests significant changes to the South African regulatory landscape as of 2021. The first phase of five years for the carbon budget process is a pilot phase where no sanctions will apply. Uncertainty remains as to the next phase, the details of which will be developed during the first phase on how this target as well as the carbon budget and its link to the potential carbon tax will influence Sasol's business. A high risk also remains that National Treasury in South Africa will still pursue a stand-alone carbon tax. The potential double compliance burden may pose additional financial implications for Sasol's business.

        A reduction of greenhouse gas emissions could be achieved through market-based regulatory programmes, technology or performance-based standards or a combination of them. Current measures in South Africa have already resulted in increased compliance costs for power suppliers that are passed on to consumers in the form of levies for electricity generated from fossil fuels. These types of levies have increased substantially over time and are likely to increase further due to the electricity supply constraint experienced in South Africa in particular.

        Our international operations are less carbon intensive and have been operating in a more mature greenhouse gas regulatory regime for a period of time already. However, continued political attention to issues concerning climate change, and potential mitigation through regulation, could have a material impact on our operations and financial results. Key international negotiations are likely to be concluded by the end of calendar year 2015, where governments plan to adopt a new protocol applicable to both

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developed and developing countries, with the potential impact of stricter standards that would apply to our operations.

        The development of these and other greenhouse gas emissions-related laws, global treaties, policies and regulations may result in substantial capital, compliance, operating and maintenance costs. The level of expenditure required to comply with any laws and regulations is uncertain and will depend on a number of factors including, among others, the sectors covered, the greenhouse gas emissions reductions required by law, the extent to which we would be entitled to receive any emission allowance allocations or would need to purchase compliance instruments on the open market or through auctions, the price and availability of emission allowances and credits, and the impact of legislation or other regulation on our ability to recover the costs incurred through the pricing of our products. Material price increases or incentives to conserve or use alternative energy sources could reduce demand for products we currently sell and adversely affect our sales volumes, revenues and margins.

We are subject to competition and antitrust laws

        Violations of competition/antitrust legislation could expose the group to administrative penalties and civil claims and damages, including punitive damages, by entities which can prove they were harmed by such conduct. Such penalties and damages could be significant and have an adverse impact on our business, operating results, cash flows and financial condition. In addition, there is also the significant reputational damage that accompanies findings of such contraventions as well as imprisonment or fines for individuals in some countries where antitrust violations are a criminal offence. Competition authorities are increasingly engaging with each other to exchange information relating to potential violation of antitrust laws and enforce antitrust laws. The South African Competition Commission is conducting investigations into the petroleum and polymer industries.

        The group has cooperated with competition authorities to deal pro-actively with non-compliance matters. We continue to interact and cooperate with the South African Competition Commission in respect of leniency applications as well as in the areas that are subject to the South African Competition Commission investigations. Refer to "Item 4.B Business overview—Legal proceedings and other contingencies".

        Although it is our policy to comply with all laws, and notwithstanding training and compliance programmes, we could inadvertently contravene competition or antitrust laws and be subject to the imposition of fines, criminal sanctions and/or civil claims and damages. This could have a material adverse impact on our reputation, business, operating results, cash flows and financial condition.

        The competition law compliance risks mentioned above escalated for companies as the provisions contained in the Competition Law Amendment Act of 2009 relating to market enquiries became effective, as from 1 April 2013. The market enquiry provisions grant the Competition Commission the authority to conduct inquiries into the general state of competition in any market in South Africa for particular goods or services without referring to specific prohibited conduct or a particular firm. In this regard, the Competition Commission commenced a market inquiry into the South African liquefied petroleum gas (LPG) market in June 2014. The remaining sections of the Competition Law Amendment Act of 2009 have not as yet come into effect. Should the remainder of the sections relating to individual criminal liability for collusion as well as the concept of a "complex monopoly", which will allow the Competition Commission to start an investigation against larger industry players without a formal complaint, become effective, the competition law compliance risks mentioned above will be further aggravated. This could have a material adverse impact on our business, operating results, cash flows and financial condition.

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We may not be successful in attracting and retaining sufficiently skilled employees

        We are highly dependent on the continuous development and successful application of new technologies. In order to achieve this, we need to maintain a focus on recruiting and retaining qualified scientists, engineers, project execution skills, artisans and operators. In addition, we are dependent on highly skilled employees in business and functional roles to establish new business ventures as well as to maintain existing operations.

        The quality and availability of skills in certain labour markets is impacted by the challenges within the education and training systems in certain countries in which we operate. Localisation, diversity and other similar legislation in countries in which we operate are also key considerations in the attraction and retention of sufficiently skilled employees. In an increasingly competitive market for limited skills, failure to attract and retain people with the right capabilities and experience could negatively affect our ability to operate existing facilities, to introduce and maintain the appropriate technological improvements to our business, as well as our ability to successfully construct and commission new plants or establish new business.

Intellectual property risks may adversely affect our freedom to operate our processes and sell our products and may dilute our competitive advantage

        Our various products and processes, including most notably, our chemical, CTL and GTL products and processes have unique characteristics and chemical structures and, as a result, are subject to confidentiality and/or patent protection, the extent of which varies from country to country. Rapid changes in our technology commercialisation strategy may result in a misalignment between our intellectual property protection filing strategy and the countries in which we operate. The disclosure of our confidential information and/or the expiry of a patent may result in increased competition in the market for our products and processes, although the continuous supplementation of our patent portfolio mitigates such risk to an extent. In addition, aggressive patenting by our competitors, particularly in countries like the US, may result in an increased patent infringement risk and may constrain our ability to operate in our preferred markets.

        A significant percentage of our products can be regarded as commodity chemicals, some of which have unique characteristics and chemical structure which make the products suitable for different applications than the typical commodity products. These products are normally utilised by our customers as feedstock to manufacture specialty chemicals or application-type products. We have noticed a worldwide trend of increased filing of patents relating to the composition of product formulations and the applications thereof. These patents may create pressure on those of our customers who market these product formulations which may adversely affect our sales to these customers. These patents may also increase our risk to exposure from limited indemnities provided to our customers of these products in case there is a patent infringement which may impact the use of the product on our customers' side. Patent-related pressures may adversely affect our business, operating results, cash flows and financial condition.

        We believe that our proprietary technology, know-how, confidential information and trade secrets provide us with a competitive advantage. A possible loss of experienced personnel to competitors, and a possible transfer of know-how and trade secrets associated therewith, may negatively impact this advantage. In addition, the patenting by our competitors of technology built on our know-how obtained through former employees may result in additional risk.

        Similarly, operating and licensing technology in countries in which intellectual property laws are not well established and enforced may result in an inability to effectively enforce our intellectual property rights. The risk of some transfer of our know-how and trade secrets to our competitors is increased by the increase in the number of licences granted under our intellectual property, as well as the increase in the number of licensed plants which are brought into operation through entities which

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we do not control. As intellectual property warranties and indemnities are provided under each new licence granted, the cumulative risk increases accordingly.

        The above risks may adversely affect our business, operating results, cash flows and financial condition.

Increasing competition in relation to products originating from countries with low production costs may adversely affect our business, operating results, cash flows and financial condition

        Certain of our chemical production facilities are located in developed countries, including the United States and Europe. Economic and political conditions in these countries result in relatively high labour costs and, in some regions, relatively inflexible labour markets. Increasing competition from regions with lower production costs and more flexible labour markets, for example the Middle East, India and China, exerts pressure on the competitiveness of our chemical products and, therefore, on our profit margins. This could result in the withdrawal of particular products or the closure of specific facilities, which may have a material adverse effect on our business, operating results, cash flows and financial condition.

We may face potential costs in connection with industry-related accidents or deliberate acts of terror causing property damage, personal injuries or environmental contamination

        We operate coal mines, explore for and produce oil and gas and operate a number of plants and facilities for the manufacture, storage, processing and transportation of oil, chemicals and gas, related raw materials, products and wastes. These facilities and their respective operations are subject to various risks, such as fires, explosions, releases and loss of containment of hazardous substances, soil and water contamination, flooding and land subsidence, among others. As a result, we are subject to the risk of experiencing, and have in the past experienced, industry-related incidents. Our facilities are also subject to the risk of deliberate acts of terror.

        Our main Secunda Synfuels production facilities are concentrated in a relatively small area in Secunda, South Africa. The size of the facility is approximately 82,5 square kilometres (km2) with operating plants accounting for 8,35 km2. This facility utilises feedstock from our mining and gas businesses, while the chemical and oil businesses rely on the facility for the raw materials it produces. Accidents and acts of terror may result in damage to our facilities and may require shutdown of the affected facilities, thereby disrupting production and increasing production costs and may in turn, also even disrupt the mining, gas, chemicals and oil businesses which make up a significant portion of our total income. Furthermore, accidents or acts of terror at our operations may have caused, or may in future cause, environmental contamination, personal injuries, health impairment or fatalities and may result in exposure to extensive environmental remediation costs, civil litigation, the imposition of fines and penalties and the need to obtain or implement costly pollution control technology.

        Our products are ultimately sold to customers around the world and this exposes us to risks related to the transportation of such products by road, rail or marine vessels. Such activities take place in the public domain exposing us to incident risks over which we have limited control.

        It is Sasol's policy to procure appropriate property damage and business interruption insurance cover for its production facilities above acceptable deductible levels at acceptable commercial premiums. However, full cover for all loss scenarios may not be available at acceptable commercial rates, and we cannot give any assurance that the insurance procured for any particular year would cover all potential risks sufficiently or that the insurers will have the financial ability to pay all claims that may arise.

        The costs we may incur as a result of the above or related factors could have a material adverse effect on our business, operating results, cash flows and financial condition.

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We may face the risk of information security breaches or attempts to disrupt critical information technology services, which may adversely impact our operations

        The increasing use of information technology (IT) systems in operations is making all industries, including the energy and chemicals industries, much more susceptible to cyber threats. Recent global trends have shown that the energy sector is increasingly becoming the target of cyber-attacks. Although we have an information security programme in place, Sasol may be vulnerable to cyber-attacks and attempts to gain unauthorised access to our IT systems. Disruption of critical IT services, or breaches of information security, could have a material adverse effect on our disclosure control processes.

Our coal, synthetic oil, natural oil and natural gas reserve estimates may be materially different from quantities that we eventually recover

        Our reported coal, synthetic oil, natural oil and gas reserves are estimated quantities based on applicable reporting regulations that under present and anticipated conditions have the potential to be economically mined, processed or produced.

        There are numerous uncertainties inherent in estimating quantities of reserves and in projecting future rates of production, including factors which are beyond our control. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgement.

        Reserve estimates will require revision based on actual production experience and other factors, including extensions and discoveries. In addition, regulatory changes, market prices, increased production costs and other factors may result in a revision to estimated reserves. Significantly revised estimates may have a material adverse effect on our business, operating results, cash flows and financial condition. See "Item 4.D—Property, plants and equipment".

Our international activities increase the compliance risks associated with economic and trade sanctions imposed by the United States, the European Union and other jurisdictions

        Our international operations could expose us to trade and economic sanctions or other restrictions imposed by the United States or other governments or organisations, including the United Nations, the European Union and its member countries. Under economic and trading sanctions laws, governments may seek to impose modifications to business practices, and modifications to compliance programmes, which may increase compliance costs, and may subject us to fines, penalties and other sanctions.

        Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.

        We are monitoring developments in the United States, the European Union and other jurisdictions that maintain sanctions programmes, including developments in implementation and enforcement of such sanctions programmes. Expansion of sanctions programmes, embargoes and other restrictions in the future (including additional designations of countries subject to sanctions), or modifications in how existing sanctions are interpreted or enforced, could have a material adverse effect on our business, operating results, cash flows and financial condition.

The exercise of voting rights by holders of American Depositary Receipts is limited in some circumstances

        Holders of American Depositary Receipts (ADRs) may exercise voting rights with respect to the ordinary shares underlying their American Depositary Shares (ADSs) only in accordance with the provisions of our deposit agreement (Deposit Agreement) with The Bank of New York Mellon, as the

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depositary (Depositary). For example, ADR holders will not receive notice of a meeting directly from us. Rather, we will provide notice of a shareholders meeting to The Bank of New York Mellon in accordance with the Deposit Agreement. The Bank of New York Mellon has undertaken in turn, as soon as practicable after receipt of our notice, to mail voting materials to holders of ADRs. These voting materials include information on the matters to be voted on as contained in our notice of the shareholders meeting and a statement that the holders of ADRs on a specified date will be entitled, subject to any applicable provision of the laws of South Africa and our Memorandum of Incorporation, to instruct The Bank of New York Mellon as to the exercise of the voting rights pertaining to the shares underlying their respective ADSs.

        Upon the written instruction of an ADR holder, The Bank of New York Mellon will endeavour, in so far as practicable, to vote or cause to be voted the shares underlying the ADSs in accordance with the instructions received. If instructions from an ADR holder are not received by The Bank of New York Mellon by the date specified in the voting materials, The Bank of New York Mellon will not request a proxy on behalf of such holder. The Bank of New York Mellon will not vote or attempt to exercise the right to vote other than in accordance with the instructions received from ADR holders.

        We cannot assure you that you will receive the voting materials in time to ensure that you can instruct The Bank of New York Mellon to vote the shares underlying your ADSs. In addition, The Bank of New York Mellon and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be no recourse if your voting rights are not exercised as you directed.

Sales of a large amount of Sasol's ordinary shares and ADSs could adversely affect the prevailing market price of the securities

        Historically, trading volumes and liquidity of shares listed on the JSE Limited (JSE) have been low in comparison with other major markets. The ability of a holder to sell a substantial number of Sasol's ordinary shares on the JSE in a timely manner, especially in a large block trade, may be restricted by this limited liquidity. The sales of ordinary shares or ADSs, if substantial, or the perception that these sales may occur and be substantial, could exert downward pressure on the prevailing market prices for the Sasol ordinary shares or ADSs, causing their market prices to decline.

ITEM 4.    INFORMATION ON THE COMPANY

4.A    History and development of the company

        Sasol Limited, the ultimate holding company of our group, is a public company. It was incorporated under the laws of the Republic of South Africa in 1979 and has been listed on the JSE Limited (JSE) since October 1979. Our registered office and corporate headquarters are at 1 Sturdee Avenue, Rosebank, 2196, South Africa, and our telephone number is +27 11 441 3111. Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, P.O. Box 885, Newark, Delaware 19715.

        At 30 June 2015, we were one of the largest companies listed on the JSE by market capitalisation, with a market value of Sasol ordinary shares of R292 995 million. Our total consolidated turnover was R185 266 million for the year ended June 2015.

4.B    Business overview

        Sasol is an international integrated chemicals and energy company that leverages the talent and expertise of about 31 000 people working in 37 countries. We develop and commercialise technologies, and build and operate world-scale facilities, to produce a range of product streams, including liquid fuels, chemicals and low-carbon electricity.

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        While continuing to support our home-base of South Africa, Sasol is expanding internationally based on a unique value proposition. Our ability to deliver sustainable shareholder value is premised on developing our people, keeping them safe and healthy, contributing meaningfully to the social and economic development of the countries and communities within which we work, and doing so in an environmentally responsible way. Sasol is listed on the JSE (JSE: SOL) and the New York Stock Exchange (NYSE: SSL).

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GRAPHIC

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Our strategy

        Sasol's strategic agenda is our blueprint over the near to medium term to achieve the Group's definition of victory, which is to grow shareholder value sustainably. To ensure that our strategic agenda remains robust and relevant, we review it regularly. Oil price volatility prompted us to revisit it in the year, and fine-tune our near-to-medium-term focus. We adjusted downwards our forecast for the average oil price over the next ten years and developed various scenarios to test and ensure the robustness of the capital portfolio. We are currently engaged in a similar review of our longer-term strategy to identify the shifts in emphasis and appropriate actions required to meet our long-term growth objectives.

        Our updated near-to-medium term strategic agenda

GRAPHIC

        Upstream—In Upstream, our drive to 'deliver low-cost feedstocks in Southern Africa' is a change from our previous focus on growing related upstream business. This shift places specific emphasis on ensuring continued access to vital natural resources and feedstocks to enable us to sustain and expand our integrated value chain in Southern Africa. Upstream will also focus on 'growing our Southern

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African upstream resources' to ensure that we direct our activities towards the region and that we consider a wider range of options to monetise resources for growth.

        Operations—In Operations, under our foundation pillar, two objectives have been combined, namely 'continuously improving our existing asset base' and 'maintaining our technological lead'. This is a clear affirmation that our existing operations hold substantial long-term value that require continuous investment to enhance the efficiency and reliability of our facilities, while minimising our environmental footprint and achieving world-class safety. In addition, we will safeguard our technical prowess by focusing on innovation to ensure our proprietary technologies remain robust and cutting edge. We will also focus on 'driving world-class safe operations to support growth'; an acknowledgment that to remain competitive over the long term, our operations must be outstanding in all respects: safe, reliable and efficient.

        Energy—The 'nurture and grow' focus in our Energy business is to 'optimise liquid fuels marketing channels' and, to grow sustainably, we intend to 'deliver selective gas-to-liquids (GTL) opportunities and grow low-carbon power generation'. While we remain optimistic about the longer-term prospects for GTL, in a low oil price environment, we need to narrow our focus on specific opportunities where the technology is robust, rather than accelerate GTL growth, as was the focus previously. Furthermore, in recent years, we have successfully delivered two gas-to-power plants, in Sasolburg in South Africa and Ressano Garcia in Mozambique.

        Chemicals—'Drive value chain optimisation' in our Chemicals business underscores the work required to ensure that our existing value chains deliver optimal performance through careful portfolio management. The second objective, namely 'drive selective growth based on feedstocks, market and/or technology advantage', under the sustainable growth pillar, is a refinement of a previous objective which focused on growing all value chains. This adjustment highlights that growth in our chemicals portfolio will be selective, and based on clear benefits in feedstocks, markets and technologies.

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Our project pipeline

        An important aspect of refining our strategic deliverables has been to scrutinise our pipeline of projects in relation to their human capital and financing requirements, material country risks and policy considerations. This has allowed us to prioritise our capital expenditure on the growth opportunities that play to our strengths globally, and which, we believe, will unlock sustainable maximum value for our shareholders.

GRAPHIC

Our group structure

        In 2012, we implemented our Business Performance Enhancement Programme, over a four-year-period to review the effectiveness of our operating model and evaluate how the business could improve its performance by sustainably optimising costs and reducing complexity.

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        One of the cornerstones of Sasol's past successes stemmed from our diverse businesses and activities being organised along an integrated value chain. While our value chain remains integrated, over the past decade we established and drove independent businesses within Sasol founded on a product-based operating model. Over time, organising our businesses in this manner resulted in increased complexity, leading to slower decision-making, higher costs and greater time required for internal alignment and co-ordination. To bring greater focus and increased simplicity to how Sasol is structured and managed, we have streamlined our corporate structures and reorganised our businesses from a product-based operating model to one based on our value chain.

        Our new operating model, and a simplified and consolidated legal structure, came into effect on 1 July 2014. The new operating model aligns the components of Sasol—operating business units, regional operating hubs, strategic business units, and group functions—according to a single value chain, focused on the production of liquid fuels, high-value chemicals and low-carbon electricity, as outlined below:

    The Operating Business Units comprise our mining and upstream oil and gas activities, focusing mainly on securing feedstock supply;

    The Regional Operating Hubs include our operations in Southern Africa, United States and Eurasia, focusing on sustaining asset management and performance while delivering to plan and optimising the total cost of production;

    The Strategic Business Units focus on our commercial and enhanced customer interfaces within the energy and chemicals arenas, and on optimising business performance through marketing and sales excellence; and

    Our Group Functions deliver fit-for-purpose business support services and solutions.

        This operating platform also enables Sasol to operate as a streamlined and united company, allowing all employees to drive in the same direction towards our definition of victory—to grow shareholder value sustainably, which in turn benefits all Sasol stakeholders.

        We divide our operations into the following reportable segments:

Operating Business Units

    Mining.  Mining is responsible for securing coal feedstock for the Southern African value chain, mainly for gasification, but also to generate electricity and steam. We mine approximately 40,0 million tons (Mt) of saleable coal per year, mostly for our complexes in Secunda and Sasolburg, in South Africa, and export approximately 3,4 Mt of coal annually. Mining accounted for 1% of our total external segmental turnover in 2015.

    Exploration and Production International (E&PI) develops and manages the group's upstream interests in oil and gas exploration and production in Mozambique, Canada Gabon, South Africa and Australia. We produce natural gas and condensate from Mozambique's Pande and Temane fields, shale gas and condensate from our share in the Farrell Creek and Cypress A assets in Canada, and oil in Gabon through our share in the offshore Etame Marin Permit (EMP). Our current development and production assets and our exploration portfolio are shown on maps on pages M-6 to M-9. E&PI accounted for 1% of our total external segmental turnover in 2015.

Strategic Business Units

    Energy is responsible for the sales and marketing of liquid fuels, natural gas and electricity. We also develop, implement and manage international GTL businesses based on our proprietary technology. In Southern Africa, we market approximately nine billion litres of liquid fuels annually, blended from fuel components produced by Secunda Synfuels Operations, crude oil

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      refined at the Natref refinery as well as products that we purchase from other refiners. We market approximately 58 billion standard cubic feet (bscf) of natural and methane-rich gas a year. We have concluded short-term power purchase agreements in South Africa with Eskom for up to 440 megawatts. In Mozambique, our joint operation sells electricity into the national grid. We hold 49% in ORYX GTL in Qatar, and a 10% economic interest in Escravos GTL in Nigeria. We are evaluating GTL projects in the United States and Uzbekistan. Energy accounted for 41% of our total external segmental turnover in 2015.

    Base Chemicals markets commodity chemicals based on the group's upstream Fischer-Tropsch, ethylene, propylene and ammonia value chains. Our key product lines are polymers, solvents and ammonia-based explosives and fertilisers. We source our final products from Secunda Chemicals Operations and Sasolburg Operations. Base Chemicals accounted for 20% of our total external segmental turnover in 2015.

    Performance Chemicals markets commodity and differentiated performance chemicals. Our key product lines are organics, inorganics and wax value chains. In South Africa, we source our organics and wax final products from Secunda Chemicals Operations and Sasolburg Operations. In Europe and the United States, we source our organics, wax and other final performance chemical products from the Eurasian and US Regional Operating Hubs. Performance Chemicals accounted for 37% of our total segmental turnover in 2015.

Other

    Our Group Functions focus on delivering fit-for-purpose, supportive and enabling business services and solutions. We are involved in technology research and development activities, both in South Africa and internationally. Our treasury and financing activities also form part of Group Functions.

        The new operating model structure reflects how the results are reported to the Chief Operating Decision Maker (CODM). The CODM for Sasol is the President and Chief Executive Officer.

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        The following tables present our total external turnover after the elimination of inter-segment turnover by business operation and geographic market in accordance with IFRS:

 
  Operating Business Units   Strategic Business Units   Other  
2015
  Mining   Exploration and
Production
International
  Energy   Base
Chemicals
  Performance
Chemicals
  Group
Functions
  Total  
 
  (Rand in millions)
 

South Africa

    19     5     71 959     18 772     4 463         95 218  

Rest of Africa

        236     3 299     4 321     1 314         9 170  

Europe

    1 484     955     5     3 984     30 417         36 845  

Middle East and India

    91             2 059     1 736     17     3 903  

Far East

    621             639     6 375         7 635  

North America (incl. Canada)

        696     1     2 553     22 270         25 520  

South America

                1 173     1 452     15     2 640  

Southeast Asia and Australasia

        151         3 337     847         4 335  

Turnover

    2 215     2 043     75 264     36 838     68 874     32     185 266  

 

 
  Operating Business Units   Strategic Business Units   Other  
2014
  Mining   Exploration and
Production
International
  Energy   Base
Chemicals
  Performance
Chemicals
  Group
Functions
  Total  
 
  (Rand in millions)
 

South Africa

    11         81 513     18 545     4 602         104 671  

Rest of Africa

    152     462     3 096     3 871     877         8 458  

Europe

    373     1 668     2     8 404     32 118         42 565  

Middle East and India

    922         21     2 894     2 112         5 949  

Far East

    115             1 690     5 932         7 737  

North America (incl. Canada)

        860         2 111     22 832         25 803  

South America

                1 862     1 276     53     3 191  

Southeast Asia and Australasia

    581             2 885     843         4 309  

Turnover

    2 154     2 990     84 632     42 262     70 592     53     202 683  

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  Operating Business Units   Strategic Business Units   Other  
2013
  Mining   Exploration and
Production
International
  Energy   Base
Chemicals
  Performance
Chemicals
  Group
Functions
  Total  
 
  (Rand in millions)
 

South Africa

    23         69 171     15 232     4 058         88 484  

Rest of Africa

    63     352     2 095     3 358     1 064     7     6 939  

Europe

    326     1 225     1     8 001     25 737         35 290  

Middle East and India

    712         75     3 021     1 498     6     5 312  

Far East

    160             3 358     3 279         6 797  

North America (incl. Canada)

        600         3 908     15 770         20 278  

South America

                1 675     1 219         2 894  

Southeast Asia and Australasia

    549             2 621     727         3 897  

Turnover

    1 833     2 177     71 342     41 174     53 352     13     169 891  

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Operating Business Units

Mining

Nature of the operations and principal activities

        In South Africa, we have three coal mining operations:

    The coal-to-liquids (CTL) complex situated in Secunda, consists of the Bosjesspruit, Brandspruit, Middelbult and Syferfontein mines. These mines supplied 39,7 million tons (Mt) of coal to Secunda Synfuels Operations and 0,2 Mt to Mooikraal Colliery during the year. Of this amount, 31,8 Mt of coal was produced, 5,1 Mt was purchased from a third party and 0,4 Mt was extracted as part of the development of new collieries. 2,0 Mt was a mixture of run of mine (ROM) and by-product coal transferred from our export complex. At 30 June 2015, the stockpile reduced by 0,6 Mt on the opening stock.

    The Sigma complex, situated near Sasolburg in the Free State province, consisting of the Mooikraal colliery, supplied 2,0 Mt of coal to Sasolburg Operations during the year. Of this amount 1,9 Mt was sourced from the Mooikraal Colliery, 0,1 Mt fine coal was purchased from the Secunda Synfuels Operations and 0,2 Mt was supplied by our Secunda Collieries. At 30 June 2015, the stockpile increased by 0,2 Mt on the opening stock.

    The export complex, consisting of the Twistdraai Colliery, where coal is beneficiated and exported primarily to Europe, the Middle East and India produced 7,5 Mt during the year. In 2015, 2,0 Mt of ROM and middlings by-product was transferred to the CTL complex, 3,4 Mt exported and 2,2 Mt was discarded during the beneficiation process. The stockpile reduced by 0,1 Mt.

        During 2015, Mining produced 41,2 Mt of coal, compared to 41,5 Mt in the previous year, mainly due to scaling down of older mines and slower ramping up of new mines.

        Normalised mining unit costs of production decreased by 2% compared to the prior year through various efficiency initiatives and sustained improvement in underground infrastructure.

Operational statistics

 
  2015   2014   2013  
 
  (Mt, unless otherwise stated)
 

Sigma Colliery

    1,9     1,7     1,7  

Secunda mines

    39,3     39,8     38,4  

Total production

    41,2     41,5     40,1  

Saleable production from all mines(1)

    39,2     39,7     38,6  

External coal purchases mainly from Anglo Operations

    5,1     5,4     5,4  

Total tons produced and procured(2)

    44,3     45,1     44,0  

Sales to Sasolburg Operations

    2,0     2,1     2,0  

Sales to Secunda Synfuels Operations

    39,7     39,5     39,9  

Additional South African market sales

            0,1  

Export sales

    3,4     2,9     2,5  

Total sales including exports

    45,1     44,5     44,5  

Production tons per continuous miner (mining production machine) per shift (t/cm/shift)

    1 367     1 338     1 361  

(1)
Saleable production equals our total production minus discard and includes both product sold and movements in stock piles.

(2)
Difference between tons produced and procured and total sales is due to the movement on the stock pile.

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Principal markets

        We extract and supply coal mainly to our Secunda Synfuels Operations and Sasolburg Operations under terms and conditions which are determined on an arm's length basis. We export approximately 8% of our production.

        We continue to explore marketing opportunities for coal in both the international and domestic utility market.

        We are committed to support and sustain the Group's liquid fuels, chemicals and power generation operations to at least 2050 by providing a reliable and uninterrupted supply of coal to Group facilities in Secunda and Sasolburg. We have already secured an extension of our Secunda mining right to 2040. Mining rights are generally issued for a period of up to 30 years at a time. The validity period of our mining rights may, on application, be renewed for further periods not exceeding 30 years each.

        We continued to investigate alternative coal sources, including the viability of supply from Limpopo West, where we have applied for mining rights. However, as part of Group's Response Plan to lower oil prices, we delayed the pre-feasibility study on mining reserves in this coal-rich area until the end of the 2017 calendar year. This postponement will not jeopardise long-term coal supply to Sasol. From a technological perspective, we evaluated options to better exploit our existing reserves through higher extraction methods and alternative mining techniques without an additional impact on the environment. The viability of supply from Limpopo West is subject to securing infrastructure between Limpopo and Mpumalanga.

Seasonality

        The demand for coal by our Secunda Synfuels Operations and Sasolburg Operations is consistent throughout the year. Export coal demand is consistent, mainly in Europe, the Middle East and India. Our sales are planned to ensure even shipment of coal throughout the year.

Marketing channels

        We make use of a direct sales model to market our products to third parties.

Factors on which the business is dependent

        Being part of the integrated Sasol value chain, Mining is required to be engaged on an on-going basis with Secunda Synfuels Operations, to ensure optimal delivery and utilisation of our coal resources. We also have dedicated strategic and long-term planning departments to ensure that mining and other related activities are performed in accordance with our plans for the future. Also refer to Item 4B "Business overview—Regulation of mining activities in South Africa".

Property, plants and equipment

        Mines Mining operates six mines for the supply of coal to the Secunda Synfuels Operations, Sasolburg Operations (utility coal only) and the external market. The annual production of each mine,

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the primary market to which it supplies coal and the location of each mine are indicated in the table below:

 
   
   
  Nominated
capacity
per year
(Mt)(2)
  Production (Mt)  
Mine
  Location   Market   2015   2014   2013  

Bosjesspruit

  Secunda   Secunda Synfuels Operations     7,7     7,3     7,9     8,0  

Brandspruit

  Secunda   Secunda Synfuels Operations     7,2     7,0     7,7     7,3  

Middelbult

  Secunda   Secunda Synfuels Operations     7,6     6,9     7,6     7,4  

Syferfontein

  Secunda   Secunda Synfuels Operations     9,8     10,6     9,7     9,6  

Twistdraai, Thubelisha shaft

  Secunda   Export/ Secunda Synfuels Operations(1)     7,9     7,5     6,9     6,1  

Sigma : Mooikraal

  Sasolburg   Sasolburg Operations     1,9     1,9     1,7     1,7  

                  41,2     41,5     40,1  

(1)
The secondary product from the export beneficiation plant is supplied to Secunda Synfuels Operations.

(2)
The nominated capacity of the mines is the expected maximum production of that mine during normal operating hours.

        The development of the Impumelelo and Shondoni collieries, which are part of the R14,0 billion mine replacement programme, continue to progress steadily. The establishment of these collieries will ensure uninterrupted coal supply to Secunda Synfuels Operations. Project delays were experienced at the Impumelelo and Shondoni collieries due to a slower than expected shaft sinking process and a four month labour dispute experienced by a mining contractor. Beneficial Operation (BO) is expected in the second half of the 2015 and first half of the 2016 calendar years, respectively. Both projects are expected to be delivered within budget.

        The new Tweedraai adit will also provide further access to reserves adjacent to our current Syferfontein operations and is expected to be completed in the first half of the 2016 financial year. In 2015, the Twistdraai Thubelisha shaft conveyor produced from five sections and is expected to reach full production capacity by 2019.

Coal handling facility—Sasol Coal Supply (SCS)

        SCS at Secunda is responsible for conveying coal from the mine mouth to a stock holding facility. Coal from the various collieries is blended in order to homogenise the product, which is then conveyed to Secunda Synfuels Operations, as required.

Beneficiation plant

        We operate a coal beneficiation plant in Secunda to enable us to supply export quality coal to international markets. The design throughput of the plant is 10,5 Mt per annum. The plant feedstock is supplied by Twistdraai colliery via overland conveyor belts of approximately 20 km in length. The new Twistdraai Thubelisha shaft conveyor, which is approximately 17 km in length, will replace the current conveyor system over the next few years.

Exploration and Production International (E&PI)

Nature of the operations and principal activities

        E&PI's principal activities are the exploration, appraisal, development and production of hydrocarbon resources. We currently hold equity in three assets with proved natural oil and gas reserves in Mozambique, Gabon and Canada, all of which are producing. We also have equity in non-producing assets and exploration licences in Mozambique, Nigeria, Australia and South Africa.

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        In Mozambique, we operate the onshore Pande-Temane Petroleum Production Agreement (PPA) licence, producing natural gas and condensate from the Temane and Pande gas fields. Gas production from the Temane and Pande fields commenced in 2004 and 2009, respectively. We also operate the Pande-Temane Production Sharing Agreement (PSA) licence, in which limited pre-development activities have been initiated, following submission of the initial field development plan in February 2015. Government approval of the field development plan is still pending.

        In British Columbia, Canada we have a 50% interest in the unconventional (shale/tight gas) Montney assets operated by Progress Energy Canada Limited. The assets have produced gas and small volumes of petroleum liquids since before we acquired our interest in 2011. Appraisal and development of the Farrell Creek and Cypress A fields are ongoing.

        In Gabon, we have a 27,75% interest in the offshore Etame Marin Permit asset, operated by VAALCO Gabon (Etame) Inc. Oil production from the Etame field commenced in 2002, followed by production from the associated Avouma and Ebouri fields in 2007 and 2009, respectively.

Principal markets and marketing channels

        Gas from our Mozambique Pande-Temane PPA asset is produced in accordance with long-term gas sales agreements. The bulk of the production is exported to South Africa for use as feedstock for our chemical and synthetic fuel operations. The remainder is sold into the Mozambican market for in-country use. Condensate is sold for export via the port of Beira or the port of Maputo at spot prices.

        Gas produced from our Canada unconventional (shale/tight gas) Montney assets is sold by the Progress/Sasol Montney Partnership into Western Canada, under a long-term marketing agreement with Progress Energy Canada Limited.

        Oil produced from the Etame Marin Permit asset is marketed internationally on the open market. Oil is typically sold under short-term crude oil sale and purchase agreements which are renewed annually.

        The geographical distribution of revenues for each of the last three financial years is presented above. Refer "Our group structure".

Factors on which the business is dependent

        In Mozambique, the majority of the gas produced from our Pande-Temane PPA asset is supplied under two long-term gas sales agreements with our Energy business. These contracts, signed in 2002 and 2008, respectively, run until 2029 and can be extended for a further five years. The gas forms part of the feedstock for our South African chemical and synthetic fuel operations in Secunda and Sasolburg. In addition, there are three 20-year gas sales agreements, which run until 2034, to supply gas to the Mozambique market. The contracts are with Matola Gas Company S.A., the Empresa Nacional de Hidrocarbonetos (ENH), Kogas S.A. joint venture and Central Térmica de Ressano Garcia S.A. (CTRG). Further, on 1 June 2015, a sales agreement was executed with ENH for the delivery of 2PJ/a of gas (approximately 6 mmscf/day). These contracts satisfy a licence condition that a portion of gas produced is utilised in-country.

Property, plants and equipment

        We operate production facilities in Mozambique and have non-operating interests in producing assets in Canada and Gabon.

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Production capacity at 30 June 2015

Plant description
  Location   Design Capacity(1)

Central Processing Facility

  Temane, Mozambique   456 mmscf/day

Floating, Production, Storage and Offloading facility

  Etame Marin Permit, Gabon   25 000 bpd oil

Processing Facilities

  Farrell Creek, Canada   320 mmscf/day

(1)
Includes our attributable share of the production capacity.

Strategic Business Units

Energy

Nature of operations and principal activities

        Energy markets and sells liquid fuels, pipeline gas and electricity. Internationally, Energy develops implements and manages Sasol's gas-to-liquids (GTL) business ventures based on our proprietary technology.

    Sales

 
  2015   2014   2013  

Liquid fuels—white product (mmbbl)

    59,2     56,5     53,9  

Liquid fuels—black product (mmbbl)

    2,3     2,3     2,3  

Natural gas (bscf)

    33,8     33,6     34,0  

Methane-rich gas (bscf)

    24,0     24,1     22,5  

        We market approximately nine billion litres of liquid fuels annually, blended from fuel components produced by Secunda Synfuels Operations, crude oil refined at Natref, as well as some products that we purchase from other refiners. We procure crude oil that is refined through our interest in the Natref refinery. Coal is purchased from Mining and natural gas from E&PI for processing through Secunda Synfuels Operations. We market approximately 58 bscf of natural and methane-rich gas a year. We have concluded short-term power purchase agreements in South Africa with Eskom for the supply of up to 440 megawatts. In Mozambique, our joint operation sells electricity into the national grid. We hold 49% in ORYX GTL in Qatar, and a 10% economic interest in Escravos GTL in Nigeria.

        Natural gas sold to external customers in South Africa and internally to Sasol's operations is priced according to the National Energy Regulator of South Africa (NERSA) approved methodology whereby a maximum molecule price is determined. Based on volumes purchased, customers qualify for six different categories of gas pricing. Annual escalation of the maximum gas price is determined with reference to an index which incorporates electricity prices (37%), coal export prices in rand (37%), oil prices in rand (24%) and other factors (2%).

        GTL products are sold at international quoted diesel and naphtha prices.

GTL developments

        In light of the lower oil price environment, we have chosen to deliver selective GTL opportunities based on our Sasol Slurry Phase Distillate™ technology. In the year, this included a reassessment of the feasibility of major GTL projects and evaluation of opportunities to license our proprietary technology, as a way of expanding this portfolio. As a result, we delayed the final investment decision on the proposed GTL plant in the United States and continue to evaluate licensing options for the proposed GTL plant in Uzbekistan. To support the Uzbekistan GTL project we are progressing, together with

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BASF, an FT catalyst expansion project (FEED) at the facility situated in De Meern in the Netherlands, which will be operated and owned by BASF.

        In Nigeria, the Escravos GTL (EGTL) plant achieved beneficial operation in the year, with the first train coming on line in June 2014, followed by the second train in November 2014. The first diesel cargo was exported in November 2014 followed by the first naphtha cargo in January 2015. The EGTL plant continues to ramp up, drawing on lessons learned from ORYX GTL's start-up.

Principal markets

        In Southern Africa, we are responsible for marketing of liquid fuels (i.e. fuel oils, jet fuels, diesel, petrol and liquid petroleum gas (LPG)) to wholesalers and overland export customers. We do direct business-to-business marketing of liquid fuels and lubricants and operate a network of retail convenience Sasol service stations in South Africa. We also supply gas to gas traders, industrial and commercial customers. We have power purchase agreements (PPA) in place with state-owned electricity companies in Mozambique and South Africa.

        In Qatar, the bulk of the ultra-low-sulphur GTL diesel produced at ORYX GTL is sold as blend stock for middle distillate product streams derived from conventional oil refining to produce on-specification automotive diesel. It is primarily sold to European customers. GTL naphtha is sold to naphtha crackers that produce olefins such as ethylene.

Seasonality

        The South African demand for road transportation fuels is fairly consistent throughout the year. Slightly higher demand for petrol is evident during the December summer holiday period. Diesel demand tends to peak during October due to the summer grain planting season.

        Demand for gas in South Africa is consistent throughout the year, and is generally not subject to seasonal fluctuations due to moderate temperature variances between seasons and the absence of a significant residential market.

        GTL product prices are impacted by the seasonal behaviour of global petroleum product markets.

Raw materials

        The main feedstock components used in the Southern Africa production processes are low-grade coal obtained from Mining, natural gas, crude oil and lubricant base oils.

        Natural gas is purchased in Mozambique, from an unincorporated joint venture (UJV) consisting of Sasol Petroleum Temane Limitada (SPT), International Finance Corporation (IFC) and Companhia Moçambicana de Hidrocarbonetos, S.A.R.L (CMH). The gas is transported by Republic of Mozambique Pipeline Company (Rompco) to Secunda in South Africa. Methane-rich gas is purchased from Secunda Synfuels Operations.

        Natref obtains approximately 50% of its crude oil requirements from the Middle East through crude oil term contracts. The balance is purchased on the spot market from West Africa and other sources.

        Lubricant base oils are obtained from the blending facility at Island View in Durban. The plant is managed by Engen Petroleum and blends automotive and industrial lubricants to Energy's specifications. Base oils are predominantly procured locally.

        ORYX GTL purchases natural gas feedstock from Al Khaleej Gas, a joint venture between ExxonMobil Middle East Gas Marketing Limited and Qatar Petroleum, under a gas purchase

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agreement with a contracted minimum off-take volume. The agreement commenced in January 2006 and is valid for a term of 25 years with an option to extend for a further seven years.

        Escravos GTL (EGTL) Venture purchases 100% of its gas requirements for the EGTL plant from Chevron Nigeria Limited (CNL) and Nigerian National Petroleum Corporation (NNPC), the upstream joint venture partners. The agreement commenced in November 2005 and is valid for a term of 25 years. The term of the agreement may be extended by the parties on terms and conditions that are mutually agreed.

Marketing channels

        Energy's marketing channels can be divided into the following main areas: sales to licensed wholesalers; direct marketing (retail and commercial markets) and gas marketing in South Africa (wholesale and commercial markets); direct marketing in other African countries; overland exports into the rest of Africa; and GTL products internationally.

    Licensed wholesalers

      Licensed wholesalers include multinational oil companies with their own South African refining capacity such as BP, Engen Petroleum, Royal Dutch Shell, Chevron, Total South Africa (Total), PetroSA and non-refinery wholesalers without South African refinery capacity.

      The bulk of Sasol's fuel sales in South Africa are to licensed wholesalers who either do not have their own refinery production or market more fuel than what they can produce. These customers either buy from Sasol or import the balance of their fuel supply requirements.

      Individual agreements that vary in terms of duration, volume, and modes of delivery regulate the relationship between Sasol and our licensed wholesale customers. Sasol matches its production slate to the agreed product slate to ensure efficiency and reliable supply. We import product to cover planned and unplanned refinery outages to ensure that we meet our supply commitments.

      We also sell base bitumen to wholesalers and construction companies.

    Direct markets (retail, commercial, lubricants, aviation fuel, fuel oil and bitumen)

      We currently operate a network of retail convenience centres, which consists of 382 Sasol branded retail sites. In 2013, we signed an exclusive agreement with Burger King to open fast food outlets at our retail convenience centres. This creates an opportunity for us to expand our retail footprint and increase the average throughput at Sasol service stations.

      We have also partnered with ABSA Bank in South Africa to offer a loyalty rewards programme to customers at the retail convenience centres. This has added value to the network.

      We recently introduced our innovative low-sulphur 10ppm diesel at a limited number of retail sites in Gauteng and Mpumalanga with good results. We are in the process of rolling the product out to the rest of our network in Gauteng.

      We sell liquid fuels (i.e. fuel oil, diesel, petrol and liquified petroleum gas (LPG)) to a variety of end users through the commercial marketing channel. Our customer base includes companies in the transportation, mining, food and electricity-generation industries.

      We sell lubricants in industrial markets and to motorists via our retail network.

      Our jet fuel marketing is focused on South Africa's premier airport, OR Tambo International Airport, with Sasol's market share estimated at 20%.

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    Gas marketing (wholesale and commercial markets. Wholesale consists of Sasol internal customers and resellers)

      We supply gas to industrial and commercial customers in Mpumalanga, Gauteng, KwaZulu-Natal, North-West and Free State. Besides marketing pipeline gas to these customers, natural gas is also supplied as feedstock to Sasol's facilities in Sasolburg and Secunda.

      Approximately 94% of gas to end-use industrial customers is sold through our own sales and marketing personnel. We also supply a small number of traders and reticulators who sell gas to their own customers.

    Rest of Africa marketing

      We hold a 49% interest in Petromoc e Sasol Sarl (PeSS), which is a joint venture with the Mozambican National State Oil Company, Petromoc. PeSS markets its product through eight company-owned and eight dealer-owned retail convenience centres. PeSS has approximately 38 commercial customers and has an 8% share of the petrol and diesel market in Mozambique. PeSS also markets illuminating paraffin and lubricants.

      On 1 November 2014, we disposed of Exel Lesotho, a wholly-owned subsidiary of Sasol involved in retail and commercial marketing of transportation fuels in Lesotho. The sale of Exel Swaziland, a wholly owned subsidiary of Sasol, involved in retail and commercial marketing of transportation fuels in Swaziland is pending approval from the Central Bank of Swaziland.

    Exports (overland to the rest of Africa)

      We are ideally situated to supply overland volumes into the rest of Africa. However, the volume available for export is limited by demand in South Africa.

    GTL marketing

      ORYX GTL markets the GTL diesel it produces and the GTL naphtha and LPG are sold by Qatar International Petroleum Marketing Company Limited (Tasweeq).

      Sasol Chevron Holdings Limited (SCHL) markets the GTL diesel and naphtha produced from the EGTL facility in Nigeria.

Factors on which the business is dependent

Licences and regulations

        Activities across the integrated value chain, including manufacturing, storing, wholesaling and retailing, are regulated through a licensing regime and may only be conducted once a licence has been issued by the Petroleum Controller under the Petroleum Products Act, 1977.

        Retail pump prices of petrol, the maximum refining gate price and maximum cylinder retail price of LPG, and a maximum single national retail price of unpacked illuminating kerosene are also regulated by the Petroleum Controller.

        Onerous application requirements and a lengthy licensing process may hamper the development of retail convenience centres in future.

        NERSA, under the Petroleum Pipelines Act, sets tariffs for petroleum pipelines and approves tariffs for third party access to storage and marine loading facilities. We have obtained the necessary licences required from NERSA, in terms of the Gas Act, to operate our gas transmission and distribution facilities, as well as to engage in our trading activities.

        As and when expansion of our transmission and distribution facilities is required, we apply for the required construction licences from NERSA.

        Refer to Item 4B "Business overview—Regulation of petroleum-related and pipeline gas activities in South Africa" for additional information.

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Feedstock

        The growth of the Energy business depends on the availability of competitively priced natural gas or coal reserves.

Technology

        The Sasol Slurry Phase DistillateTM (SPDTM) process—Based on our Technology functions long and extensive experience in the commercial application of the Fischer-Tropsch (FT) technology, we have successfully developed the FT-based Sasol SPDTM process for converting natural gas into high-quality, environment-friendly GTL diesel, GTL kerosene and other liquid hydrocarbons.

        The SPDTM process consists of three main steps, each of which is commercially proven. These include:

    the Haldor Topsøe reforming technology, which converts natural gas and oxygen into syngas;

    our Slurry Phase FT technology, which converts syngas into hydrocarbons; and

    the Chevron IsocrackingTM technology, which converts hydrocarbons into particular products, mainly diesel, naphtha and LPG.

        Currently we believe, based on our knowledge of the industry and publicly available information, that on a worldwide basis we have the most extensive experience in the application of FT technology on a commercial scale. Given the increasing discovery of extensive natural gas reserves, our Sasol SPDTM process can be applied with significant commercial advantages in various parts of the world. As a consequence, our technology has evoked interest from countries and companies with extensive natural gas reserves as an appealing alternative for commercialising these reserves. The Sasol SPDTM process converts natural gas into diesel and other liquid hydrocarbons, which are generally more environmentally friendly and of higher quality and performance compared to the equivalent crude oil-derived products. In view of product specifications gradually becoming more stringent, especially with respect to emissions, we believe that the option of environmentally friendly GTL fuels will become increasingly appealing. GTL diesel can be used with optimised engines for best performance, although it can also be utilised with current compression ignition engines. GTL diesel is currently used as a cost-competitive blend stock for conventional diesels, thereby enabling conventional diesel producers to improve the quality and capacity of their product without investing substantially in sophisticated new plants and infrastructure. We anticipate that the combined factors of GTL diesel's superior characteristics and the prevailing market conditions in developed economies will enable GTL diesel to command premium prices for either niche applications or as a blend stock for upgrading lower-specification products. The construction of GTL facilities and the production of GTL fuels require significant capital investment.

Remaining cost competitive

        Working closely with our Technology function's Fischer-Tropsch process innovation teams, we are involved in on-going programmes aimed at further improving competitiveness by lowering the capital and operating costs of future GTL plants. There is also a continued focus to reduce the total cost and increase the efficiency of the cobalt catalyst used in the process through improvement of the performance and total value chain of the catalyst supplied.

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Property, plants and equipment

Natref refinery operational statistics(1)

 
  2015   2014   2013  

Crude oil processed (million m3)

    3,3     3,1     2,6  

White product yield (% of raw material)

    91,0     90,7     90,1  

Total product yield (%)

    98,0     97,6     98,2  

(1)
Data based on our 63,64% share in Natref.

        Natref, a joint operation between Sasol Oil and Total South Africa (TSA), is an inland refinery, focused on producing refined petrol and distillate fuels. It is designed to upgrade relatively heavy crude oil with high sulphur content (sour) and yields about 91% white petroleum products. Refinery production includes petrol, diesel, propane, jet fuel, and multiple grades of bitumen, fuel oils, sulphur and various gases.

        The Mozambique-to-Secunda natural gas transmission pipeline, owned by Rompco, is a 26-inch carbon steel underground pipeline of 865 km. The pipeline starts from the natural gas Central Processing Facility (CPF) at Temane in Mozambique, and ends at the Pressure Protection Station (PPS) in Secunda. The instantaneous capacity of the pipeline is 123 bscf/a, with an annual average in excess of 108 bscf/a without any additional compression along the pipeline.

        In 2010, Rompco commissioned its first compressor station near Komatipoort in South Africa. This facility supplies midpoint compression and enables the pipeline to increase gas transportation up to an annual average of 153 bscf/a with an instantaneous pipeline capacity in excess of 159 bscf/a. In December 2014, Rompco completed the R1,6 billion project to construct a 128 km loop line in Mozambique to expand capacity, and allow for additional monetisation of gas in Mozambique. The Loopline I project increased annual capacity from 153 bscf/a to 169 bscf/a. Following approval of the pipeline variation plan by the Mozambique regulator, Instituto Nacional de Petróleo (INP), in July 2015, the Loopline II project has progressed to an advanced stage and a final investment decision (FID) was made in August 2015. Once commissioned, Loopline II will increase the pipeline capacity from 169 bscf/a to 191 bscf/a. Beneficial operation is expected to be achieved by January 2017.

        The inland transmission network of Gauteng is fed from the PPS in Secunda via a 30-inch carbon steel underground pipeline, which feeds into a second PPS at Nigel. The newly commissioned Gauteng Network Pipeline serves the inland network and increased the overall capacity of the Gauteng network from 82 bscf/a to 128 bscf/a. These pipelines supply various low pressure distribution areas, as well as some customers directly. The southern part of the inland network ends in Sasolburg.The Secunda, Witbank and Middelburg pipeline network receives methane-rich gas (MRG) from Secunda Synfuels Operations. The capacity of the network is approximately 11bscf/a. MRG is also compressed and fed into the Transnet Pipelines transmission pipeline to supply our customers in KwaZulu-Natal. The capacity of the network is approximately 23 bscf/a.

        In February 2015, we completed the development of the 175 megawatt gas-fired power generation plant in Mozambique, Central Termica de Ressano Garcia (CTRG), in partnership with the country's state-owned power utility, Electridade de Moçambique (EDM). The power plant has 18 gas engines with an installed capacity of 175 MW. CTRG generates electricity from gas supplied by SPT, IFC and CMH. The plant is producing as planned to deliver on the Power Purchase Agreement (PPA) signed with the off-taker EDM.

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Production capacity

Plant description
  Location   Design capacity(1)

Gauteng transmission network

  Gauteng   128 bscf/a

Rompco Pipeline

  From Central Processing Facility (Mozambique) to Pressure Protection Station (Secunda) (865km)   169 bscf/a

Secunda, Witbank and Middelburg pipeline

  South Africa   11 bscf/a

Transnet Pipeline transmission pipeline

  South Africa   23 bscf/a

(1)
Nameplate capacity represents the total saleable production capacity.

Plant description
  Location   Design capacity(1)

ORYX GTL

  Ras Laffan Industrial City in Qatar   32 400 bpd (nominal)

EGTL

  Escravos, Nigeria   33 200 bpd (nominal)

Natref

  Sasolburg, South Africa   108 000 bpd (nominal)

CTRG

  Ressano Garcia, Mozambique   175MW

(1)
Nameplate capacity represents the total saleable production capacity. Due to the integrated nature of these facilities, the requirement for regular statutory maintenance shutdowns and market conditions, actual saleable volumes will be less than the nameplate.

Base Chemicals

Nature of operations and principal activities

        Base Chemicals is responsible for marketing commodity chemicals based on the group's upstream Fischer-Tropsch, ethylene, and propylene and ammonia value chains. The foundation of the business is feedstock advantage, scale, product quality and cost leadership. Our products include polymers, monomers, acrylates, industrial solvents, and ammonia derivatives such as fertilisers and explosives.

        The polymer and monomers products we market include ethylene and propylene monomers used for the production of polyethylene and polypropylene. Propylene is also used for butanol and acrylate production. Low density polyethylene (LDPE) is used in boutique shopping bags, bread bags and films (packaging, shrink wrapping, greenhouse covers, laminating). Linear low density polyethylene (LLDPE) is used in films (heavy duty, blending into LDPE), containers and lids (injection moulded) and rotomoulded products such as water and fuel tanks. Polypropylene (PP) is used in automotive parts, luggage, pipes, bottles, housewares, toys, woven sacks and flooring. Polyvinyl chloride (PVC) is used in pipes and fittings, cables, conduit, medical devices and consumer packaging.

        The industrial solvents products we market include alcohols and ketones, which include ethyl acetate, n-propanol, acetone, methyl ethyl ketone and mixed alcohols used in coatings, printing, packaging, plastics, fragrance and pharmaceuticals. Methanol, methyl isobutyl ketone and blends are used in aerosol paint and adhesive industries, polish, cosmetics, agriculture and mining. n-Butanol, glacial acrylic acid, butyl acrylate and ethyl acrylate are used in inks, adhesives, solvents and polymers (for example, superabsorbent polymers). Butyl glycol ethers and acetates are used in chemical intermediates.

        Other products we market include nitric acid, ammonium nitrate solution, sulphur, various grades of fertiliser, ammonium sulphate, explosives-grade ammonium nitrate, various packaged explosives, and explosive accessories (non-electronic and electronicinitiation systems), boosters and detonating cord. We also market caustic soda used in pulp and paper production, minerals beneficiation (platinum industry),

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water purification, soap manufacture and scouring of textiles. Sodium cyanide is used in the extraction of gold.

Principal markets

        The area with the highest sales volumes of our polymers products is South Africa. We also sell polymers in the rest of Africa, Europe, the Middle East and Asia. Over the past three years between 54% and 64% of our polymers products' revenue has been earned from sales into the South African market.

        We are the sole polymer producer of PVC, LDPE and LLDPE in South Africa. We have the leading share of sales of these products in South Africa, where the competition is from polymer imports primarily from Asian and Middle Eastern producers. We supply 160 ktpa ethylene and 110 ktpa propylene under contract to Safripol (Pty) Ltd (Safripol) in Sasolburg by pipeline for the production of HDPE and polypropylene, respectively. We compete directly with Safripol in the polypropylene market, where we have a large share of the South African market. We sell caustic soda primarily in South Africa into the pulp and paper, minerals beneficiation and soap and detergent industries. We are the sole local producer of sodium cyanide solution, which is sold to the local gold mining industry. Currently, we export polymers from our South African operations to the rest of the African continent, Southeast-Asia, Europe and South America. Product from the joint venture PETRONAS Chemicals LDPE plant in Malaysia is sold into Malaysia, India, China, Australia and New Zealand.

        The highest sales volumes of our solvents products are in Europe, the Middle East and Asia. We also sell into the rest of Africa, North America and South Africa. We market our products throughout the world, with a large proportion of our alcohols being distributed in Europe. We are a leading producer of solvents in South Africa. Our competition varies depending on the products sold and includes a number of major international oil and chemical companies. Our competitors include ExxonMobil, BP Chemicals, Chevron Phillips, INEOS, the Dow Chemical Company, Celanese and Eastman.

        We supply fertilisers to the Southern African farming community through bulk sales ex-factory gate, directly to end users or via distributors, co-operatives and competitors. We supply explosives and explosive accessories primarily to the Southern African mining industry, and export explosives-grade ammonium nitrate to the rest of Africa.

Seasonality

        Global polymer demand does not show any marked annual seasonality, although higher demand tends to arise in the third quarter of each calendar year as converters purchase more stock to cater for increased sales over the South African festive season.

        The global polymer industry is, however, cyclical in terms of margins earned, given irregular investment patterns caused by the large capital requirements and size of plants. The duration of a typical cycle is seven years and margins can vary from low trough conditions to extreme peak conditions. During tight supply/demand periods, which usually coincide with increases in economic activity as measured by gross domestic product (GDP), margins may increase disproportionately. Over time, margins reduce as investment is stimulated or as demand slows down in line with GDP. It may happen that excess capacity is installed, which results in margins falling sharply.

        Production and sales volumes of solvents products are generally not subject to seasonal fluctuations but tend to follow broader global industry trends. In terms of the global cyclical nature of our products, periods of high demand and higher prices are followed by an increase in global production capacity which can depress global margins. The global economic crisis has had a detrimental effect on our sales prices, and market demand has shown signs of contraction as a result of increased volatility, caused in

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part by the continuing European debt crisis, as well as slowing growth in China. In 2015, we benefited from higher sales volumes and lower costs. Sales volumes, normalised for the sale of our Solvents Germany and Sasol Polymers Middle East operations in 2014, increased by 2%. Sales prices of the dollar priced chemical basket declined, whilst the weaker rand/US dollar exchange rate positively impacted profit from operations.

Raw materials

        Feedstock for the production of ethylene, propylene and solvents is obtained from Mining and E&PI based on the cost of coal and natural gas and is converted into chemical products through our Secunda Synfuels and Secunda Chemicals Operations.

        Ethane and propane, used as feedstock for the cracker in Malaysia (12% shareholding) (PETRONAS Chemicals Olefins Sdn Bhd), is purchased from PETRONAS at a set price, which escalates annually in line with US inflation rates. These prices are not related to the oil price.

        Our joint venture operation in Malaysia PETRONAS Chemicals LDPE Sdn Bhd buys its ethylene feedstock from PETRONAS Chemicals Olefins at prices related to the Southeast Asian ethylene market.

Marketing channels

        We sell our polymers products in South Africa directly to customers using our own marketing and sales distribution channels. Our sales offices are in Johannesburg, Durban and Cape Town. For exports from South African operations, we sell directly into Southern Africa and through distributors and agents into East and West Africa, the Far East, Europe and South America.

        Our solvents products' operations are in 13 regional sales offices and nine storage hubs in South Africa, Europe, the Asia-Pacific region, the Middle East and the United States. We utilise a number of distributors and agents worldwide as an extension of our sales and marketing force to enable increased market penetration. A combination of product and account managers ensures continued, long-term relationships with our customers. Our in-house sales and administrative staff manage order processing, logistics and collection of payments as well as customer relationships. By using bulk supply facilities situated in China, Dubai, Europe, Singapore, South Africa and the United States, we can make timely deliveries to our customers.

        All fertiliser and explosives production activities are located in Southern Africa. We sell these products mainly within Southern Africa, with increasing exports into Western Africa. Fertiliser products produced at the South Africa Secunda manufacturing plant are limited to ex-works sales as per the agreement with the South African Competition Commission.

Factors on which the business is dependent

        Our plants operate using a combination of proprietary technology developed by Sasol, primarily by our Technology function, as well as technology licensed from various suppliers.

        Our acrylates and n-butanol technology is licensed from the Mitsubishi Chemical Company. Our maleic anhydride technology (utilised in the Sasol Huntsman joint venture) is licensed from Huntsman Corporation. We own the licence to the MiBK technology. The hydroformylation technology for use in our Safol and Octene 3 plants is licensed from Davy Process Technology.

Property, plants and equipment

        In South Africa, Base Chemicals' products are supplied by the Regional Operating Hubs that function as processing facilities. A new ethylene purification unit (EPU) in Sasolburg is yielding

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additional ethylene to support our polymer plants to run continuously. A new propylene stabilisation unit in Secunda, which achieved beneficial operation in June 2014, has improved the extraction of propylene to produce high-value chemicals.

        The following table summarises the main production capacities of the Regional Operating Hubs that produce polymer and monomer products marketed by Base Chemicals:

    Production capacity at 30 June 2015

Product
  South Africa(2)   Malaysia(1)(2)   Total  
 
  (ktpa)
 

Ethylene

    615     72     687  

Propylene

    950     11     961  

LDPE

    220     102     322  

LLDPE

    150         150  

Polypropylene-1

    220         220  

Polypropylene-2

    300         300  

Ethylene dichloride

    160         160  

Vinyl chloride

    205         205  

PVC

    200         200  

Chlorine

    145         145  

Caustic soda

    167         167  

Cyanide

    40         40  

Hydrochloric acid

    90         90  

Calcium chloride

    10         10  

(1)
Includes our attributable share of the production capacity of joint operations.

(2)
Nameplate capacity represents the total saleable production capacity. Due to the integrated nature of these facilities, the requirement for regular statutory maintenance shutdowns and market conditions, actual saleable volumes will be less than the nameplate capacity.

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        The following table summarises the main production capacities of the Regional Operating Hubs that produce solvent products marketed by Base Chemicals:

    Production capacity as at 30 June 2015

Product
   
  South Africa   Germany   Total(1)    
 
   
  (ktpa)
   

Ethylene

        293         293    

•  Acetone

        175         175    

•  MEK

        60         60    

•  MiBK

        58         58    

Glycol ethers

       
   
80
   
80
   

•  Butyl glycol ether

            80     80    

Acetates

       
54
   
   
54
   

•  Ethyl acetate

        54         54    

Mixed alcohols

       
215
   
   
215
   

Pure alcohols

       
473
   
   
473
   

•  Methanol (C1)

        140         140    

•  Ethanol (C2)
 

        114         114    

•  n-Propanol (C3)
 

        54         54    

•  Isopropanol (C3)
 

                   

•  n-Butanol (C4)
 

        150         150    

•  iso-Butanol (C4)
 

        15         15    

Acrylates

       
125
   
   
125
   

•  Ethyl acrylate

        35         35    

•  Butyl acrylate

        80         80    

•  Glacial acrylic acid

        10         10    

Maleic anhydride
 

       
   
53
   
53
   

Other

        19         19    

(1)
Consolidated nameplate capacities excluding internal consumption and including our attributable share of the production capacity of our Sasol Huntsman joint venture.

Nameplate capacity represents the total saleable production capacity. Due to the integrated nature of these facilities, the requirement for regular statutory maintenance shutdowns and market conditions, actual saleable volumes will be less than the nameplate capacity.

        Approximately 90% of our production capacity is located at sites in South Africa and 10% in Germany. Our second MiBK plant at Sasolburg, with a nameplate capacity of 30 ktpa, started up in April 2010.

Performance Chemicals

Nature of operations and principal activities

        Performance Chemicals markets commodity and differentiated performance chemicals products which include the organics, inorganics and wax value chains. We work to further develop our strengths in product differentiation through technological leadership and a strong customer focus, which includes integration into applications. This ensures a business with higher margins and returns.

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        Among our products are surfactants and intermediates, alcohols, alkylates, co-monomers, specialty aluminas, waxes, phenolics, ammonia, cobalt catalyst, carbon as well as specialty gases.

Organics

        These products include linear alkyl benzene (LAB) which is used in LAB sulfonate-detergents, industrial and institutional cleaning products, N-paraffins and n-olefins are used in LAB, oxo-alcohols, detergents, industrial cleaning products, institutional cleaning products. Alcohols (linear and semi-linear C6 to C22) are used in surfactants, specialty plasticisers, detergents, industrial and institutional cleaning products, metalworking, flavours and fragrances, personal care, cosmetics, plastic additives, textiles and agriculture. Surfactants and intermediates are used in industrial and institutional products, metalworking, flavours and fragrances, personal care, cosmetics, plastic additives, textiles and agriculture. A portion of these products are used internally for the production of downstream surfactants.

        Our ethane-based cracker in Lake Charles, Louisiana, produces ethylene for the US market. A portion of the ethylene produced is used internally. Ethylene is also used in plastic manufacturing, alcohols and ethylene oxide. Co-monomers such as 1-hexene and 1-octene are used in the production of polyethylene. A portion of these products are used internally for the production of downstream surfactants.

Inorganics and catalysts

        These products involve mainly specialty aluminas and related products. The inorganics specialities are further processed by means of a variety of technical processes to adapt the product characteristics to highly specialised products. The inorganics division also manufactures shaped catalyst carriers, cobalt catalysts for current and future GTL ventures, as well as ultra-high purity alumina for sapphire applications as required for LED lighting.

Wax

        Wax products are being produced both from FT synthesis as well as via the traditional petrochemical route. The product range includes waxy oils, liquids paraffins, medium waxes, hard waxes, wax emulsions and petroleum jellies. Medium wax is used in the production of construction board, industrial applications such as tyres and paper coatings, candles, personal care, adhesives, as well as a number of other applications. Hard wax is used in bitumen modification, inks and coatings, hot melt adhesives and polymer processing. Waxy oils and liquid paraffins are used in drilling fluids, aerosols and chlorination for plastics.

Other products

        Ammonia is used for the manufacturing of explosives and fertiliser. Calcined coke is used for the manufacture of anodes for the aluminium, steel and titanium smelting industry.

Principal markets

        The highest sales volumes of our organic products are in Europe and North America, and we also sell in other regions including Asia and South Africa. The bulk of the production from the organic product group ends up as surfactants, either produced internally (our surfactants product group) or by other parties having acquired the intermediates from us. The bulk of these surfactants result in the making of detergents and industrial or institutional cleaning products. The main competitors include Shell and Cepsa in n-paraffins; and Huntsman Corporation, Cepsa and ISU in the LAB market.

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        Although a substantial portion of the alcohols and resultant surfactants products also end up in detergents and industrial and institutional cleaning products, these products also find wide application in industries such as metalworking, flavours and fragrances, personal care, cosmetics, plastic additives, textiles and agriculture. The main competitors include Shell and BASF, as well as a growing number of oleochemical alcohol producers in Southeast Asia.

        We sell ethylene, based on ethane as feedstock, to plastic manufacturers in the US Gulf Coast region. It is also used internally to manufacture alcohols and ethylene oxide.

        The highest sales volumes of our wax products are in Europe and South Africa, and we also sell into the Middle East, Asia and North America. The world market for waxes is about 4 500 ktpa and our main competitors in the commodity market are ExxonMobil, Shell, China Oil and Sinopec.

        Specialty aluminas and related products from the inorganic division are used in a broad range of applications, including catalyst support, raw material for ceramics, coatings, polymer additives and synthetic sapphires. Our competitors in aluminas include UOP and Sumitomo. Our highest sales volumes are in Europe and North America, but we also sell into Asia and South Africa.

Seasonality

        There is very little seasonality associated with our products or the markets in which they are sold. Cyclicality of this business is more related to the general chemical investment cycle, which impacts the supply side of the market equation. Many of the markets that we serve typically follow global and regional gross domestic product growth trends and are therefore impacted more by macroeconomic factors.

        The main feedstocks used in this business are kerosene, benzene, ethane, ethylene, oleochemical and aluminium (all purchased externally with the exception of some portion of our ethylene which is produced at our Lake Charles facility and the Fischer-Tropsch-based feedstock used for our South African alcohol, wax, ammonia, phenolics and co-monomer production). The prices of most of these materials are related to crude oil and energy pricing. They follow reasonably closely the movement of crude oil and energy pricing and, to a lesser extent, lauric oils. In view of the expected increase in oleochemical-based alcohol production, the differential between crude oil and lauric oils is expected to become increasingly important in determining competitiveness.

Marketing channels

        Over 90% of Performance Chemicals' products are sold directly to end-user customers. We use a limited number of distributors. Approximately 60% of our total sales are conducted under annual and, in some cases, multi-year contracts.

Factors upon which the business is dependent

        The business, especially our margin, is dependent on the supply and demand of the various products that we make as well as the feedstock costs. Demand growth is typically GDP driven with some exceptions of higher growth products and markets. Supply is primarily influenced by the build-up of new capacity in developing regions, especially China, India and Southeast Asia. Feedstock costs generally follow the trends of crude oil and vegetable oil.

        We are in the process of obtaining the relevant data required to comply with the EU REACH regulation, which became effective in June 2007. We have already complied with the first two major deadlines by registering our highest volume products (tiers one and two). We are now working on the next tier of products (volumes below 100 tons per year) with a deadline of 31 May 2018. We estimate that the total cost of compliance over the 10-year registration period amounts to €22 million. To date, we have incurred €15,8 million to comply with REACH.

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Property, plants and equipment

        The following table summarises the the main production capacities of the Regional Operating Hubs for products marketed by Performance Chemicals.

    Production capacity at 30 June 2015

Product
  Facilities location   Total(1)  
 
   
  (ktpa)
 

Surfactants

  United States, Europe, Far East     1 000  

C6+ alcohol

  United States, Europe, South Africa, Far East     630  

Ethylene

  United States     455  

Inorganics

  United States, Europe     70  

Paraffins and olefins

  United States, Europe     750  

LAB

  United States, Europe     435  

C5-C8 alpha olefins

  United States, South Africa     456  

Paraffin wax and wax emulsions

  Europe     430  

FT-based wax and related products

  South Africa     280  

Paraffin wax

  United States, South Africa     130  

(1)
Nameplate capacity represents the total saleable production capacity. Due to the integrated nature of these facilities, the requirement for regular statutory maintenance shutdowns and market conditions, actual saleable volumes will be less than the nameplate capacity.

Group Functions

Nature of the operations and principal activities

        Our Group Functions focus on delivering fit-for-purpose, enabling and supportive business services and solutions to our integrated values chain with centralised accountability.

        Group Functions include Financial Control Services, Assurance Services, Supply Chain, Technology, Strategy, Corporate Finance, Business Development and Portfolio, Planning and Optimisation, Investor Relations, Information Management, Human Resources, Governance, Compliance and Ethics, Risk and Safety, Health and Environment, Public Affairs and Legal, IP and Regulatory Affairs.

        By grouping entities based on their capabilities and areas of specialisation, the new operating model allows Group Functions to focus on what they do best: ensuring governance, developing Group policies, providing strategic direction and delivering fit-for-purpose, enabling and supportive business services and solutions.

        Technological innovation is at the heart of Sasol's success. The Research & Technology, Capital Projects, Planning & Optimisation (P&O) and Engineering functions worked in the year to deliver technological improvements to our plants and processes as well as develop new technologies. By executing capital projects—among them mostly notably the Fischer-Tropsch wax expansion project, initial project work on the Lake Charles Chemicals Project, the Mozambique power plant and the Nigerian GTL facility—they supported the Group's strategy.

Legal proceedings and other contingencies

        Sasol Nitro—As previously reported, Sasol Nitro, formerly a division of Sasol Chemical Industries (Proprietary) Limited (SCI), concluded a settlement agreement with the Competition Commission of South Africa (the Commission) in May 2009. This settlement agreement was in full and final settlement of contraventions relating to price fixing, market division and collusive tendering.

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        In May 2012, 58 individual farmers, through facilitation of the Transvaal Agricultural Union, filed civil claims totalling approximately R52 million against SCI. The applicants alleged that they had been overcharged by SCI for products purchased, and that this overcharge arose from conduct which was admitted to by SCI in the settlement agreement concluded with the Commission in May 2009.

        In January 2015, SCI reached a settlement with all 58 farmers which constitutes a full and final settlement of this matter. The settlement was not material to the Group.

        Sasol Chemical Industries—complaint referral by Omnia—On 31 August 2011, Omnia Group (Pty) Ltd (Omnia) submitted a complaint against SCI to the Commission. The complaint related to, inter alia, allegations of excessive pricing for ammonia and price discrimination in respect of ammonia.

        On 7 March 2012, the Commission issued a notice of non-referral in respect of the complaint on the grounds that the conduct complained of was substantially the same as the conduct in respect of which the Commission had concluded a settlement agreement with Sasol in July 2010.

        On 5 April 2012, Omnia referred the complaint themselves to the South African Competition Tribunal (the Tribunal). Omnia alleged that:

    SCI charged Omnia an excessive price for ammonia during the period from May 2006 to December 2008;

    SCI had prevented Omnia from expanding within the markets for the supply of certain fertilisers during this period; and

    SCI had engaged in prohibited price discrimination in respect of ammonia.

        SCI did not agree with the allegations made, which were substantially similar to allegations in a civil claim for damages instituted by Omnia in 2009. SCI initiated its defence in both matters.

        On 6 October 2014, both the competition matter and the arbitration were commercially settled between SCI and Omnia and Omnia has withdrawn its complaint against SCI. The settlement constitutes a full and final settlement between SCI and Omnia. The settlement was not material to the Group.

        Sasol Wax    As previously reported, on 1 October 2008, the European Commission found that members of the European wax industry, including Sasol Wax GmbH, had formed a cartel and violated antitrust laws. A fine of EUR 318,2 million was imposed by the European Commission on Sasol Wax GmbH and was subsequently paid. On 15 December 2008, all Sasol companies affected by the decision lodged an appeal with the European Union's General Court against the decision of the European Commission on the basis that the fine is excessive and should be reduced. On 11 July 2014, the European General Court reduced the fine by EUR 168,22 million to EUR 149,98 million. The European Commission did not appeal the decision. Sasol accounted for this as a post balance sheet adjusting event in the 2014 income statement. The refund was received in August 2014.

        As a result of the fine imposed on Sasol Wax GmbH, on 23 September 2011, Sasol Wax GmbH and Sasol Wax International AG were served with a law suit in the Netherlands by a company to which potential claims for compensation of damages have been assigned to by eight customers. On 19 June 2015, Sasol and the plaintiffs concluded a full and final settlement. The settlement was not material to the Group. The plaintiffs have formally withdrawn the law suit against Sasol.

        Sasol Polymers—The Commission alleges that SCI charged excessive prices for propylene and polypropylene in the South African market from 2004 to 2007. Sasol disputes the Commission's allegations. In 2010, the matter was referred by the Commission to the Tribunal. The matter was heard before the Tribunal during 2013.

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        On 5 June 2014, the Tribunal released its decision in respect of Sasol Polymers' pricing of propylene and polypropylene. In its decision, the Tribunal made a finding against SCI in relation to its pricing of both propylene and polypropylene, for the period in question. In respect of purified propylene, the Tribunal imposed an administrative penalty of R205,2 million. In respect of polypropylene, the Tribunal imposed an administrative penalty of R328,8 million. In addition, the Tribunal also ordered revised future pricing of propylene and polypropylene.

        On 27 June 2014, SCI filed an appeal against the decision of the Tribunal with the South African Competition Appeal Court (CAC). On 11 July 2014, the Commission delivered a Notice of Cross-Appeal requesting the Competition Appeal Court to increase the administrative penalties imposed on SCI to R1 094 million for propylene, and R1 754 million for polypropylene.

        On 17 June 2015, the CAC handed down its judgment which upheld SCI's appeal. The CAC set aside the decision of the Competition Tribunal and replaced it with the order that the complaint referral was dismissed. Following the ruling, SCI reversed the provision of R534 million for potential penalties.

        On 23 July 2015, the Commission filed an application with the Constitutional Court in which it is seeking leave to appeal the decision of the CAC to the Constitutional Court. Sasol submitted its responding affidavit on 6 August 2015 and are awaiting a decision by the Constitutional Court. The outcome of this matter cannot be estimated at this point in time and accordingly, no provision was recognised at 30 June 2015.

Abuse of dominance investigation—Sasol Chemical Industries (Sasol Polymers), Sasol Synfuels, Sasol Oil and Sasol Limited

        In November 2011, Safripol (Pty) Ltd (Safripol) initiated a complaint with the Commission against SCI. In the complaint, Safripol alleged that SCI had contravened various sections of the Competition Act with regard to pricing and supply of propylene and ethylene. Safripol subsequently withdrew the complaint.

        The Commission however elected to continue with its investigation into the matter. Sasol was informed of the investigation in a letter from the Commission dated 30 July 2011. The Commission alleges that Sasol engaged in the following conduct:

    Excessive pricing of propylene and ethylene required by Safripol;

    Constructive refusal to supply scarce goods (namely propylene and ethylene);

    Margin squeezing in respect of the supply of propylene and polypropylene; and

    Price discrimination in relation to the sale of propylene and ethylene.

        The Commission stated in the abovementioned letter that as the alleged conduct relates to pricing of inputs, and may be linked with the pricing and supply of feedstock propylene and ethylene, their investigation extends to Sasol Limited, Sasol Oil, Sasol Synfuels and SCI. The period under investigation is from 2008 to date.

        On 22 December 2014, the Commission issued summons against employees of SCI, Synfuels, Sasol Oil and Sasol Limited whereby the Commission sought copies of documents and information from the employees. The responses in respect of all four summonses were submitted to the Commission on 31 March 2015. The outcome of this matter cannot be estimated at this point in time and accordingly, no provision was recognised at 30 June 2015.

        Sasol Oil—Commercial diesel    On 24 October 2012, the Commission referred allegations of price-fixing and market division against Chevron SA, Engen, Shell SA, Total SA, Sasol Limited, Sasol Oil,

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BP SA and the South African Petroleum Industry Association ("SAPIA") to the Tribunal for adjudication.

        The Commission is alleging that the respondents exchanged commercially sensitive information, mainly through SAPIA, in order to ensure that their respective prices for commercial diesel followed the Wholesale List Selling Price published by the Department of Energy. This is not a new matter and Sasol began engaging with the Commission in this regard in 2008 as part of its group-wide competition law compliance review, which preceded the Commission's investigation into the liquid fuels sector.

        Sasol has reviewed the Commission's referral documents and does not agree with the Commission's allegations. Sasol is assessing the legal options available to it. The outcome of this matter cannot be estimated at this point in time and accordingly, no provision was recognised at 30 June 2015.

        Sasol Mining—Claimed compensation for lung diseases    On 2 April 2015, 22 plaintiffs (one current and 21 former employees) instituted action against Sasol Mining (Pty) Limited in the High Court in Gauteng, South Africa, for allegedly having contracted lung diseases while working at its collieries. The plaintiffs allege that they were exposed to harmful quantities of coal dust while working underground for Sasol Mining and that the company failed to comply with various sections of the Mine Health and Safety Act, 1996, failed to comply with various regulations issued in terms thereof; and failed to take effective measures to reduce the exposure of mine workers to coal dust. All of which the plaintiffs allege increased the risk for workers to contract coal dust related lung diseases.

        This lawsuit is not a class action but rather 22 individual cases, each of which will be judged on its own merits. The plaintiffs seek compensation for damages relating to past and future medical costs and loss of income as well as general damages amounting to R82,5 million in total. Sasol Mining is defending the claim. It is not possible at this stage to make an estimate of the likelihood that the plaintiffs will succeed with their claim and if successful, what the quantum of damages would be that the court will award. Therefore, no provision was made at 30 June 2015.

        Other    From time to time, Sasol companies are involved in other litigation, tax and similar proceedings in the normal course of business. A detailed assessment is performed on each matter, and a provision is recognised where appropriate. Although the outcome of these proceedings and claims cannot be predicted with certainty, the company does not believe that the outcome of any of these cases would have a material effect on the group's financial results.

Competition matters

        Sasol continuously evaluates its compliance programmes and controls in general, and its competition law compliance programme and controls. As a consequence of these compliance programmes and controls, including monitoring and review activities, Sasol has also adopted appropriate remedial and/or mitigating steps, where necessary or advisable, lodged leniency applications and made disclosures on material findings as and when appropriate. These ongoing compliance activities have already revealed, and may still reveal, competition law contraventions or potential contraventions in respect of which we have taken, or will take, appropriate remedial and/or mitigating steps including lodging leniency applications.

        The Commission is conducting investigations into the South African liquid petroleum gas and polymer industries. Sasol continues to interact and co-operate with the Commission in respect of the subject matter of current leniency applications brought by Sasol, conditional leniency agreements concluded with the Commission, as well as in the areas that are subject to the Commission's investigations.

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Environmental Orders

        Sasol is subject to loss contingencies pursuant to numerous national and local environmental laws and regulations that regulate the discharge of materials into the environment and that may require Sasol to remediate or rehabilitate the effects of its operations on the environment. The contingencies may exist at a number of sites, including, but not limited to, sites where action has been taken to remediate soil and groundwater contamination. These future costs are not fully determinable due to factors such as the unknown extent of possible contamination, uncertainty regarding the timing and extent of remediation actions that may be required, the allocation of the environmental obligation among multiple parties, the discretion of regulators and changing legal requirements.

        Sasol's environmental obligation accrued at 30 June 2015 was R11 022 million compared to R11 013 million at 30 June 2014. Included in this balance is an amount accrued of approximately R3 204 million in respect of the costs of remediation of soil and groundwater contamination and similar environmental costs. These costs relate to the following activities: site assessments, soil and groundwater clean-up and remediation, and on-going monitoring. Due to uncertainties regarding future costs the potential loss in excess of the amount accrued cannot be reasonably determined.

        Although Sasol has provided for known environmental obligations that are probable and reasonably estimable, the amount of additional future costs relating to remediation and rehabilitation may be material to results of operations in the period in which they are recognised. It is not expected that these environmental obligations will have a material effect on the financial position of the group.

Regulation

        The South African government has, over the past 20 years, introduced a legislative and policy regime with the imperative of redressing historical, social, and economic inequalities, as stated in the Constitution of the Republic of South Africa, by way of the empowerment of historically disadvantaged South Africans (HDSAs) in the areas of ownership, management and control, employment equity, skills development, procurement, enterprise development and socio-economic development.

        The majority of our operations are based in South Africa, but we also operate in numerous other countries throughout the world. In South Africa, we operate coal mines and a number of production plants and facilities for the storage, processing and transportation of raw materials, products and wastes related to coal, oil, chemicals and gas. These facilities and the respective operations are subject to various laws and regulations that may become more stringent and may, in some cases, affect our business, operating results, cash flows and financial condition.

Empowerment of historically disadvantaged South Africans

Broad-based Black Economic Empowerment Act, 53 of 2003

        Sasol is well aligned with the economic transformation and sustainable development objectives embodied in the South African legislative and regulatory framework governing Broad-based Black Economic Empowerment (B-BBEE). The key elements of this framework are the B-BBEE Act, the Codes of Good Practice (the new Codes were gazetted on 11 October 2013, with a transition period until 30 April 2015) for B-BBEE issued by the Minister of Trade and Industry in terms of the Act (the Codes), as well as the Charters (i.e. the Mining Charter and Liquid Fuels Charter in South Africa addressing employment equity) adopted by the various sectors within which Sasol operates businesses and related scorecards. The measures discussed below reflect Sasol's commitment to giving meaningful effect to the letter and spirit of the B-BBEE legislative and regulatory framework.

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Sasol Inzalo share transaction

        The Sasol Inzalo share transaction is one of the major broad-based black economic empowerment initiatives undertaken by Sasol. Its components include employee trusts, the Sasol Inzalo Foundation, a transaction for selected participants, as well as a public offering targeted at black participants. It resulted in the transfer of beneficial ownership of 10% (63,1 million shares) of Sasol Limited's issued share capital before the implementation of this transaction to its employees and a wide spread of black South Africans (BEE participants).

        It has a tenure of 10 years and the effective date of the transaction for the Employee Trusts and the Sasol Inzalo Foundation was 3 June 2008. The effective date of the transaction for the selected participants was 27 June 2008. The effective date for the black public invitations was 8 September 2008. Refer to "Item 5A—Operating results—Sasol Inzalo share transaction".

The Mining Charter

        In October 2002, the government and representatives of South African mining companies and mineworkers' unions reached broad agreement on the Mining Charter, which is designed to facilitate the participation of HDSAs in the country's mining industry.

        The Mining Charter, together with a scorecard which was published on 18 February 2003 to facilitate the interpretation of and compliance with the Mining Charter (the scorecard), requires mining companies to ensure that HDSAs hold at least 15% ownership of mining assets or equity in South Africa within five calendar years and 26% ownership within 10 calendar years from the enactment of the new MPRDA which came into force on 1 May 2004.

        The Mining Charter was revised after the initial five year period and the revised Mining Charter became effective on 13 September 2010. The revised Mining Charter stated objectives include the:

    Promotion of equitable access to the nation's mineral resources to all the people of South Africa;

    Substantial and meaningful expansion of opportunities for HDSAs to enter the mining and minerals industry and to benefit from the exploitation of the nation's mineral resources;

    Utilisation and expansion of the existing skills base for empowerment of HDSAs and to serve the community;

    Promotion of employment and advancement of the social and economic welfare of mine communities and major labour sending areas;

    Promotion of beneficiation of South Africa's mineral commodities; and

    Promotion of sustainable development and growth.

        The scorecard reporting template released by the Department of Mineral Resources (DMR) also added further elements, not contained in the revised Mining Charter. The DMR confirmed during a submission to the Parliamentary Portfolio Committee that the Mining Charter targets for 2014 will also apply for the 2015 calendar year. The DMR indicated that Mining Charter 3 will be finalised by February 2016. It is uncertain whether the revised Mining Charter will be aligned with the revised Department of Trade and Industry Codes of Good Practice (DTI Codes) which came into effect during October 2013.

        The President of South Africa gazetted the new Codes of Good Practice for broad-based black economic empowerment (B-BBEE) on 11 October 2013, with a transition period until 30 April 2015. These codes provide a standard framework for the measurement of B-BBEE across all sectors of the

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economy, other than sectors that have their own sectoral transformation charters (e.g. the mining industry).

        Further, the B-BBEE Amendment Act was enacted on 27 January 2014. The B-BBEE Amendment Act makes compliance with the Codes of Good Practice compulsory for all industries. The B-BBEE Amendment Act provides that where any black economic empowerment legislation existed prior to the implementation of the B-BBEE Amendment Act, the B-BBEE Amendment Act will prevail. This is commonly referred to as the trumping provision. It is uncertain to what extent the revision of the Mining Charter, the revised DTI Codes and the trumping provisions will have an impact on our mining operations.

        On 11 October 2007, Sasol Mining announced the implementation of a BEE transaction valued at approximately R1,8 billion in terms whereof a black-woman controlled mining company called Ixia Coal (Pty) Ltd (Ixia), acquired 20% of Sasol Mining's shareholding through the issue of new shares. The transaction increased Sasol Mining's BEE ownership component by 20%. The effective date of the Ixia Coal transaction was 29 September 2010, when the remaining conditions precedent were met. Refer to "Item 5A—Operating results—Sasol Mining Ixia BEE transactions".

        We are a participant in transformation charters in the liquid fuels and mining industries in South Africa, pursuant to which we have undertaken to enable HDSA's to hold at least 25% equity ownership in our liquid fuels business and 26% equity ownership in our mining business by 2014. We have met these targets, with Sasol Mining's BEE ownership currently above 40%.

The Liquid Fuels Charter

        In 2000, following a process of consultation, the Department of Minerals and Energy (now the Department of Energy) and a number of companies in the liquid fuels industry, including Sasol Oil, signed the Liquid Fuels Charter (the Charter) which sets out the principles for the empowerment of HDSA's in the South African petroleum and liquid fuels industry. The Charter requires liquid fuels companies, including Sasol Oil, to ensure that HDSAs hold at least 25% equity ownership in the South African entity holding their operating assets by the end of a period of 10 years from the date of the signing of the Charter.

        In order to meet the equity ownership objective of the Charter, Sasol Limited concluded a black economic empowerment (BEE) transaction with an HDSA owned company, Tshwarisano LFB Investment (Pty) Ltd (Tshwarisano), in terms of which Sasol Limited disposed of 25% of its shareholding in Sasol Oil to Tshwarisano. Refer to "Item 5A—Operating results—Broad-based Black Economic Empowerment transactions".

        The Charter also requires liquid fuels companies to adopt policies to further other empowerment objectives of the Charter, among other things, employment equity, preferential procurement and skills development.

        The Charter further provides for the evaluation by the Department of Energy, from time to time, of the industry's progress in achieving the objectives of the Charter. Given the fact that the aforementioned 10 year period had run its course, the Department of Energy initiated a compliance audit in respect of the Charter in the latter part of the 2010 calendar year. Sasol Oil's compliance with the Charter was audited during the first half of the 2011 calendar year and the final industry report, albeit that the written report has not yet been issued to industry, has been discussed with industry by the Department of Energy on an aggregated basis.

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BEE policies and legislation

        The Broad-based Black Economic Empowerment Act, underpinned by the scorecard setting out clear targets for broad-based BEE, was promulgated into law on 9 February 2003. The scorecard measures the following areas:

    ownership;

    management and control;

    employment equity;

    skills development;

    procurement;

    enterprise development; and

    socio-economic development.

        With effect from 1 July 2006, Sasol Oil met the 25% BEE ownership target, with Tshwarisano holding 25% of the shares in Sasol Oil in line with the Charter.

Employees

        In keeping with the spirit of the Charter, as well as the Employment Equity Act, we have set employment equity targets. This requires that advantageous treatment be given to HDSAs in aspects of employment such as hiring and promotion. Employment equity targets are set out and reviewed periodically to ensure that they are met. Special training and mentorship programmes are in place to create a work environment that is suited to the successful nurturing of HDSA staff.

Procurement

        Procurement is a crucial element of BEE as set out in the Charter, as well as in other industry charters and government policy. BEE procurement affords smaller industry players the opportunity to participate meaningfully in the sector. As prescribed in the Charter, HDSA owned companies are accorded preferred supplier status as far as possible.

Corporate social investment

        We focus on facilitating the socio-economic development of the communities in which we operate, through partnerships with key stakeholders in these communities.

        Social investment is presently channelled into three main areas:

    Education and skills development: developing skills and providing resources for schools, with a focus on science, technology, engineering and mathematics, providing undergraduate bursaries, supporting university collaborations including postgraduate studies, investing in youth development with a focus on entrepreneurial and vocational skills development, as well as developing technical skills and capacity;

    Community development: investing in the communities in which we operate through socioeconomic and local development programmes, including health, infrastructure, sport and culture, and enterprise development; and

    Environment: protecting the environment, through initiatives including sustainable water use and loss prevention, energy access and security, creating value from waste, air quality improvements, and biodiversity.

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The Restitution of Land Rights Act, 22 of 1994

        Our privately held land could be subject to land restitution claims under the Restitution of Land Rights Act, 22 of 1994. Under this act, any person who was dispossessed of rights to land in South Africa as a result of past racially discriminatory laws or practices is granted certain remedies, including, but not limited to:

    restoration of the land claimed with or without compensation to the holder;

    granting of an appropriate right in alternative state-owned land to the claimant; or

    payment of compensation by the state or the holder of the land to the claimant.

        The Restitution of Land Rights Amendment Act became law in February 2004. This act would entitle the minister to expropriate land in the absence of an agreement. Such an expropriation could be for restitution or other land reform purposes. Compensation payable to the owner of the land would be subject to the provisions of the Expropriation Act 63 of 1975 and section 25(3) of the South African Constitution which provides, in general, that compensation must be just and equitable.

        All claims had to have been lodged with the Land Claims Commission by 31 December 1998. The Restitution of Land Rights Amendment Bill of 2013 that was passed by the National Assembly and the National Council of Provinces on 25 February 2014 and 27 March 2014, respectively, reopens the period for filing of land claims by extending the period until 31 December 2018.

        Sasol has been notified of a potential land claim over a property that belongs to Sasol South Africa (Pty) Ltd, namely the farm Goedehoop 301 IS. Although we have not received any written confirmation in respect of the remedy that will be granted to the claimants in this matter, the Land Claims Commission did indicate verbally that they acknowledge that the land is not suitable for restoration of ownership and all indications are that compensation may be paid to the claimants by the government.

        In 2012, Sasol received a notification of a further land claim instituted over parts of the farm Grootvlein 293 IS. Sasol Mining is the owner of Portions 13 and 29 of the farm Grootvlein 293 IS. At this stage it is unclear which portions of the farm fall within the land claim and whether the claim has any merit.

        In February 2013, Sasol received a notification of a further land claim instituted over Portion 8 of the farm Rietvley 320 IS that belongs to Sasol South Africa (Pty) Ltd. A new ash dam will be partly constructed on this property. This property is already traversed by a Sasol Mining conveyor belt and another conveyor belt is expected to cross the property in future. Sasol has engaged with the Land Claims Commission and the claimants on this issue to resolve the matter.

        Another piece of land was identified to be sold to the Land Claims Commission in place of Portion 8 of Rietvley 320 IS, subject to the withdrawal of the claim.

Regulation of mining activities in South Africa

The Mineral and Petroleum Resources Development Act (MPRDA)

        A fundamental shift in the regulation of mineral resources was brought about by the MPRDA, which came into effect on 1 May 2004. As a result of this legislation, South Africa transitioned from private ownership of minerals to a system where the state will act as the custodian of all mineral resources, and is entrusted with the responsibility of regulating the mining industry to the benefit of the nation. The MPRDA recognises that the mineral resources of the country are the common heritage of all South Africans and therefore belong to all citizens of South Africa. The MPRDA introduced a comprehensive statutory framework whereby the state, as guardian of mineral resources, may grant prospecting and mining rights to applicants who comply with the required minimum criteria. The

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MPRDA also introduced extensive new requirements for prospecting- and mining work programmes and the prescribed social and labour plans which accompany applications for mining rights. The MPRDA adopts the environmental management principles and environmental impact assessment provisions of the National Environmental Management Act (NEMA).

        Whilst the implementation of the 2008 MPRDA Amendment Act had some impact on our business, the 2013 MPRD Amendment Bill initially contained several clauses which caused significant concerns for Sasol Mining, as well as the mining industry as a whole. The Department of Mineral Resources eventually reached a compromise with the industry and changed the wording of almost all of the contentious provisions. Although far from ideal, these amendments were acceptable to most industry members. The provision which entitles the government to a free carried interest in all new petroleum ventures still remains a concern. A number of critical issues will be dealt with in the new regulations to be published under the MPRD Amendment Bill. These regulations are not yet available and their impact on Sasol remains unclear.

Mining rights

        All Sasol Mining's old order prospecting and mining rights have been converted to new order rights. Sasol Mining's mining rights in respect of its Mpumalanga operations (Secunda Complex) as well as its Sigma: Mooikraal operations in the Free State have been extended to 2040, and can be renewed for further periods of 30 years at a time.

        We are a participant in transformation charters in the mining industry in South Africa, pursuant to which we have undertaken to enable historically disadvantaged South Africans to hold at least 26% equity ownership, by 2014, in our mining business. We have met these targets, with Sasol Mining's BEE ownership currently above 40%. Sasol Mining achieved an overall score of 99% for its Secunda operations and 90% for Sigma: Mooikraal operations with regard to its Mining Charter compliance for the 2014 calendar year. The scores were verified by an independent verification agency during February 2015. Further, royalties from mining activities are payable to the state, as from 1 March 2010, under provisions contained in the Mineral and Petroleum Resources Royalty Act, 28 of 2008, and the Mineral and Petroleum Royalty Administration Act, 29 of 2008. The most significant feature of the legislation is that the royalty is determinable in accordance with a formula-based system. The impact on Sasol Mining for the year ended 30 June 2015 is a cost of R106,6 million (2014—R51,9 million). The royalty is deductible for normal income tax purposes.

Regulation of pipeline gas activities in South Africa

The Gas Act

        The Gas Act, which is currently being revised, came into effect on 1 November 2005. The Gas Act regulates matters relating to gas transmission, storage, distribution, liquefaction and re-gasification activities. Among its stated objectives are:

    promoting the efficient development and operation of the respective facilities and the provision of respective services in a safe, efficient, economically and environmentally responsible way;

    promoting companies in the gas industry that are owned or controlled by HDSAs;

    promoting competition and investment in the gas markets; and

    securing affordable and safe access to gas services.

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        The Gas Act provides for the National Energy Regulator of South Africa (NERSA) to regulate the pipeline gas industry and the issue licences for a range of activities including:

    the construction, conversion or operation of gas transmission, storage, distribution, liquefaction and re-gasification facilities; and

    trading in gas.

        NERSA has the authority to determine maximum prices for distributors, reticulators and all classes of consumers, where there is inadequate competition as contemplated in the South African Competition Act. The Gas Act gives NERSA the authority to impose fines and other punitive measures for failure to comply with the licence conditions and/or the provisions of the Gas Act.

The National Energy Regulator Act

        The National Energy Regulator Act came into operation on 15 September 2005. The National Energy Regulator Act provides for the establishment of a regulator to regulate the piped gas, petroleum pipeline and electricity industries. On 1 November 2005, NERSA, pursuant to the National Energy Regulator Act, came into existence.

        A draft National Energy Regulator Amendment Bill has been published for comment and Sasol has subsequently commented on the proposed changes.

        All construction activities relating to the distribution and transmission pipeline networks of Sasol Gas are undertaken, subject to the relevant construction licences as prescribed by the Gas Act. All gas trading, distribution and transmission activities of Sasol Gas are undertaken, subject to the applicable licences issued by NERSA.

The Mozambique Gas Pipeline Agreement (Regulatory Agreement)

        This Mozambique Gas Pipeline agreement entered into between Sasol Limited and the South African Government, represented by the Minister of Minerals and Energy, and the Minister of Trade and Industry in connection with the introduction of natural gas by pipeline from Mozambique into South Africa, was incorporated into the Gas Act through the reference thereto in Section 36 of the Gas Act. The Gas Act provides that the terms of the agreement bind the Gas Regulator for a period until 10 years after natural gas is first received from Mozambique (26 March 2004). From the date of the conclusion of the agreement, the terms of the agreement relating to the following matters constitute conditions of the licences to be issued to Sasol Gas and Rompco under the Gas Act:

    our rights and periods granted in respect of transmission and distribution of gas;

    third party access to the transmission pipeline from Mozambique and to certain of our pipelines;

    prices we charge for gas;

    our obligation to supply customers, distributors and reticulators with gas; and

    the administration of the agreement.

        The 10 year regulatory dispensation negotiated with the South African government with respect to the supply of Mozambican natural gas to the South African market expired in March 2014. Accordingly, on 25 March 2014, the transmission tariffs for piped gas and gas prices charged by Sasol Gas were subject to regulation by NERSA. In this regard, NERSA has promulgated the tariff methodology that will apply to gas transmission and storage operations. NERSA has published the methodology that will apply to the approval of maximum prices in terms of the Gas Act.

        Pursuant to the approved tariffs and maximum prices, Sasol Gas implemented a standardised pricing mechanism in its supply agreements with customers in compliance with the applicable regulatory

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and legal framework. Seven of Sasol Gas' largest customers initiated a judicial review of the NERSA decisions relating to its maximum price and tariff methodologies and NERSA's decision on Sasol Gas's maximum price application. The review application proceedings have been completed and Sasol is awaiting the judgement. It is uncertain how the outcome of this review application will affect the tariffs and gas prices that Sasol Gas charges.

The Gas Regulator Levies Act

        The Gas Regulator Levies Act came into effect on 1 November 2005. It provides for the imposition of levies by the Gas Regulator on the amount of gas delivered by importers and producers to inlet flanges of transmission or distribution pipelines. These levies will be used to meet the general administrative and other costs of the gas regulation activities of NERSA and the functions performed by NERSA in this regard. During the NERSA financial year which ended on 31 March 2015, Sasol Gas paid a total amount of R67 million (2014—R52 million) in levies under this Act. For the NERSA financial year ending on 31 March 2016, the levies promulgated are R0,3273/GJ. It is anticipated that approximately R58 million will be paid in levies during this period.

Regulation of petroleum-related activities in South Africa

The Petroleum Products Amendment Act (Amendment Act)

        The Amendment Act which became effective in 2006 prescribes that a person may not be involved in the activities of manufacturing, wholesaling, holding or development of retail sites and retail sale of petroleum products without the appropriate licence having been issued in terms of the Amendment Act. The Amendment Act deems any person, who was, at the time of commencement of amending the Petroleum Products Act in 2003, involved in the aforementioned activities, to be a holder of a licence for that activity, provided such person has applied for a licence. With the exception of licences for new retail site developments, applications are approved per site on an on-going basis. Sasol Oil is not at risk from a licensing perspective.

        The Amendment Act entitles the Minister of Energy to regulate the prices, specifications and stock holding of petroleum products and the status in this regard is as follows:

    A regulatory price review was conducted by the Department of Energy which resulted in new price calculation methodologies. The new pricing structures came into effect in December 2013;

    Changes to align South African liquid fuels specifications with those prevailing in Europe are currently under discussion. It is uncertain as to when these new specifications, which pertain to all liquid fuels consumed in South Africa, will be effective. Compliance with these new specifications will require substantia capital investments at both Natref and Secunda Synfuels Operations. The amount of capital investment required has not yet been finalised and discussions regarding cost recoveries and/or incentives are on-going with the South African government; and

    Regulations to oblige licensed manufacturers and/or wholesalers to keep minimum levels of market-ready petrol, diesel, illuminating paraffin, jet fuel and liquid petroleum gas (LPG) are currently under consideration by the Department of Energy. No indications on volumes, cost recovery and compensation mechanisms available as yet.

        The Amendment Act authorises the Minister of Energy to promulgate regulations and we cannot assure you that the application of these provisions of the Act, or the promulgation of regulations in terms thereof, will not have a material adverse effect on our business, operating results, cash flows and financial condition.

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The Petroleum Pipelines Act

        The Petroleum Pipelines Act (the Act), which became effective in 2005, establishes a petroleum pipelines authority, namely NERSA, as custodian and enforcer of the regulatory framework applicable to petroleum pipelines, storage facilities and loading facilities.

        The Act provides that no person may construct, or operate, a petroleum pipeline, loading facility or storage facility without a licence issued by NERSA. It enables NERSA to impose conditions on such licences including the setting and approval of petroleum pipeline, storage facility and loading facility tariffs for third party access.

        We have been granted licences for our regulated facilities. Applications for tariffs have been submitted in terms of the NERSA rules. The applications are of an interim nature, as Sasol Oil is not yet in a position to fully comply with the applicable regulatory information request from NERSA. Sasol Oil has agreed a process with NERSA to implement the NERSA prescribed Reporting Regulatory Manual that will enable NERSA to fully execute its regulatory mandate in this regard.

        It is unlikely that the tariffs, once approved, will have a material financial impact on Sasol Oil.

        The Act authorises the South African Minister of Energy to promulgate regulations and we cannot assure you that the application of these provisions of the Act, or the promulgation of regulations in terms thereof, will not have a material adverse effect on our business, operating results, cash flows and financial condition.

Safety, health and environment

Regions in which Sasol operates and their applicable legislation

South Africa

        The major part of our operations is located in South Africa. We operate a number of plants and facilities for the manufacture, storage, processing and transportation of chemical feedstock, products and wastes. These operations are subject to numerous laws and regulations relating to safety, health and the protection of the environment.

Environmental regulation

        The Constitution of the Republic of South Africa (the Constitution) provides the framework for the environmental legislation in South Africa. Section 24 of the Constitution enshrines the right of all citizens to an environment that is not harmful to their health and well-being and provides individuals with a right to the protection of the environment. The Constitution further provides that these rights can be enforced through reasonable legislative and other measures to prevent pollution and degradation, to promote conservation and to secure ecologically sustainable development.

        Below is an analysis of some of these laws, which are material to our operations.

        National Environmental Management Act.    The Act regulates environmental authorisation requirements to manage the environmental impact associated with certain identified activities, as well as, compliance enforcement. These governance and enforcement measures also extend to specific environmental management acts, such as the Waste Act, the Water Act and the Air Quality Act. The Act principally imposes a duty of care on persons who have or may pollute or degrade the environment and other responsible parties to take reasonable measures to prevent and remediate environmental damage, protects workers' rights and provides for control over emergency incidents. Non-compliances with provisions on, amongst other things, the duty of care and reporting of significant incidents, are regarded as offences under the Act.

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        Mineral and Petroleum Resources Development Act.    Environmental governance with respect to mining, prospecting, production and exploration is now primarily regulated under the National Environmental Management Act, which makes provision for the effective management of impacts associated with mining activities. Environmental authorisations as well as an environmental management programme or plan (EMP) must be compiled and approved by the Department of Mineral Resources, and regularly reviewed. The EMP is required to cover potential environmental as well as socio-economic impacts. Financial provision for the rehabilitation or management of negative environmental impacts is required.

Water protection

        The National Water Act (the Act) provides for the equitable allocation of water for beneficial use, sustainable water resource management and the protection of the quality of water resources. The Act establishes water management procedures and protects water resources through the licensing of various uses of water. It also includes provisions for pollution prevention, remediation requirements and emergency incident management. The Department of Water Affairs and Sanitation is implementing a pricing strategy (in future to include a Waste Discharge Charge System) aimed at allocating the appropriate price for the use of water, which may have a significant impact on operational costs. Sasol is supporting the Department of Water Affairs and Sanitation in developing an implementation plan for the National Water Resource Strategy 2.

        A significant part of our operations, including mining, chemical processing and others, require use of large volumes of water. South Africa is generally an arid country and prolonged periods of drought or significant changes to current water laws could increase the cost of our water supplies or otherwise impact our operations.

Air quality protection

        The National Environmental Management: Air Quality Act.    Through ambient and minimum point source emission standards and an associated atmospheric emission licensing system, the Department of Environmental Affairs (the DEA) imposes stricter standards on air quality management in South Africa. The minimum point source emission standards imposed different standards for new and existing facilities. New facilities must comply with the standards immediately. Existing facilities had five years from 1 April 2010 within which to comply with standards imposed thereon and must comply with the standards imposed for new facilities within 10 years. Compliance with the minimum point source emission standards will result in significant capital and operational costs.

        Sasol recently submitted extensive comments on the draft offset policy published by the Department of Environmental Affairs.

        The DEA has declared the Vaal Triangle (where the Sasolburg plant is situated) and the Highveld area (where our Secunda operations are situated) as Priority Areas. The Vaal Triangle and Highveld Priority Area Air Quality Improvement Plans are being implemented. Compliance with the provisions of these plans will have significant cost implications.

        Climate change management:    Some of our processes in South Africa, especially coal gasification, result in relatively high carbon dioxide emissions. South Africa is considered a developing country in terms of the United Nations Framework Convention on Climate Change and, accordingly, is largely exempt from the emissions reductions required. In 2009, the South African government committed to an emission reduction pledge under the voluntary Copenhagen accord which has since been incorporated into the National Climate Change Response White Paper published in November 2011. In May 2013, a second carbon tax discussion document was published for comments and early in 2014 it was indicated that the carbon tax would be integrated with the carbon budget as contemplated in the National Climate Change Response White Paper. Currently the Department of Environmental Affairs

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is in the process of allocating carbon budgets to specific companies and defining sectoral and sub-sectoral aspirational goals termed desired emission reduction outcomes. In February 2015, National Treasury in South Africa indicated in its budget review that a Carbon Tax Bill would be published for public comment mid-year with potential implementation of the carbon tax from 1 January 2016. We continue to engage with the South African government on the carbon tax issue. A tax review committee has been formulated to review the design and implementation of the carbon tax.

Waste

        The National Environmental Management: Waste Act.    The act contains comprehensive legislative requirements on all aspects of waste management and regulates contaminated land management. The act imposes various duties on holders of waste including prohibitions on waste disposal. These duties are potentially far reaching as waste is broadly defined. The act also requires licences to be obtained for the commencement, undertaking or conducting of waste management activities. Further, the act regulates waste information systems and provides for specific regulation of priority wastes. New landfill prohibition standards were introduced in 2013, which will be phased in over the next 15 years.

Hazardous substances

        Hazardous Substances Act.    This act provides for the control and licensing of substances that may cause injury, ill-health or death to human beings by reason of their toxic, corrosive, irritant, strongly sensitising or flammable nature. Regulations have also been proposed providing for the adoption of the United Nations Globally Harmonised System for the classification and labelling of chemicals. This will facilitate alignment with existing international practices.

Health and safety

        Occupational Health and Safety Act.    This act covers a number of areas of employment activity and use of machinery in South Africa, excluding mining activities. This act and specific regulations thereunder impose various obligations on employers and others to reasonably and practicably maintain a safe and healthy workplace and minimise the exposure of employees and the public to workplace hazards, and establishes penalties and a system of administrative fines and other measures for non-compliance.

        Mine Health and Safety Act.    The purpose of this act is to protect the health and safety of persons at mines by requiring that employers and others ensure that their operating and non-operating mines provide a safe and healthy working environment, determining penalties and a system of administrative fines and other enforcement measures for non-compliance. It specifically authorises the Minister of Mineral Resources to restrict or stop work and requires an employer to take steps to minimise health and safety risks at any mine.

        Compensation for Occupational Injuries and Diseases Act.    The purpose of this act is to provide for compensation for disablement caused by occupational injuries or diseases sustained or contracted by employees in the course of their employment, or for death resulting from such injuries or diseases. This act is administered by the Department of Labour which manages a compensation fund to which employers contribute, directly or indirectly.

        Occupational Diseases in Mines and Works Act.    This act relates to the payment of compensation in respect of certain diseases contracted by persons employed at mines. Any mine (including the Sasol Mining operations) at which risk work takes place is deemed to be a controlled mine in respect of the employees for whom the employer is required to make payments to the fund for occupational diseases, in order to meet relevant claims. For further information, refer to "Item 6.C—Board Practices—The risk and safety, health and environment committee".

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Germany and Italy

        In Germany and Italy, we operate a number of plants and facilities for the manufacture, storage, processing and transportation of chemical feedstock, products and waste. These operations are subject to numerous laws and ordinances relating to safety, health and the protection of the environment. The objectives and requirements of these legal frameworks are largely consistent with that of the South African Framework, although more established and entrenched in some respects.

Hazardous substances

        Regulation of hazardous substances.    Provisions for the protection of humans and the environment against the harmful effects of hazardous substances and preparations are provided in the Chemicals Acts, and related ordinances on the Prohibition of Certain Chemicals and Hazardous Incidents. All hazardous substances, as per the scope identified in the European Union (EU) REACH Regulation, are subject, to a registration and notification obligation before they can be brought onto the market. Hazardous substances and mixtures must be classified, labelled and packed in accordance with the EU Classification, Labelling and Packaging Regulation. Further regulations prohibiting and limiting manufacture, marketing and use also apply.

United States

        In the United States, we operate a number of plants and facilities for the storage and processing of chemical feedstock, products and wastes. These operations are subject to numerous laws and ordinances relating to safety, health and the protection of the environment.

Environmental compliance

        Sasol's US operations and growth projects are subject to numerous federal, state, and local laws and regulations that regulate the discharge of materials into the environment or that otherwise relate to the protection of human health and the environment. As with the chemical industry, generally, compliance with existing and anticipated environmental, health, safety, and process safety laws and regulations increases the overall cost of business. These laws and regulations are expected to continue to require our operations and projects to make significant expenditures of both a capital and expense nature.

Canada

Oil and natural gas production

        The British Columbia Petroleum and Natural Gas Act (PNGA) and Oil and Gas Activities Act (OGAA) are the primary sources of regulatory controls over our interests in oil and gas producing areas in Canada. These statutes include a wide array of tenure, operational and public review requirements. A common theme of the requirements is that producers must hold applicable licences, leases, permits and other approvals. In 2014, British Columbia introduced mandatory public disclosure of hydraulic fracturing fluid ingredients.

Water protection

        Substantial volumes of water are needed for oil and gas production in British Columbia. Extraction of water from ground and surface sources are regulated by the OGAA, PNGA and the British Columbia Water Act, the last of which will be replaced by the Water Sustainability Act which is expected to come into effect in 2016. Water extraction wells are subject to requirements governing well tenure and location, construction and aquifer management. The piping of water to exploration or

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production sites is governed by special approval requirements (covering fisheries, pipeline construction, tenure and surface rights issues).

Emissions

        British Columbia's Environmental Management Act (EMA) prohibits emissions, discharges and the like into the environment without prescribed permits. Several permits apply to activities at the British Columbia subject properties (the Montney assets), covering releases to air and water.

Contaminated sites

        Soil and groundwater contamination in the British Columbia oil and gas industry is regulated primarily by the contaminated sites regime in the EMA and its supporting Contaminated Sites Regulation.

Environmental assessment

        Further development of the Montney Asset might trigger one or both of provincial and federal environmental assessment requirements. Environmental assessments commonly require substantive public review and Aboriginal (or First Nations and Metis group) consultation. To date, none of the activities undertaken in relation to the British Columbia operations has triggered an environmental assessment.

Aboriginal consultation

        A unique aspect of Canadian law is the recognition of Aboriginal rights. The Crown (the federal or provincial government) is obliged to consult with, and where appropriate, accommodate, Aboriginal groups in making governmental decisions which may infringe on Aboriginal rights. This duty continues to evolve in response to judicial decisions.

Occupational and workplace safety

        The British Columbia Workers Compensation Act and supporting regulations and policies set out detailed rules respecting workplace safety in British Columbia. Special rules (in regulations to this act) apply to the oil and gas sector.

Mozambique

        Petroleum Rights    Petroleum operations are regulated by the Petroleum Law (Law 21/2014). A second draft of the Regulations under the new law was distributed during July 2015 and the new Regulations are expected to be passed before December 2015. The Minister of Mineral Resources and Energy is responsible for petroleum operations. The National Petroleum Institute administers and regulates petroleum operations on behalf of the Mozambique Government.

        Under the Petroleum Law the national oil company, Empresa Nacional de Hidrocarbonetos (ENP), is appointed as the State's representative in all matters relating to petroleum activities and is entitled to participate in all petroleum operations. At least 25% of oil and gas produced in Mozambique, under new licences, should be allocated to the domestic market.

        Mineral Rights    The Mining Law (Law 20/2014) regulates mining activities and the utilisation of mineral resources in Mozambique. All mineral resources belong to the State. The Ministry of Mineral resources is responsible for mining activities and the National Directorate of Mines administers and regulates mining activities.

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        Environmental, health and safety regulations.    The Ministry for the Coordination of Environmental Affairs is responsible for environmental affairs in Mozambique. A National Environmental Management Programme is the policy document outlining the priorities for environmental management and sustainable development in Mozambique. This programme contains a National Environmental Policy, a proposal for Framework Environmental Legislation and an Environmental Strategy.

        The Environmental Law (Law 20/1997) provides a legal framework for the use and correct management of the environment and its components and to assure sustainable development in Mozambique. The Petroleum Industry in Mozambique is regulated by both Environmental Impact Assessment Regulations (Decree 45/2004 and its update Decree 42/2008) and the Environmental Regulations for Petroleum Operations (Decree 56/2010).

        An Environmental Impact Assessment (EIA) is a legal requirement under the Framework Environmental Law for any activity which may have direct or indirect impacts on the environment. Article 2 of Decree no. 45/2004 states that EIA's are required for oil, gas and mineral resource-related activities or developments. The Environmental Regulations for Petroleum Operations (Decree 56/2010) govern EIA for petroleum operations.

Environmental Regulations for Petroleum Operations (Decree 56/2010)

        Regulations on Environmental Quality and Emission Standards (Decree 18/2004), with additions and amendments in supplement (Decree 67/2010) contains the EIA requirements for petroleum operations and the associated prevention, control, mitigation and rehabilitation procedures to be followed.

        The Regulations aim to establish the standards for environmental quality and for effluents release in order to assure the effective control and maintenance of the admissible standards of concentration of polluting substances on the environmental components.

        The Regulations on Solid Waste Management establish the rules on the production, emission or disposal in the soil and subsoil, in water or the air, of any toxic or polluting substance, as well as the execution of activities that accelerate deterioration of the environment, in order to avoid or minimize their negative impact on health and the environment.

        The Regulations on Water Quality for Human Consumption (Ministerial Diploma 180/2004) established the quality parameters and control procedures for water intended for human consumption. The purpose of these regulations is to protect consumers from the harmful effects of contamination in the water supply system.

        The Petroleum Act (Law 21/2014) requires holders of exploration and production rights to conduct petroleum operations in compliance with environmental and other applicable legislation. The law makes provision for compensation to be paid under general legislation by the holder of a right to conduct petroleum operations to persons whose assets are damaged. The law establishes strict liability for the holder of the right who causes environmental damage or pollution.

Qatar

        In Qatar, we participate in a joint venture involving a number of plants and facilities for the storage and processing of chemical feedstock, products and wastes. These operations are subject to numerous laws and ordinances relating to safety, health and the protection of the environment.

        The Oil and Gas industry, including LNG, is overall regulated by the Natural Resources Law, 3 of 2007, with regards to the Exploitation of Natural resources.

        Environmental regulation.    All public or private development plans, including industrial, agricultural and infrastructure projects are required to follow the Environmental Protection Law and

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obtain an environmental authorisation permit from the Ministry of Environment (MOE). The MOE is also responsible for environmental protection and conservation in the State of Qatar.

        The Environmental Protection Law, Decree-Law No. (30) of 2002 is aimed at protection of the environment, prevention of pollution (short-and-long-term) and sustainable development by providing for development of natural resources for the benefit of the present and future generations, the protection of society, human health and other living creatures, and protection of the environment from the damaging effect of activities outside of the State of Qatar.

        The Executive By-Law for the Environmental Protection Law, issued via the Decree Law No. 30 for the Year 2002 (the By-Law) stipulates specific standards and regulations to meet the objectives of The Environmental Protection Law. This includes regulations on determining the environmental impact of projects (requirements to conduct an EIA), emergency response plans for environmental disasters, hazardous wastes and materials, air pollution, water pollution, protection of marine environment. It also includes annexure regulations on:

    Air protection.  Prescribing standards for air quality for different industries;

    Water protection.  Prescribing standards for pollutants and limitations for discharges into the water; and

    Waste.  Regulates the management and trans-boundary movement of hazardous wastes. In addition it regulates the import, production, handling and transportation of hazard materials including the categorisation, labelling, separation and packing of hazardous materials.

        Consent to Operate (CTO).    This is ORYX GTL's operating permit issued under the Authority of Law, 30 of 2002, and its By-Law No. 4 of 2005 and is renewable on an annual basis. This permit stipulates general monitoring requirements, waste water quality standards, point source air emission standards, overall noise level limit, handling and storage of hazardous wastes, chemical use, records and emergency response programmes.

        The State of Qatar implemented a Clean Development Mechanism (CDM), an initiative to reduce the emission of greenhouse gases. Gas flaring mitigation and the reduction of carbon emissions were among the two key areas focused on by the State of Qatar as part of its commitment towards CDM.

        Occupational Health and Safety Administration (OSHA).    There is no regulatory authority for safety or health in Qatar and therefore ORYX GTL used the internationally recognised OSHA standards as guidelines where applicable.

Gabon

        On 15 September 2014, the Gabon government enacted a new Hydrocarbon Law (law No. 011/2014) (the 'New Code"). The new law repeals the former petroleum law governing hydrocarbons exploration and exploitation activities in Gabon, and aims to establish a new regime governing hydrocarbons exploration, exploitation and transportation activities.

        All existing Production Sharing Contracts (PSCs) remain in force until their expiry and shall remain governed by the old hydrocarbons law. However, the ambiguous wording of some provisions under the New Code could be broad enough to apply to existing PSCs. Until the implementation regulations are published providing clarification in this regard it can however be assumed that the changes brought in by the New Code do not apply to existing PSCs.

        Notwithstanding the foregoing, companies holding existing PSCs will be required to comply with a number of additional obligations:

        Abide by the natural gas flaring prohibition within one year after the law enters into force;

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        The flaring of natural gas is prohibited and international oil companies performing hydrocarbons exploration and exploitation activities in Gabon must conform to this prohibition within one year of the New Code entering into force;

        Natural gas marketing is an activity carried out solely by the Government;

        Provide for diversified investment (PID) and hydrocarbons investment (PIH) tax contributions within two years after the law enters into force;

        Mention is made of specific local content and corporate social responsibility but it is expected that the implementation regulations are likely to provide more precise obligations; and

        Companies performing hydrocarbons exploration and exploitation activities currently in Gabon must provide for and transfer site rehabilitation/decommissioning contributions to a Banque des États de l'Afrique Centrale, Bank of Central African Countries (BEAC) bank account or a BEAC monitored bank account in Gabon within one year of the new code entering into force.

        The new law does not grant the State rights to re-negotiate the terms of existing PSCs to reflect the new code upon events such as renewal. Nevertheless, the Direction Générale des Hydrocarbures (DGH) has confirmed that it was willing to approve a five year renewal of the Avouma Exclusive Exploitation Authorisation (EEA), subject to the Etame Production Sharing Contract (PSC) being amended to reflect the inclusion of the PID and PIH. Payments made under both the PID and PIH will finance the diversification of the local economy and further the development of the oil and gas industry respectively.

Other countries

        In a number of other countries, we are engaged in various activities that are regulated by local and international laws, regulations and treaties. In Malaysia, China and other countries, we operate plants and facilities for the storage, processing and transportation of chemical substances, including feedstock, products and waste. In the United Arab Emirates, Nigeria, Gabon and other countries, we are involved, or are in the process of being involved, in exploration, extraction, processing or storage and transportation activities in connection with feedstock, products and waste relating to natural oil and gas, petroleum and chemical substances. Our operations in the respective jurisdictions are subject to numerous laws and regulations relating to exploration and mining rights and the protection of safety, health and the environment.

4.C    Organisational Structure

        Sasol Limited (Sasol) is the ultimate parent of the Sasol group of companies.

        Sasol South Africa (Pty) Ltd, a wholly-owned subsidiary in the Sasol group and a company incorporated in the Republic of South Africa, primarily holds our operations located in South Africa. A number of other subsidiaries, including Sasol Oil (Pty) Ltd, Sasol Mining Holdings (Pty) Ltd, Sasol Gas Holdings (Pty) Ltd, Sasol Middle East and India (Pty) Ltd and Sasol Africa (Pty) Ltd, are incorporated in the Republic of South Africa and hold our interests in our group's operations in South Africa and our investments in Africa and the Middle East. Sasol Financing (Pty) Ltd, responsible for the management of cash resources and investments, and Sasol Technology (Pty) Ltd, responsible for engineering services, research, development and technology transfer, are also wholly owned and incorporated in the Republic of South Africa.

        Our wholly owned subsidiary, Sasol Investment Company (Pty) Ltd, a company incorporated in the Republic of South Africa, primarily holds our interests in companies incorporated outside South Africa, including Sasol European Holdings Limited (United Kingdom), Sasol Wax International AG (Germany), Sasol (USA) Corporation (United States), Sasol Holdings (Asia Pacific) (Pty) Ltd (South Africa), Sasol Chemical Holdings International (Pty) Ltd (South Africa), Sasol Canada Holdings Limited (Canada) and their subsidiaries.

        See Exhibit 8.1 for a comprehensive list of our significant subsidiaries and significantly jointly controlled entities.

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4.D    Property, plants and equipment

Plants and facilities

        We operate coal mines and a number of plants and facilities for the storage, manufacturing, processing and transportation of oil, chemicals and gas-related raw materials, products and wastes. For details on the use, capacity and products of these facilities for each business, including joint arrangements, refer to "Item 4.B—Business Overview".

Coal mining facilities

        Our main coal mining facilities are located at the Secunda Mining Complex, which consists of underground mines (Bosjesspruit, Brandspruit, Middelbult, Syferfontein, Thubelisha and Twistdraai) and Sigma: Mooikraal near Sasolburg.

        Pages M-1 to M-5 include maps showing the location of our coal properties and major manufacturing plants in South Africa.

Our Secunda facilities

        Our main manufacturing facilities are located at Secunda, the base for our Secunda Synfuels Operations, Secunda Chemicals Operations and a range of our chemical industries operations. The size of this property is approximately 82,5 square kilometres (km2) with operating plants accounting for 8,35 km2.

Our Sasolburg facilities

        Our facilities at Sasolburg are the base for a number of our chemical industries operations. The size of these properties is approximately 51,4 km2.

        The size of the Natref refinery, also based in Sasolburg, is approximately 2,0 km2.

Our Mozambique facilities

        In Mozambique, our natural gas and condensate is produced from the Pande-Temane PPA asset operated by Sasol Petroleum Temane Limitada (SPT), a subsidiary within E&PI. Production from the Temane field is routed from three production wells via in-field flowlines and pipelines to the central processing facility (CPF) on a site of approximately 400 000 m2 which is located some 700 km north of Maputo, the capital of Mozambique. Production from the Pande field is routed from 12 production wells via in-field flowlines, in-field pipelines, a trunkline and a slug catcher to the CPF.

        The current design capacity of the CPF is 456 mmscf/day of gas, together with small amounts of associated condensate. We are currently de-bottlenecking this facility to increase its capacity to 491 mmscf/day. The capacity of the plant will be further increased to 633 mmscf/day, as part of the plan to develop the PSA, which was submitted to the Mozambique authorities in February 2015. We are awaiting approval from the Mozambican government. Also as part of the PSA development project, a liquids processing facility (LPF) will be constructed adjacent to the CPF with a capacity of 15 000 bpd of oil and 20 000 tons per annum of LPG. The total cost of the expansion of the CPF is estimated to be R1,9 billion. The LPF is estimated to cost R5 billion, of which R17 million has been spent.

Our Canada facilities

        In Canada, natural gas and liquids are produced from the unconventional (shale/tight gas) Farrell Creek and Cypress A assets operated by Progress Energy Inc. Production is by means of production wells, flowlines, gathering lines and processing facilities located in British Columbia.

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        Farrell Creek gas is processed through facilities owned by Sasol and Progress Energy, covering a site of approximately 160 000 m2.

        Cypress A gas is currently processed and sold through third party production facilities. Activities are underway to connect the Cypress A wells to the Farrell Creek facilities by means of an inter-field pipeline. The pipeline is expected to become operational in 2016.

Our Gabon facilities

        In Gabon, oil is produced from the Etame Marin Permit asset which is operated by VAALCO Gabon (Etame) Inc. The facilities are located some 35 km offshore southern Gabon and consist of fixed minimum facility wellhead platforms, subsea flowlines and a floating production, storage and off-loading vessel (FPSO).

        Production from the Etame, Avouma and Ebouri field occurs through a combination of subsea and platform wells which are tied back by pipelines and then routed to the FPSO contracted from and operated by Tinworth Limited. The processed oil is stored in tanks on the FPSO and is exported by shipping tanker according to a nominations and lifting schedule.

Our facilities in Germany

        Performance Chemicals operations are based at two locations in Germany, namely Brunsbüttel (site size approximately 2,0 million m2; plant size 500 000 m2) and Marl (site size approximately 160 000 m2; plant size 75 000 m2).

        Wax facilities are based in Hamburg (site size approximately 160 000 m2; plant size 100 000 m2).

Our facilities in Italy

        The operations of Performance Chemicals are based at three locations in Italy. The primary facilities are at Augusta (site size approximately 1,36 million m2; plant size 510 000 m2) and Terranova (site size approximately 330 000 m2; plant size 160 000 m2).

Our facilities in the United States

        Various Performance Chemicals operations are based at a number of locations in the US. The most significant of these facilities is located at Lake Charles, Louisiana (site size approximately 3 million m2; plant size 540 000 m2).

        Performance Chemicals also has phenolics operations based at Oil City, Pennsylvania and Houston and Winnie, Texas.

        A wax production facility is located in Richmond, California.

Our interests in facilities in Qatar

        ORYX GTL is a gas-to-liquids plant, located at Ras Laffan Industrial City, situated along the northeast coast of Qatar (site size approximately 8 km2).

Our catalyst manufacturing facilities in Sasolburg and The Netherlands

        Sasol Cobalt Catalyst Manufacturing (Pty) Ltd has the following catalyst manufacturing interests:

    A wholly owned 680 tpa cobalt catalyst manufacturing unit, situated in Sasol's Sasolburg site, 80 km south of Johannesburg, South Africa; and

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    A manufacturing agreement with BASF in De Meern, The Netherlands, which currently has two 680 tpa cobalt catalyst manufacturing units fully operational, dedicated exclusively to Sasol.

        These units are sufficient to supply cobalt catalyst to current committed ventures and as future GTL ventures are realised. Sasol plans to expand its cobalt catalyst capacity to ensure supply.

        For more information regarding capital expenditure in respect of these properties and the related facilities and operations, refer to "Item 5.F—Liquidity and capital resources" for a description of our material plans to construct, expand and enhance our facilities.

Processing operations

        Coal export business—Secunda operations.    We started the coal export business in August 1996. To date, we have exported a total of 57,69 Mt of beneficiated coal, and sold 2,3 Mt of beneficiated coal locally This was beneficiated from 147,49 Mt of run of mine coal (ROM) at the Twistdraai Export Plant between 1996 and 2015. Run of mine coal is sourced from the existing East shaft of Twistdraai Colliery (142,47 Mt) (formerly East, West and Central shafts) and the Thubelisha Shaft (5,02 Mt).

        The export beneficiation plant has a design throughput capacity of 10,5 Mt per annum. In 2015, we processed 7,5 Mt. The plant consists of a primary and secondary beneficiation stage. The primary stage is made up of three modules, each module divided into two identical feed streams. Coal is fed at a rate of 500 ton per hour, per module to a total of 18 primary cyclones. The secondary stage consists of two modules, each equipped with a 1 000 mm diameter dense medium cyclone.

        The run of mine (ROM) coal is transported via overland conveyor belts to the export beneficiation plant from the Twistdraai shafts. The export product is loaded onto trains by means of a rapid load-out system, and then transported to the Richards Bay Coal Terminal (RBCT) in KwaZulu-Natal.

        The capacity at the RBCT was increased from 76 Mt to 91 Mt per year, following the commissioning of the Phase V expansion in May 2010. Mining has a 4,23% share in the capacity of this terminal, which corresponds to the existing entitlement of 3,6 Mt per year. For the foreseeable future, we anticipate exports of approximately 3,25 Mt per year.

        Sasol Coal Supply—Secunda operations.    Sasol Coal Supply operates the coal handling facility between Mining and Secunda Synfuels Operations by stacking and blending coal on six live stockpiles. The overland conveyors from the mining operations to the coal handling facility are, in total, 35 km long and also form part of the Sasol Coal Supply operation.

        The operation has a live stockpile capacity of 660 000 tons, which is turned over around 1,2 times per week. In addition, there is a strategic stockpile capacity of more than 2,0 Mt. The objectives of this facility are:

    to homogenise the coal quality supplied to Secunda Synfuels operations;

    to keep mine bunkers empty;

    to keep the Secunda Synfuels Operations bunkers full with a product that conforms to customer requirements;

    to maintain a buffer stockpile to ensure even supply; and

    to prevent fine coal generation.

        The daily coal supply to Secunda Synfuels Operations is approximately 112 000 tons.

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Coal exploration techniques

        Mining's geology department employs several exploration techniques in assessing the geological risks associated with the exploitation of the coal deposits. These techniques are applied in a mutually supportive way to achieve an optimal geological model of the relevant coal seams, targeted for production purposes. The Highveld Basin is considered to be structurally complex when compared to the other coalfields in South Africa where mining activities take place. As a result, Mining bases its geological modelling on sufficient and varied geological information. This approach is utilised in order to achieve a high level of confidence and support to the production environment.

        Core recovery exploration drilling.    This is the primary exploration technique that is applied in all exploration areas, especially during reconnaissance phases. In and around operational mines, the average vertical borehole density varies from 1:10 to 1:15 (boreholes per hectare), while in medium-term mining areas, the average borehole density is in the order of 1:25. Depths of the boreholes drilled vary, depending on the depth to the Pre-Karoo basement, from 160 m to 380 m. The major application of this technique is to locate the coal horizons, to determine coal quality and to gather structural information about dolerite dykes and sills, and the associated de-volatilisation and displacement of coal reserves. This information is used to compile geological models and forms the basis of geological interpretation.

        Directional drilling.    Directional drilling from surface to in-seam has been successfully applied for several years. A circular area with a radius of approximately 1,4 km of coal deposit can be covered by this method, from one drill site. The main objective of this approach is to locate dolerite dykes and transgressive dolerite sills, as well as faults with displacements larger than the coal seam thickness.

        Horizontal drilling.    This technique is applied to all operational underground mines and supplies short-term (minimum three months) exploration coverage per mining section. No core is usually recovered, although core recovery is possible, if required. The main objective is to locate dolerite dykes and transgressive sills intersecting the coal mining horizon, by drilling horizontal holes in the coal seam from a mined out area. A drilling reach of up to 1 km is possible, although the average length is usually 800 m in undisturbed coal.

        Aeromagnetic surveys.    Many explorations were usually aero-magnetically surveyed before the focused exploration was initiated. The main objective is to locate magnetic dolerite sills and dykes, as well as large-scale fault zones.

        Airborne electro-magnetic surveys.    Due to the occurrences of non-magnetic dolerite dykes and sills, it has been necessary to survey certain exploration areas electro-magnetically to pinpoint these structures to optimise mine deployment.

        Geophysical wireline surveys of directional boreholes.    Geophysical surveys are routinely conducted in the completed directional drilled boreholes. This results in the availability of detailed information leading to increased confidence of the surface directional drilling results. This technique has also been applied with excellent results in underground directional drilling.

Secunda operations

        The coal supplied to Secunda Synfuels Operations is the raw coal mined from the four mines supplying Secunda Synfuels operations exclusively and the secondary product from the export mine's beneficiation plant.

        We have carried out extensive geological exploration in the coal resource areas, and undertake additional exploration to update and refine the geological models. This allows for accurate forecasting of geological conditions and coal qualities, and so effective planning and utilisation of coal reserves.

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Computation and storage of geological information

        We store geological information in the Acquire database. We conduct regular data validation and quality checking through several in-house methods. Data modelling is conducted by manual interpretation and computer-derived geological models, using the Minex 6 edition of the GEOVIA/ MINEX software. Reserves and composite qualities are computed using established and recognised geo-statistical techniques.

General stratigraphy

        The principal coal horizon, the Number 4 Lower Coal Seam, provides some 89,66% (2014—89,97%) of the total proved and probable reserves. The Number 4 Lower Coal Seam is one of six coal horizons occurring in the Vryheid Formation of the Karoo Supergroup, a permo-carboniferous aged, primarily sedimentary sequence. The coal seams are numbered from the oldest to the youngest.

        The Number 4 Lower Coal Seam is a bituminous hard coal, characterised by the following borehole statistics:

    The depth to the base of the seam ranges from 40m to 241m with an average depth of 135m below the surface topography. All the current mining done on this seam is underground;

    The floor of the seam dips gently from north to south at approximately 0,5 degrees;

    The thickness of the seam varies in a range up to 10m with a weighted average thickness of 3,3m. In general, thinner coal is found to the south and thicker coal to the west adjacent to the Pre-Karoo basement highs;

    The inherent ash content (air dried basis) is an average 28,6%, which is in line with the coal qualities supplied during the past 30 years to Secunda Synfuels operations;

    The volatile matter content is tightly clustered around a mean of 19,5% (air dried); and

    The total sulphur content (air dried), which primarily consists of mineral sulphur in the form of pyrite and minor amounts of organic sulphur, averages 0,92% of the total mass of the coal.

        The other potential coal seam is:

    The Number 2 Coal Seam at Middelbult mine and the Impumelelo colliery have been included in our reserve base.

Mining parameters and assumptions used during reserve estimation

    Minimum mining height (meters):  the minimum mining height used is 1,8m.

    Maximum mining height (meters):  the maximum mining height used is 4,8m for the Twistdraai colliery Thubelisha shaft.

    Primary safety factor(1):  the safety factor used in the mine planning, for primary development, in normal ground conditions is 1,8.

    Secondary safety factor(1):  the safety factor used in the mine planning, for secondary development, in normal ground conditions is 1,6.

   


(1)
The safety factor is calculated by dividing the strength of the pillar by the stress acting on the pillar. The strength of the pillar is determined by the inherent strength of the coal material, the width of the pillar and the height of the pillar. The stress on the pillar is the result of the pillar load, which is determined by the depth of mining, the pillar width and the board width.

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    Minimum dry ash free volatile matter content:  the dry ash free volatile matter content gives an indication of devolatilised coal. During estimations, areas with a dry, ash free volatile matter content of less than 28% are excluded, and considered to be devolatilised coal areas.

    Geological loss factor:  the geological loss factors vary in the respective blocks from 5,0% (Twistdraai and Brandspruit) to 27,0% (Block 2 South) and averages 11,01% in the operational mines. The geological loss factor is a discount factor applied to the gross in situ tonnage to take into account as yet unobserved geological features, which may occur. The geological loss factor is therefore a function of the borehole density and known geological complexity of the area, as well as the judgement of the competent person involved.

    Mine layout losses:  the mine layout loss factors, expressed as a percentage of the in situ coal reserves used varies between 12,6% for Twistdraai colliery and Middelbult Number 2 Coal Seam and 38,9% for Bosjesspruit. The mine layout loss factor is a discount factor required to account for the expected loss of coal reserves, due to actual mining activities, not reaching the defined boundary of the mineable in situ coal reserve block. The mine layout loss factors applied are therefore a function of the complexity of the depicted actual and anticipated geological structures and the actual historical loss factors experienced.

    Mine method losses:  this is the coal left behind in the roof due to not mining the full seam. The reason for this being safety, leaving a protective layer of coal in the roof of the coal seam. Losses reported are 18,3% (2014—23,9%) for Syferfontein, and 11,2% (2014—11,2%) for Sigma Mooikraal.

    Mining losses:  mining loss factor, expressed as a percentage of the mineable in situ coal reserve, vary between 32,3% for Twistdraai colliery Thubelisha shaft and 63,7% for the Number 2 Seam at Impumelelo. The mining loss factor is the discount factor required to account for the expected loss of coal reserves, due to actual mining activities, which requires support pillars to be left in situ. The mining loss factors applied are therefore a function of the mining method used and planned to be used, as well as the actual historical loss factors experienced.

    Contamination factor:  the contamination factor, expressed as a percentage of the extractable coal reserve, varies between 0,6% (2014—0,5%) for Syferfontein and 3,9% for Impumelelo and the average is 3,1%. The contamination factor refers to the extraneous coal and non-coal material which is unintentionally added to the practical mining horizon, as a result of the mining operations. The contamination factors applied are therefore a function of expected geological conditions in the immediate roof and floor of the mining horizon, as well as the actual and historical contamination factors experienced. Contamination factors are also influenced by the equipment selection relative to the planned mining height.

    Superficial moisture factor:  the superficial moisture factor, expressed as a percentage of the extractable coal reserve, varies between 3,6% for Twistdraai colliery and 6,8% for the coal seam 2 (C2) at Middelbult. The superficial moisture refers to the extraneous moisture added to the extracted coal as a result of the mining operations. The factors applied are therefore based mostly on the historical factors experienced.

Reserve estimation (remaining reserves at 31 March 2015)

        We have approximately 3,7 billion tons (Bt) (2014—3,7 Bt) of gross in situ proved and probable coal reserves in the Secunda Deposit and approximately 1,2 Bt (2014—1,3 Bt) of recoverable reserves. The coal reserve estimations are set out in table 1 below. Reported reserves will be converted into synthetic oil reserves, except for reserves which will be used for utilities in Secunda Synfuels Operations and the majority of the Twistdraai Thubelisha shaft reserves which will be exported. The reserve disclosure in this section includes Mining's total coal resources and reserves available for mining

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operations. These reserves have not been adjusted for the synthetic oil reserves reported in the supplemental oil and gas information. The different reserve areas are depicted on maps on pages M-4 and M-5, as well as whether a specific reserve area has been assigned to a specific mine.

Table 1.

Coal reserve estimations(1) as at 31 March 2015, in the Secunda area where we have converted mining rights (signed on 29 March 2010) in terms of the Mineral and Petroleum Resources Development Act, Act 28 of 2002

Reserve area
  Gross in
situ coal
resource(2)
(Mt)(5)
  Geological
discount
(Mt)(5)
  Mine
layout
losses
(Mt)(5)
  Extraction
rate
(%)
  Recoverable
reserves(3)
(Mt)(5)
  Beneficiated
yield(4)
(%)
  Proved/
probable

Middelbult mine, number 4 seam

    671     96     134     43     224     100   Proved

Middelbult mine, number 2 seam

    61     13     8     39     19     100   Probable

Bosjesspruit mine

    289     26     105     53     91     100   Proved

Bosjesspruit mine

                            30     100   Probable

Twistdraai mine

    9     1     4     56     7     P46,S20   Proved

Syferfontein mine

    284     22     56     42     99     100   Proved

Brandspruit mine

    75     4     46     46     13     100   Proved

Twistdraai Thubelisha shaft

    585     104     123     68     233     P34,S39   Proved

Impumelelo, Block 2, number 4 seam

    705     49     147     47     234     100   Proved

Impumelelo, Block 2, number 2 seam

    384     27     118     36     63     100   Probable

Block 2 South, number 4 seam

    363     98     48     54     122     100   Probable

Block 2 South, number 2 seam

    133     36     18     54     45     100   Probable

Block 3 South

    141     38     19     58     52     100   Probable

Total Secunda area

    3 700                       1 232          

(1)
The coal reserve estimations in this table were compiled under supervision of Mr Viren Deonarain and Mr Jakes Lock. The "South African Code for Reporting of Minerals Resources and Minerals Reserves (The SAMREC Code 2007 edition)" dealing with competence and responsibility, paragraph 7, state Documentation detailing Exploration Results, Mineral Resources and Mineral reserves from which a Public Report is prepared, must be prepared by, or under the direction of, and signed by a Competent Person. Paragraph 9 states: A 'Competent Person' is a person who is registered with SACNASP, ECSA or PLATO, or is a Member or Fellow of the SAIMM, the GSS or a Recognised Overseas Professional organisation (ROPO). The Competent Person must comply with the provisions of the relevant promulgated Acts. Mr J Swart (Pr.Nat.Sc), on behalf of Golder and Associates performed a comprehensive and independent audit of the coal resource/reserve estimations in July 2011 and the estimates were certified as correct. The current estimation is still in line with the audited reserve and resources statement of July 2011. The estimation of the reserves is compliant with the definition and guidelines as stated in the SAMREC and Joint Ore Reserve Committee (JORC) codes, as well as SEC Industry Guideline 7.

(2)
The gross in situ coal resource is an estimate of the coal tonnage, contained in the full coal seam above the minimum thickness cut off and relevant coal quality cut off parameters. No loss factors are applied and seam height does not include external dilution or contamination material.

(3)
The recoverable coal reserve is an estimate of the expected recovery of the mines in these areas and is determined by the subtraction of losses due to geological and mining factors and the addition of dilatants such as moisture and contamination.

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(4)
The P% of P46 and P34 refers to the export product yield from the recoverable coal reserve and the S% of S20 and S39 refers to secondary product yield, which will be supplied to the Sasol Synfuels operations. The balance of this is discard material.

(5)
Mt refers to 1 million tons. Reference is made of tons, each of which equals 1 000 kilograms, approximately 2 205 pounds or 1 102 short tons.

Table 2.

        Coal qualities, on an air dry basis, in respective coal reserve areas, where Mining has converted mining rights in respect of the Secunda mining complex in terms of the Mineral and Petroleum Resources Development Act, Act 28 of 2002.

Reserve area
  Wet/
dry
tons
  Average
Inherent
Moisture
Content
(%)
  Average
Superficial
Moisture
Content
(%)
  Assigned/
unassigned
  Steam/
metallurgical
coal
  Heat
Value
(air dry)
basis
MJ/kg
  Sulphur
(air dry
basis)
 

Middelbult mine

    Wet     4,2     n/a   Assigned     Steam     21,3     0,9  

Bosjesspruit mine

    Wet     4,0     n/a   Assigned     Steam     19,7     0,9  

Twistdraai mine

    Wet     3,8     n/a   Assigned     Steam     20,8     1,1  

Syferfontein mine

    Wet     5,6     n/a   Assigned     Steam     21,4     0,8  

Brandspruit mine

    Wet     3,9     n/a   Assigned     Steam     17,8     1,3  

Twistdraai, Thubelisha shaft

    Wet     4,3     n/a   Assigned     Steam     21,4     1,1  

Impumelelo, Block 2, number 4 seam. 

    Wet     4,1     n/a   Assigned     Steam     18,1     1,2  

Impumelelo, Block 2, number 2 seam

    Wet     3,7     n/a   Assigned     Steam     17,5     0,8  

Block 2 South, number 4 seam

    Wet     4,1     n/a   Unassigned     Steam     18,2     1,2  

Block 2 South, number 2 seam

    Wet     3,6     n/a   Unassigned     Steam     17,4     0,7  

Block 3 South

    Wet     3,6     n/a   Unassigned     Steam     21,9     0,7  

Table 3.

        Coal qualities, on an as received basis, in respective coal reserve areas, where Mining has converted mining rights in the Secunda mining complex in terms of the Mineral and Petroleum Resources Development Act, Act 28 of 2002.

Reserve area
  Wet/
dry
tons
  Average
Inherent
Moisture
Content
(%)
  Average
Superficial
Moisture
Content
(%)
  Assigned/
unassigned
  Steam/
metallurgical
coal
  Heat
Value
(as
received)
basis
MJ/kg
  Sulphur
(as
received
basis)
 

Middelbult mine

    Wet     4,2     4,5   Assigned     Steam     20,3     0,9  

Bosjesspruit mine

    Wet     4,0     4,0   Assigned     Steam     18,9     0,9  

Twistdraai mine

    Wet     3,8     3,6   Assigned     Steam     20,0     1,1  

Syferfontein mine

    Wet     5,7     4,0   Assigned     Steam     20,5     0,8  

Brandspruit mine

    Wet     3,9     3,7   Assigned     Steam     17,1     1,3  

Twistdraai mine, Thubelisha shaft

    Wet     4,3     4,3   Assigned     Steam     20,4     1,0  

Impumelelo, Block 2, number 4 seam

    Wet     4,1     3,7   Assigned     Steam     18,0     1,1  

Impumelelo, Block 2, number 2 seam

    Wet     3,7     3,7   Assigned     Steam     17,5     0,8  

Block 2 South, number 4 seam

    Wet     4,1     3,1   Unassigned     Steam     18,0     1,1  

Block 2 South, number 2 seam

    Wet     3,6     2,7   Unassigned     Steam     17,2     0,7  

Block 3 South

    Wet     3,4     3,6   Unassigned     Steam     21,8     0,7  

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Criteria for proved and probable

        Over and above the definitions for coal reserves, probable coal reserves and proved coal reserves, set forth in Industry Guide 7, promulgated by the US Securities and Exchange Commission, which are included in our glossary. We consider the following criteria to be pertinent to the classification of the reserves.

        Probable reserves are those reserve areas where the drill hole spacing is sufficiently close in the context of the deposit under consideration, where conceptual mine design can be applied, and for which all the legal and environmental aspects have been considered. Probable reserves can be estimated with a lower level of confidence than proved coal reserves. Currently this classification results in variable drill spacing depending on the complexity of the area being considered and is generally less than 500m, although in some areas it may extend to 880m. The influence of increased drilling in these areas should not materially change the underlying geostatistics of the area on the critical parameters such as seam floor, seam thickness, ash and volatile content.

        Proved reserves are those reserves for which the drill hole spacing is generally less than 350m, for which a complete mine design has been applied which includes layouts and schedules resulting in a full financial estimation of the reserve. This classification has been applied to areas in the production stage or for which a detailed feasibility study has been completed.

Legal rights on coalfields

        Since the enactment of the Mineral and Petroleum Resources Development Act, 28 of 2002 (MPRDA) in May 2004, our subsidiary Sasol Mining (Pty) Ltd, has been successful in converting its prospecting permits and mining authorisations to new order prospecting and mining rights in terms of provisions of the MPRDA. In respect of the Secunda Complex, the new order mining rights, known as converted mining rights, became effective on 29 March 2011. The Secunda Complex mining rights, in extent of approximately 168 439ha, have been granted for a period of ten years and comprise the total reserve area shown in table 1 and on page M-5. Please also refer to "Item 4.B Business Overview—Regulation of mining activities in South Africa". We submitted an application to extend the validity of the Secunda Complex mining rights to 30 years—the maximum allowable period under the MPRDA—to the regulator. We were granted approval in February 2014. The amendment to the Secunda Complex mining right has still to be notarially executed. In respect of the Mooikraal Operation in the Free State, the relevant old order mining right was also converted and signed on 29 March 2010 and a mining right in respect of small reserve blocks situated within or adjacent to the Sigma: Mooikraal operation was signed on 30 March 2010. The mining rights, approximately 6 647 ha, have been granted for a period of 30 years. We submitted an application to consolidate the two mining rights held over the Sigma: Mooikraal operation and we are awaiting approval from the regulator. The validity period of our mining rights may, on application, be renewed for further periods not exceeding 30 years each.

Synthetic oil

        Refer to "Item 4. D Property, plants and equipment—Mining properties and operations" for details regarding our mining properties, coal exploration techniques and the mining parameters and assumptions used during the estimation of synthetic oil reserves.

Natural Oil and Gas

Development and Production Assets

        We currently hold equity in three assets with proved reserves in Mozambique, Gabon and Canada. We also have equity in non-producing assets and exploration licences in Mozambique, Nigeria, Australia and South Africa.

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Mozambique

        In Mozambique, we have interests in two onshore assets, one is a producing asset with proved reserves and the other is being considered for development.

        The onshore producing asset is the Pande-Temane Petroleum Production Agreement (PPA) licence (302,2 thousand developed net acres). Our subsidiary Sasol Petroleum Temane Limitada, the operator, holds a 70% working interest in the asset under the terms and conditions of the Pande-Temane PPA. The PPA expires in 2034, and carries two possible five year extensions. There is no requirement to relinquish any acreage until the expiry of the PPA.

        The onshore asset that is being considered for development is the Pande-Temane Production Sharing Agreement (PSA) licence. Our subsidiary Sasol Petroleum Mozambique Limitada, the operator, holds a 100% interest in the asset with Empresa National de Hydrocarbonetos de Moçambique (ENH), the national oil company of Mozambique, being entitled under the terms of the Pande-Temane Production Sharing Agreement to a calculated share in any production. Two development and production areas for certain reservoirs have been approved by the government (283,2 thousand undeveloped net acres) and a five-year commercial assessment period was approved for the remaining reservoirs (159,6 thousand undeveloped net acres). A field development plan in respect of the Development and Production Areas (DPA) was submitted in February 2015 and is presently under consideration by the authorities. An appraisal programme to further delineate the remaining reservoirs is currently in the planning stage. Retention of the latter reservoirs is contingent on declaration of commerciality and government approval of an additional field development plan.

Exploration assets

        We also have interests in two exploration licences, one offshore and the other onshore. Both are operated by a Sasol subsidiary. The offshore exploration area comprises the shallow water parts of the Exploration and Production Concession Blocks 16 & 19. Our subsidiary Sasol Petroleum Mozambique Exploration Limitada, the operator, holds a 50% working interest which will increase to 85%, when the assignment of our partner's interest is concluded (622,7 thousand undeveloped net acres). ENH has a 15% interest that is carried until field development. Petroleum operations in the licence were suspended in 2008 and will remain so until the Strategic Environmental Assessment (SEA), which was commissioned by the Mozambique government, is made public. We have retained our interest in the licence with a view to defining a future work programme when the outcome of the SEA is known.

        The onshore exploration area is the Exploration and Production Concession (EPC) Area A. Our subsidiary Sasol Petroleum Mozambique Exploration Limitada, the operator, holds a 90% working interest in the licence (1 490,0 thousand undeveloped net acres). ENH has a 10% interest that is carried until field development. In April 2015 we executed a farm-down that will reduce our working interest to 50%, when the government approves the farm-down transaction. The Area A licence is in the second 2-year exploration period which includes one commitment well and was due to expire in May 2016. In June 2015 we obtained approval for a 1 year extension which will allow us to drill the commitment well in mid calendar year 2016 and evaluate the results before the end of the period.

        Our interest in the offshore Exploration and Production Concession Sofala (1 208,1 thousand undeveloped net acres) was relinquished in January 2015, without drilling, upon payment of the minimum expenditure commitment.

Canada

        In Canada, we have a 50% economic interest in the unconventional (shale/tight gas) Farrell Creek and Cypress A asset located in British Columbia. We acquired our interest in the asset from Talisman Energy Inc. in two transactions, with licence participation commencing on 1 January 2011. On

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12 March 2014, a transaction between Talisman and Progress Energy closed, resulting in Progress Energy acquiring Talisman's interest and taking over as operator. At 30 June 2015, Farrell Creek comprised 30 licences and leases and Cypress A comprised 27 licences and leases. Acreage retention and the conversion of licences (which carry no production rights) to leases (with production rights) is enabled by drilling commitments, the provincial government's prescribed lease selection and validation process and license extension applications. The decision to retain acreage and convert licences to leases is dependent on the drilling results and ongoing study work. Drilling and retention activities have been and will be included in the applicable work programmes so that licences and leases for the Montney, due to expire before 30 December 2016, are retained (covering 16 licences and leases in Farrell Creek and Cypress A, jointly comprising 11 177 undeveloped net acres).

Gabon

        In Gabon, we hold a 27,75% working interest in the areas covered by Exclusive Exploitation Authorisations (EEA) under the terms of the Etame Marin Permit Exploration and Production Sharing Contract (PSC).

        The exploitation areas of the Etame Marin Permit (7 975 developed net acres) are covered by three 10-year EEAs, each with two 5-year renewal periods available on request and subject to government decree. The detailed final terms for the renewal of the Avouma EEA for the first 5-year renewal period to March 2020 are currently being concluded with the government. The Etame EEA is currently in the first 5-year renewal period and an application for the second 5-year renewal period will be submitted prior to expiry in July 2016. The Ebouri EEA is currently in the initial 10-year period and an application for the first 5-year renewal period will be submitted prior to expiry in June 2016.

        The current plan of development assumes the various renewals will be granted as required on a similar basis as in the past. In summary:

    Etame EEA: 3 387 developed net acres, 2001-2016 + 5 year extension (to July 2021)

    Avouma EEA: 3 566 developed net acres, 2005-2015 + two 5 year extensions (to March 2025)

    Ebouri EEA: 1 022 developed net acres, 2006-2016 + two 5 year extensions (to June 2026)

        The sixth term of the exploration permit in the Etame Marin Permit expired in July 2014 (219,3 thousand undeveloped net acres). The PSC does not provide for a seventh term, however discussions are being held with the government about a possible further term under a new PSC.

Other Areas

        Australia—we have interests in one offshore exploration licence and three onshore exploration licences. Offshore in the Northwest Shelf of Australia our subsidiary Sasol Petroleum Australia Limited holds a 30% working interest in the Permit AC/P 52 (160,8 thousand undeveloped net acres). The licence is operated by Shell Development Australia (Pty) Ltd. As a result of uncertainty on the licence boundary, the commitment to drill one well before May 2015 is currently suspended and the licence has been extended for two years until May 2017.

        Onshore in the Beetaloo Basin of Australia's Northern Territory our subsidiary Sasol Petroleum Australia Limited holds a 35% working interest in the Exploration Permits EP76, EP98 and EP117 (1 612,7 thousand undeveloped net acres) which are operated by Origin Energy Resources Limited. Our farm-in to these licences was concluded in August 2014 and in return we pay 50% of the initial licence period work programme costs, carrying Falcon Oil & Gas Limited. The initial licence period expires in December 2016 and includes five commitment exploration wells. Plans are in place to drill the first three wells during 2016.

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        Botswana—in December 2014 the relinquishment of the Prospecting Licences PL134/2010, PL135/2010 and PL136/2010 was accepted by the government of Botswana (367,9 thousand undeveloped net acres). We no longer have any interests in Botswana.

        Nigeria—in August 2014 Oil Prospecting Licence 214, in which we have a 5% working interest and which is operated by Esso, was converted to an Oil Mining Licence (OML 145) and 50% of the block relinquished.

        In September 2014 we notified our partners of our intention to withdraw from OML 140 (15,1 thousand undeveloped net acres) and OML 145 (16,9 thousand undeveloped net acres). The Deeds of Assignment for OML 140 were signed by all partners and received government approval on 5 May 2015. Partner and government approval for assignment of OML 145 was outstanding at 30 June 2015.

        Papua New Guinea—in August 2014 the government of Papua New Guinea approved the transfer of operatorship and the sale of our interests in the exploration licences PPL-426 and PPL-287 (1 627,7 thousand undeveloped net acres) to Talisman Energy Inc. We no longer have any interests in Papua New Guinea.

        South Africa—following the farm-down of our equity to Eni South Africa BV which was effected in December 2014, our subsidiary Sasol Petroleum International (Pty) Ltd holds a 60% working interest in the Exploration Right ER236 licence (12 169,7 thousand undeveloped net acres), which is operated by Eni, offshore in the Durban Basin of South Africa. The initial three year exploration period runs to November 2016 and carries a commitment to acquire 5 950km of 2D reconnaissance seismic data which was fulfilled early in 2015. In May 2014 an application for an Exploration Right over the 3A/4A area (2 644,0 thousand undeveloped net acres), which was previously covered by a Technical Co-operation Permit, was submitted to the government. Approval was received on 2 July 2015. Our subsidiary SPI and the Petroleum Oil & Gas Corporation of South Africa each hold a 50% working interest.

Productive Wells and Acreage

        The table below provides details of the productive oil and gas wells and the amount of developed and undeveloped acreage at 30 June 2015.

Number of productive wells and acreage concentrations at
30 June 2015
  Mozambique(2)   Canada(2)   Gabon   Other(3)   Total  

Productive(1) oil wells (number)

                               

Gross

    2,0         9,0         11,0  

Net

    2,0         2,5         4,5  

Productive(1) gas wells (number)

                               

Gross

    25,0     150,0             175,0  

Net

    17,8     75,0             92,8  

Developed acreage (thousand acres)

                               

Gross

    431,7     38,8     28,7         499,2  

Net

    302,2     19,4     8,0         329,6  

Undeveloped acreage (thousand acres)

                               

Gross

    2 831,0     72,5         31 052,7     33 956,2  

Net

    2 555,5     36,2         16 604,1     19 195,8  

(1)
A productive well is a producing well or a well that is mechanically capable of production.

(2)
Certain licences both in Mozambique and Canada overlap as they relate to specific stratigraphic horizons.

(3)
Other areas comprises Australia, Nigeria and South Africa.

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Drilling and Other Exploratory and Development Activities

Exploratory and Development Wells

        The table below provides the number of net natural oil and gas exploratory wells and development wells completed in each of the last three years.

Number of wells(2) drilled for the year ended 30 June
  Mozambique   Canada   Gabon   Other
areas(1)
  Total  

2013

                               

Exploratory well—productive

                     

Exploratory well—dry

                     

Development well—productive

        14,5     0,3         14,8  

Development well—dry

                     

2014

                               

Exploratory well—productive

                     

Exploratory well—dry

                     

Development well—productive

        12,5     0,3         12,8  

Development well—dry

                     

2015

                               

Exploratory well—productive

                     

Exploratory well—dry

                     

Development well—productive

        7,5     0,8         8,3  

Development well—dry

                     

(1)
Other areas comprises Australia, Nigeria and South Africa.

(2)
A productive well is an exploratory or development well that is not a dry well. A dry well is an exploratory or development well that proves to be incapable of producing either oil or natural gas in sufficient quantities to justify completion.

Other drilling activities

        The table below provides the number of net wells that are not exploratory wells or development wells, drilled in each of the last three years.

Number of wells(2) drilled for the year ended 30 June
  Mozambique   Canada   Gabon   Other
areas(1)
  Total  

2013

                               

Stratigraphic test well—exploratory type

    0,4         0,3     4,5     5,2  

Stratigraphic test well—development type

        0,5             0,5  

Service well(3)

                     

2014

                               

Stratigraphic test well—exploratory type

        2,0     0,3         2,3  

Stratigraphic test well—development type

                     

Service well(3)

                     

2015

                               

Stratigraphic test well—exploratory type

                0,0     0,0  

Stratigraphic test well—development type

                     

Service well(3)

                     

(1)
In 2015, other areas comprises Australia, Nigeria and South Africa. The wells drilled in other areas in 2013 relate to Botswana licences in which we no longer have any interests.

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(2)
A stratigraphic test well is drilled to obtain information pertaining to a specific geological condition and is customarily drilled without the intent of being completed. Stratigraphic test wells are 'exploratory type' if not drilled in a known area or 'development type' if drilled in known area.

(3)
A service well is an injection well, water supply / disposal well or an observation well.

Wells in the process of being drilled

        The table below provides the gross number of natural oil and gas wells being drilled and the number of oil and gas wells suspended during the drilling process at 30 June 2015.

 
  Mozambique   Canada   Gabon   Other
areas(2)
  Total  
 
  (number of wells(1))
 

Wells being drilled

                               

Gross

        2,0     1,0         3,0  

Net

        1,0     0,3         1,3  

Temporarily Suspended wells

                               

Gross

        7,0     1,0         8,0  

Net

        3,5     0,3         3,8  

(1)
The number of wells being drilled includes wells that have been drilled, but have not yet been mechanically completed.

(2)
Other areas comprises Australia, Nigeria and South Africa.

Exploratory and development activities

Natural Oil and Gas

        In the following narrative sections, unless stated otherwise, all quantitative references are to gross figures.

Mozambique

    2013

        In the Pande-Temane PPA licence, a development project commenced for the procurement and installation of low pressure compressors to meet delivery requirements of current gas sales agreements.

        In the Pande-Temane Production Sharing Agreement (PSA) licence, an appraisal report was submitted to the petroleum regulator in Mozambique, a notice of commercial discovery was issued and two development and production areas were declared and approved.

        The Mupeji-1 exploration well in the offshore M-10 concession was plugged and abandoned as a dry hole and the licence was relinquished. The Njika discovery and deepwater parts of the offshore Blocks 16 & 19 were relinquished but the shallow water area was retained. The 2D seismic data acquisition in onshore Area A continued throughout 2013. The second Exploration Period commitment was fulfilled for the Sofala licence and we entered the Third Exploration Period with a one well commitment.

    2014

        In the Pande-Temane PPA asset, two production wells were brought back on stream in October after being shut-in since 2012. In November and December 2013 produced condensate was re-injected because road transportation was disrupted by political and civil disturbances.

        In the Pande-Temane PSA asset, work on the development project progressed.

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        In Area A, we entered the second Exploration Period, which carries a drilling commitment of one well by mid-2016, subsequently extended to mid 2017, together with a 20% relinquishment.

    2015

        In the Pande-Temane PPA asset, phase 1 of the low pressure compression project neared completion. At year-end minor activities remained to be completed and start of operation is expected early in 2016. A project to de-bottleneck the plant to increase capacity to 491 MMscf/day was initiated. An additional 2 PJ/a gas contract was agreed with ENH.

        On 25 February 2015, we submitted plans for the development of the Temane and Inhassoro development and production areas of the Pande-Temane PSA licence to the government for approval. In parallel the PPA licensees also submitted plans to expand the Central Processing Facility (CPF) in order to provide additional capacity to process PSA gas. Early works for the PSA project began in March 2015.

        Phase 1 of the development of the Nhamacunda housing village was completed on 22 June 2015. This project aims to provide affordable housing for our employees as part of our localisation strategy. Phase 1 includes 25 houses, potable water supply, electricity supply and natural gas reticulation, a maintenance building, a standby diesel generator and a wastewater treatment plant with effluent disinfection. The project is scheduled for completion in May 2016.

        As another part of our corporate social responsibility initiatives we, along with our partners, recently handed over the Benzane health centre to government authorities. The centre is aimed at improving access to healthcare through infrastructure development in the country. In partnership with the Ministry of Health, Sasol supported the construction and equipping of the centre, which also has two houses for medical personnel.

        In Area A, well planning activities have been undertaken in order to drill the commitment exploration well in mid calendar year 2016.

Canada

    2013

        In Farrell Creek, a total of 29 development wells were drilled, while 13 wells were completed. One stratigraphic test well was drilled in Cypress A.

    2014

        Development drilling activities continued in Farrell Creek, with 25 wells drilled during the year. A total of 33 wells were completed during the year. In Cypress A, four vertical wells were drilled.

    2015

        Development drilling activities continued in Farrell Creek, where 10 wells were drilled and 24 were completed. Development activity increased in Cypress A during 2015 with 5 wells drilled of which 3 were completed. In total, 11 wells were awaiting completion at 30 June 2015 (7 in Farrell Creek and 4 in Cypress A).

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Gabon

    2013

        One horizontal development well was drilled in the Avouma field which proved up an eastern area of the field and was immediately brought into production. An exploration well was drilled and classified as a dry hole and reprocessing of 3D seismic data was completed.

        The combined Etame Expansion and South East Etame & North Tchibala project was sanctioned by partners and a field development plan was submitted to and approved by the Gabon authorities.

        A study had commenced to examine the origin and characteristics of the H2S encountered in the Ebouri field. The two affected wells remain shut-in until a viable crude sweetening processing facility has been installed.

    2014

        The exploration commitment well was drilled but no significant quantities of hydrocarbons were found and the well was plugged and abandoned. A horizontal replacement sidetrack to the original ETBSM-1H well was successfully drilled and completed, and brought on production.

        H2S concentrations in excess of 50 parts per million were detected in the northwest segment of the Etame field. The affected well was shut-in pending further investigation into the provenance of the H2S and its potential movement to other areas of the field.

    2015

        Significant progress was made with the execution of the Etame Expansion Project (EEP) and South East Etame and North Tchibala (SEENT) development projects. Transport and installation of the two new platforms was completed in September and October 2014. The first production well (ET-8H) on the new EEP platform was spud in October 2014 and first oil achieved in December 2014. However, following detection of H2S at a concentration of 1 100 ppm, production from the well was suspended. Elevated H2S was confirmed in further testing of the well in March 2015. The well currently remains shut-in. A further two production wells (ET-10H and ET-12H) on the EEP platform were drilled and completed and successfully brought into production in February and April 2015. The drilling rig then moved to the SEENT platform from which two wells (ETSEM-2H and ETBNM-1H) were currently in progress at year end.

        Select Phase studies for the Crude Sweetening Project (CSP), which were initiated in 2013, were suspended in January 2015 following the collapse in the oil price. The project is now being re-scoped by the partnership to determine more cost effective solutions for a crude sweetening processing facility to reinstate production from those areas impacted by H2S souring of the oil.

        The draft report of an industry-wide audit performed by Alex Stewart International, on behalf of the Gabon government, was issued to the Operator (VAALCO Gabon (Etame) Inc.) for comment in October 2014. The operator's response to the draft audit report was submitted to government for consideration in February 2015. Subsequent discussions with government took place during the year with several major findings being successfully concluded. Final notification from the government on the audit settlement is pending. Additional living quarters were added to the Floating Production Storage and Off-loading vessel (FPSO) in preparation for class certification activities which are due to commence in 2017.

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Other Areas

    2013

        Australia—activities in AC/P 52 were limited to the joint farm-down by Sasol and Finder Exploration (Pty) Ltd to Shell Development Australia (Pty) Ltd.

        Nigeria—in the OML 140 licence, front-end engineering design work continued on the Bonga South West Aparo field development project, following approval of the full-field development plan. Exploration activity by the operator Star Ultra Deep Petroleum Limited (Chevron) in OML 140 comprised studies on several prospects in the permit. In the Nigeria OPL 214 licence, operator Esso Exploration and Production Nigeria (Deepwater West) Limited evaluated concepts to develop the Uge field, including a study with Chevron for Nsiko joint development.

        South Africa—approval of the relinquishment of exploration rights for Block 3A/4A was received. Former operator BHP Billiton Petroleum Ltd withdrew and we, with The Petroleum Oil and Gas Corporation of South Africa Limited, were awarded the area as a Technical Co-operation Permit for a one year study. In ER236, seismic data was acquired within the permit area.

    2014

        Nigeria—in the OML 140 concession, the operator Chevron, continued with studies for the Nsiko discovery and considered development options for the field. Approval was received from the Department of Petroleum Resources in April 2014 for the Bonga South West and Aparo (BSWAp) front-end engineering and design work. The Pre-Unitisation Agreement and Contractors' Pre-Unitisation Operating Agreement were signed. A draft version of the Unitisation Agreement was submitted to the Nigerian National Petroleum Corporation. In Nigeria OPL 214, the operator Esso, continued with the evaluation of development concept options for the Uge discovery. The operator applied for conversion of OPL 214 to an Oil Mining Licence (OML 145) which was granted by the Minister of Petroleum Resources subject to payment of the signature bonus.

        South Africa—on Technical Cooperation Point (TCP) 3A/4A, technical studies based on existing data were completed and an application submitted to convert the TCP to an exploration permit. In the ER236 licence further seismic data was acquired to complete the Initial Period seismic commitment.

    2015

        Australia—in the Beetaloo Basin, the rig was mobilised to the location in preparation to drill the first commitment well in licence EP98 early in 2016. A further two wells in the five-well primary term commitment are scheduled to be drilled by the end of 2016.

        Nigeria—OPL 214 was converted to OML 145 subsequent to payment of the signature bonus on 28 August 2014. In the Nsiko North prospect on Nigeria OML 140, the Nsiko North-01 deepwater exploration well was spudded in September 2014. Hydrocarbons were successfully discovered in the secondary target reservoirs. Due to mechanical issues with the drilling, the primary reservoir targets were not intersected and a decision was taken by the operator to plug and abandon the well in January 2015. The BSWAp front-end engineering and design work continued, including the negotiations for the Pre-Unitisation agreement, up until Ministerial approval of our withdrawal from OML 140.

        South Africa—in the ER236 licence, technical evaluation of the seismic data acquired in 2013 and 2014 and of the prospectivity continued in 2015.

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Capitalised Exploratory Well Costs

        The table below summarises the capitalised exploratory well costs, providing the amount of costs that are capitalised pending the determination of proved reserves at the end of the year.

 
  2013   2014   2015  
 
  (Rand in millions)
 

Balance at beginning of year

    1 160,5     1 560,7     1 351,9  

Additions for the year

    800,5     203,5     511,8  

Costs incurred

    368,8     248,8     583,7  

Asset retirement obligation adjustments

    431,7     (45,3 )   (71,9 )

Charged to expense for the year

    (457,5 )   (135,9 )    

Exiting of licences

            (200,7 )

Reclassified exploratory well costs

        (292,3 )    

Translation of foreign entities

    57,2     15,9     7,2  

Balance at end of year

    1 560,7     1 351,9     1 670,2  

 

2015 Capitalised exploratory well cost ageing
  Mozambique  

1 to 5 years

    809,2  

over 5 years

    320,3  

Number of projects

    1  

Mozambique

        In the Pande-Temane PSA licence, R1 129,5 million of exploratory well costs continue to be capitalised for a period greater than one year after the completion of drilling. This amount relates to the exploration drilling conducted and completed in 2008 and appraisal drilling activities conducted in 2009 and follow-up activities which continued to 2015. During 2015 development planning activities were performed and on 25 February 2015 we submitted a field development plan to the government of Mozambique for approval. The plan is presently under consideration by the authorities. Planning activities have begun for an exploratory well to be drilled in Area A during 2016; capitalised costs amounted to R14,2 million in 2015.

Nigeria

        Capitalised exploratory well costs previously disclosed pertaining to Nigerian licences OML 140 and OML 145 have been written off with the rest of the capitalised costs in view of our notice of withdrawal from these licences.

Other Areas

        At 30 June 2015, there were no exploratory wells costs capitalised for a period greater than one year after the completion of drilling in Canada, Gabon, Australia or South Africa.

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Production

        The table below presents net production quantities for synthetic oil, natural gas and oil, by final product sold, for the years shown.

 
  Synthetic
Oil
  Natural Oil and Gas  
Production for the year ended 30 June
  South
Africa
  Mozambique   Canada   Gabon   Total  

2013

                               

Natural gas, billion cubic feet

        94,6     22,3         116,9  

Natural oil, million barrels

        0,3         1,3     1,6  

Synthetic oil, million barrels

    49,7                 49,7  

Total oil equivalent, million barrels

                            71,1  

2014

   
 
   
 
   
 
   
 
   
 
 

Natural gas, billion cubic feet

        105,1     21,3         126,4  

Natural oil, million barrels

        0,2     0,1     1,4     1,7  

Synthetic oil, million barrels

    51,7                 51,7  

Total oil equivalent, million barrels

                            74,4  

2015

   
 
   
 
   
 
   
 
   
 
 

Natural gas, billion cubic feet

        109,2     21,8         131,0  

Natural oil, million barrels

        0,3     0,2     1,3     1,8  

Synthetic oil, million barrels

    51,8                 51,8  

Total oil equivalent, million barrels

                            75,4  

Delivery Commitments—Natural Oil and Gas

        Mozambique Production—Gas produced from the Pande-Temane PPA asset, other than royalty gas that is provided to the Mozambican government, is supplied in accordance with long-term gas sales agreements. The gas produced in accordance with Gas Sales Agreement (GSA)1, signed on 27 December 2002 (25 years contract term), and GSA2, signed on 10 December 2008 (20 years contract term), is sold to Sasol Gas (Pty) Ltd for use as part of the feedstock for our chemical and synthetic fuel operations in Secunda and Sasolburg, with a base-case supply of 120 PJ/a and 27 PJ/a respectively. There are three GSA3 20-year contracts, concluded in June 2013, that supply gas to the Mozambique market. These satisfy a licence condition that a portion of gas produced is utilised in-country. The contracts are with Matola Gas Company S.A, from 1 July 2014, for 8 PJ/a, Empresa Nacional de Hidrocarbonetos, started 1 April 2013, for 6 PJ/a and Central Termica de Ressano Garcia S.A.(CTRG), from end of November 2014, for 11 PJ/a. Additionally, a further 2 PJ/a sales agreement with ENH was executed in June 2015. PPA condensate is sold to Temane Trading, who then transports the condensate by truck, for export via the port of Beira or to the Matola depot for export via the port of Maputo.

        Canada Production—Gas produced from the unconventional (shale/tight gas) Montney asset is sold by the Progress/Sasol Montney Partnership into Western Canada, under a long-term marketing agreement with Progress Energy Canada Limited effective until 2024. Pricing is based on the daily realised spot market prices less transportation and marketing fees, in accordance with the marketing agreement. Petroleum liquids are sold under the same marketing agreement. Production from Farrell Creek and Cypress A is currently not sufficient to fully utilise contracted gas transportation capacity. Low production in 2015 resulted in continued non-utilised transport charges in the Spectra and TransCanada/NOVA pipelines. Progress Energy, as operator, partially mitigates exposure through placing of non-utilised gas transmission capacity in the gas transmission market.

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        Gabon Production—Oil produced from the Etame Marin Permit asset is marketed internationally on the open market. The oil is sold under a short-term Crude Oil Sale and Purchase Agreement which is renewed annually. This was based on a competitive bidding process to 30 April 2015 requiring Vitol S.A. to both lift and market the crude oil. A short term Crude Oil Sale and Purchase Agreement (COSPA) was put in place from 1 May 2015 to 31 July 2015 and is based on a fixed differential pricing structure linked to international oil prices and requires all production to be lifted by and sold to Total Oil Trading S.A. An additional tendering process has recently been completed with a full-term COSPA effective from 1 August 2015 to 31 July 2016. Under this agreement all crude will be sold to Glencore Energy UK Ltd with the price calculated according to a differential pricing structure linked to international oil prices.

Sales Prices and Production Costs

        The table below summarises the average sales prices for synthetic oil, natural gas and oil produced and the average production cost, not including ad valorem and severance taxes, per unit of production for each of the last three years.

 
  Synthetic
Oil
  Natural Oil and Gas  
Average sale prices and production costs for the year ended
30 June
  South
Africa
  Mozambique   Canada   Gabon  
 
  (Rand per unit)
 

2013

                         

Average sales prices

                         

Natural gas, per thousand standard cubic feet

        17,9     25,8      

Natural liquids, per barrel

    949,20     712,5     509,9     807,1  

Average production cost(1)

                         

Natural gas, per thousand standard cubic feet

        3,4     13,1      

Natural liquids, per barrel

    307,69             195,3  

2014

   
 
   
 
   
 
   
 
 

Average sales prices

                         

Natural gas, per thousand standard cubic feet

        23,9     38,4      

Natural liquids, per barrel

    1 126,88     863,1     627,8     989,4  

Average production cost(1)

                         

Natural gas, per thousand standard cubic feet

        4,9     21,4      

Natural liquids, per barrel

    372,20             301,5  

2015

   
 
   
 
   
 
   
 
 

Average sales prices

                         

Natural gas, per thousand standard cubic feet

        30,9     28,3      

Natural liquids, per barrel

    869,72     489,5     385,7     614,2  

Average production cost(1)

                         

Natural gas, per thousand standard cubic feet

        10,0     7,4      

Natural liquids, per barrel

    280,88             308,9  

(1)
Average production costs per unit of production are calculated according to the primary sales product.

Preparation of Reserve Estimates

        To ensure natural oil and gas reserves are appropriately estimated, are accurately disclosed and are compliant with current SEC regulations and Financial Accounting Standards Board requirements, E&PI has established and maintains estimation guidelines, procedures and standards, which are subject to review by suitably experienced independent external consultants, and a set of internal controls, which

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are in accordance with the requirements of the Sarbanes Oxley Act of 2002. The internal controls cover, amongst other matters, the segregation of duties between the asset teams which provide the necessary data, the Corporate Reserves Team which prepares the Reserves estimates, and the corporate authority which is the E&PI Executive Committee. The controls also include confirmation that the members of the Corporate Reserves Team are appropriately qualified and experienced and that their compensation arrangements are not materially affected by the reserves.

        The process includes a review of all estimated future production rates and future capital and operating costs to ensure that the assumptions, data, methods and procedures are appropriate; a review of the technologies used in the estimation process to determine reliability; and arrangements to validate the economic assumptions and to ensure that only accurate, complete and consistent data are used in the estimation of reserves.

        The technical person within E&PI who is primarily responsible for overseeing the preparation of natural oil and gas reserves is the E&PI Manager: Corporate Reserves and Resources. The qualifications of the incumbent include a MA and MSc in Mathematics with 37 years' experience in oil and gas exploration and production activities and 28 years' experience in reserves estimation.

        The definitions of categories of reserves used in this disclosure are consistent with those set forth in the regulations of the Securities and Exchange Commission and are set out in the preceding section.

    Supplemental oil and gas information

        Supplemental oil and gas information: See "Item 18—Financial Statements—Supplemental Oil and Gas Information" for supplemental information relating to natural oil and gas producing activities.

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ITEM 4A.    UNRESOLVED STAFF COMMENTS

        There are no unresolved written comments from the SEC staff regarding our periodic reports under the Securities Exchange Act of 1934 received not less than 180 days before 30 June 2015.

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ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

        This section should be read in conjunction with our consolidated financial statements included in "Item 18—Financial Statements" as at 30 June 2015 and 2014, and for the years ended 30 June 2015, 2014 and 2013, including the accompanying notes, that are included in this annual report on Form 20-F. The following discussion of operating results and the financial review and prospects as well as our consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB.

        On 1 July 2014, our new operating model, and a simplified and consolidated legal structure, came into effect. The new operating model aligns the components of Sasol—operating business units, regional operating hubs, strategic business units, and group functions—according to a single value chain, focused on the production of liquid fuels, high-value chemicals and low-carbon electricity. The new operating model structure reflects how the results are reported to the Chief Operating Decision Maker (CODM). To reflect our new operating model and way the business is managed, our financial reporting and reportable segments have been restated based on the information provided to the CODM. The CODM for Sasol is the President and Chief Executive Officer (CEO).

        Certain information contained in the discussion and analysis set forth below and elsewhere in this annual report includes forward-looking statements that involve risks and uncertainties. See "Item 3.D—Key information—Risk factors" for a discussion of significant factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this annual report.

5.A    Operating results

Company and business overview

        The group has six main reportable segments that comprise the structure used by the CEO to make key operating decisions and assess performance. The group's reportable segments are differentiated by the activities that each undertakes and the products they manufacture and market. Each business utilises different technology, manufacturing and marketing strategies.

        We divide our operations into the following reportable segments:

Operating Business Units

    Mining

    Exploration and Production International

Strategic Business Units

    Energy

    Base Chemicals

    Performance Chemicals

Other

    Group Functions

External factors and conditions

        Our business, operating results, cash flow and financial condition are influenced by a number of external factors and conditions. These include fluctuations in the crude oil price, changes in the currency markets, cyclicality in the prices of chemical products, the effect of coal prices on export coal

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operations and the effects of inflation on our costs. Other factors which may influence our business and operating results include economic, social, political and regulatory conditions and developments in the countries in which we operate our facilities or market our products. See "Item 3.D—Key information—Risk factors".

Fluctuations in refining margins and crude oil, natural gas and petroleum products prices

        Through our participation in the Natref refinery, we are exposed to fluctuations in refinery margins resulting from fluctuations in crude oil and petroleum product prices. We are also exposed to changes in absolute levels of international petroleum product prices through our Secunda Synfuels operations. Fluctuations in crude oil prices affect our results mainly through their indirect effect on the Basic Fuel Price (BFP) formula. A key factor in the BFP is the Mediterranean and Singapore (for petrol) or the Arab Gulf (for diesel) spot price. See "Item 3.D—Risk factors". Prices of petrochemical products and natural gas are also affected by fluctuations in crude oil prices.

        Market prices for crude oil, natural gas and petroleum products fluctuate as they are subject to local and international supply and demand fundamentals and factors over which we have no control. Worldwide supply conditions and the price levels of crude oil may be significantly influenced by international cartels, which control the production of a significant proportion of the worldwide supply of crude oil, and by political developments, especially in the Middle East and North Africa.

        The volatility of the crude oil price is illustrated in the following table, which shows the annual high, low and average of the European Brent crude oil price (free on board) in US dollars for the past ten years and to 2 October in the 2015 calendar year:

 
  US dollars per barrel (US$/b)  
Financial year
  Average(1)   High   Low  

2005

    46,17     58,50     35,36  

2006

    62,45     74,45     52,84  

2007

    63,95     78,26     49,95  

2008

    95,51     139,38     67,73  

2009

    68,14     143,95     39,41  

2010

    74,37     88,09     58,25  

2011

    96,48     126,64     70,61  

2012

    112,42     128,14     88,69  

2013

    108,66     119,03     95,51  

2014

    109,40     117,13     103,18  

2015 (through 30 June)

    73,46     106,64     48,18  

July 2015

    57,99     61,67     52,53  

August 2015

    46,72     49,32     41,86  

September 2015

    47,61     50,43     45,94  

October 2015 (through to 2 October)

    47,15     46,51     47,79  

Source: Energy Information Administration (US Department of Energy)

(1)
The average price was calculated as an arithmetic average of the quoted daily spot price.

        Subsequent to 30 June 2015, the price of European Brent crude oil continued to fluctuate between US$41,86/b and US$61,67/b. On 2 October 2015, the price of European Brent crude oil was US$46,51/b.

        Significant changes or a decline in the price of crude oil, natural gas and petroleum products over a sustained period of time may lead us to alter our production, which could have a material adverse effect on our business, operating results, turnover, cash flows and financial condition.

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        Other factors which could influence the demand and supply of products we sell and the pricing thereof include changes in economic conditions, price and availability of substitute fuels, changes in product inventory and product specifications. In recent years, prices for petroleum products have fluctuated widely.

        We could make use of derivative instruments, including commodity options and futures contracts, as a means of mitigating price and timing risks on crude oil and other energy-related product purchases and sales. While the use of these derivative instruments provides some protection against short-term volatility in crude oil prices, it does not protect against longer-term trends in crude oil prices.

        The group's hedging strategy is considered together with the group's other risk mitigation initiatives, such as cost containment, cash conservation and capital prioritisation. The situation is monitored on an on-going basis to assess the appropriateness of oil price hedging to improve the stability and predictability of cash flows as part of Sasol's risk management activities. Refer to "Item 11.—Quantitative and qualitative disclosure about market risk".

        In 2016, for forecasting purposes, we estimate that for every US$1/b increase or decrease in the annual average crude oil price, profit from operations will increase or decrease by approximately R811 million, as applicable. This estimate is applicable for a US$60/b crude oil price and an average rand/US dollar exchange rate of R12,65. It should be noted that in the current volatile environment, these sensitivities could be materially different than those disclosed depending on the crude oil price, exchange rates, product prices and volumes.

Exchange rate fluctuations

        The rand is the principal functional currency of our operations. However, a large part of our group's turnover is denominated in US dollars and some part in euros, derived either from exports from South Africa or from our manufacturing and distribution operations outside South Africa. Approximately 90% of our turnover is linked to the US dollar as petroleum prices in general and the price of most petroleum and chemical products are based on global commodity and benchmark prices which are quoted in US dollars. A significant part of our capital expenditure is also US dollar denominated, as it is directed to investments outside South Africa or constitutes materials, engineering and construction costs imported into South Africa.

GRAPHIC


    Source: Thomson Reuters

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        In 2013, the rand weakened by 14% against the US dollar, with the average rate for the year being R8,85 per US dollar and in 2014, the rand weakened by 17% against the US dollar, with the average rate for the year being R10,39 per US dollar. In 2015, the rand further weakened by 10% against the US dollar, with the average rate for the year being R11,45. The weakening of the rand had a positive impact on our overall operating results in 2015. However, the weakening of the rand also resulted in increased costs, which primarily impacted our South African operations negatively.

        The relationship between the euro and US dollar impacts the profitability of our European operations, where our costs are euro based and a significant portion of our turnover is US dollar based. In 2015 and 2013, the euro weakened against the US dollar which had a positive impact on our operating results. In 2014, the euro strengthened against the US dollar which has a negative impact on our operating results.

        Subsequent to year end, the rand/US dollar exchange rate weakened further. On 2 October 2015, the rand/US dollar exchange rate was R13,83.

        The average exchange rate for the year has a significant effect on turnover and profit from operations. In 2016, for forecasting purposes, we estimate that for every R0,10 weakening or strengthening in the annual average rand/US dollar exchange rate, our profit from operations will increase or decrease by approximately R650 million, as applicable. This estimate is applicable for a US$60/b crude oil price and an average rand/US dollar exchange rate of R12,65. It should be noted that in the current volatile environment, these sensitivities could be materially different than those disclosed depending on the crude oil price, exchange rates, product prices and volumes.

        Although the exchange rate of the rand is primarily market determined, its value at any time may not be an accurate reflection of the underlying value of the rand, due to the potential effect of, among other factors, exchange controls. These regulations also affect our ability to borrow funds from non-South African sources for use in South Africa or to repay these funds from South Africa and, in some cases, our ability to guarantee the obligations of our subsidiaries with regard to these funds. These restrictions have affected the manner in which we have financed our projects outside South Africa and the geographic distribution of our debt. See "Item 10—Additional information".

        We manage our foreign exchange risks through the selective use of forward exchange contracts and cross currency swaps. We use forward exchange contracts to reduce foreign currency exposures arising from imports into South Africa. Our group executive committee (GEC) sets broad guidelines in terms of tenor and hedge cover ratios to specifically assess large forward cover amounts for long periods into the future, which have the potential to materially affect our financial position. These guidelines and our hedging policy are reviewed annually. This hedging strategy enables us to better predict cash flows and thus manage our working capital and debt more effectively. All major capital expenditure in foreign currency is hedged immediately on commitment of expenditure or on approval of the project (with South African Reserve Bank approval), by way of forward exchange contracts. We do not hedge foreign currency receipts.

        See "Item 11—Quantitative and qualitative disclosure about market risk".

Cyclicality in petrochemical products prices

        The demand for our chemical products is cyclical. Typically, higher demand during peaks in industry cycles results in producers increasing production capacity, at which point prices decrease. Most commodity chemical prices tend, over the longer term, to track the crude oil price. On average, in 2015 we experienced an 18% decrease in polymer prices, a 7% increase in ammonia product prices, and a 7% decrease in solvents prices compared to 2014.

        Although peaks in these cycles have been characterised by increased selling prices and higher operating margins, in the past such peaks have led to overcapacity with supply exceeding demand

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growth. In times of high crude oil and related product prices (the primary feedstock of most commodity chemicals), the profit margin shifts towards the feedstock producer, while in times of high chemical prices and lower feedstock prices, the profit margin shifts towards the downstream activities.

        Our strategy for our commodity chemicals business is wherever possible to invest in the value chain of raw materials to final products. As a result of this approach, the Group has elected not to hedge its exposure to commodity chemical prices as this may, in part, negate the benefits of being backward integrated into its primary feed streams.

Coal prices

        We supply coal mainly to our Secunda Synfuels Operations and Sasolburg Operations under terms and conditions which are determined on an arm's length basis. Coal sales prices are based on contracts and are subject to periodic price adjustments. Approximately 8% of our total coal production is sold to external markets. In 2015, 3,4 million tons (Mt) (2014—2,9 Mt) was exported primarily to Europe, the Middle East and India. External sales to these markets represented approximately 14% of the total turnover generated by Mining during 2015 (2014—15%). Export coal sales prices are compared to the published international coal price indices to track performance. Mining's policy is to sell at prices based on a mix between the American Petroleum Standard Index (API) and a fixed price basis.

        The average free on board Richards Bay price index for the past seven financial years:

GRAPHIC


    Source: Argus/McCloskey's Coal Price Index Report

Inflation

        While over recent years, inflation and interest rates have been at relatively low levels, the economy of South Africa, though currently well managed, has had high inflation and interest rates compared to the United States and Europe. In South Africa, inflation in the Producer Price Index declined from highs of 11,5% in 2008 to 5,0% in 2015. The weakening rand/US dollar exchange rate, labour cost increases and high electricity costs are key drivers impacting inflation. Should inflation increase again to levels experienced in 2008, this would increase our South African-based costs. We expect the impact of changes in the inflation rates on our international operations to be less significant.

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        The history of the South African consumer price index (CPI) and producer price index (PPI) is illustrated in the following table, which shows the average increase in the index for the past 10 calendar years and on a monthly basis in the 2015 calendar year:

Calendar year
  CPI   PPI

2005

    3,4%     3,1%

2006

    4,6%     7,7%

2007

    7,2%     10,9%

2008

    11,5%     14,2%

2009

    7,1%     (0,1)%

2010

    4,3%     6,0%

2011

    5,0%     8,4%

2012

    5,7%     6,2%

2013*

    5,7%     6,0%

2014*

    6,1%     7,5%

January 2015

    4,4%     3,5%

February 2015

    3,9%     2,6%

March 2015

    4,0%     3,1%

April 2015

    4,5%     3,0%

May 2015

    4,6%     3,6%

June 2015

    4,7%     3,7%

July 2015

    5,0%     3,3%

August 2015

    4,6%     3,4%

Source: Statistics South Africa

*
Statistics South Africa (Stats SA) made a number of changes to the calculation of the South African producers' price index (SA PPI). The changes were in line with international best practice and introduced five separate categories of PPI, effective January 2013. The category for final manufactured goods, which includes petroleum products, is the index most appropriate for Sasol. Accordingly, the PPI rate for 2013 and 2014 is not directly comparable to earlier years as Stats SA did not publish comparable historical data.

Our operations are subject to various laws and regulations in the countries in which we operate

        The group operates in numerous countries throughout the world and is subject to various laws and regulations which may become more stringent. See "Item 4.—Business overview" and "Item 3.D—Key information—Risk factors" for the details of the various laws and regulations which may impact on our operating results, cash flows and financial condition.

        In South Africa, our operations are required to comply with certain procurement, employment equity, ownership and other regulations which have been designed to address the country's specific transformation issues. See "Item 4.B—Business overview".

Broad-based Black Economic Empowerment transactions

Sasol Mining Ixia BEE transaction

        In 2007, Mining announced the implementation of its black economic empowerment strategy for compliance with the Mining Charter and the MPRDA.

        In September 2010, in a transaction valued at approximately R1,8 billion, a black-women controlled mining company, Ixia Coal (Pty) Ltd (Ixia Coal), acquired a 20% share in Mining. The transaction was funded through equity contributions and preference share debt. The parties are entitled

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to receive dividends on their shareholding in Mining in proportion to their effective interest in Mining's issued share capital, subject to the financing requirements of the preference share debt. Over time, the preference shares will be redeemed with the proceeds of dividends distributed by Mining.

Preference shares

        The preference share funding comprises A preference shares, which are held by an external financier and B preference shares, which are held by Sasol. The A preference shares are secured by the preference shares held by Sasol Mining Holdings (Pty) Ltd. In certain limited default circumstances, which include Ixia Coal being in default on the repayment of the preference shares, the external financier may require Sasol to purchase some or all of the outstanding preference shares under a call option or, alternatively, to subscribe for new preference shares issued by Ixia Coal Funding to enable Ixia Coal to redeem the preference shares held by the external financier. The B preference shares are not redeemable until the A preference shares have been fully redeemed. The preference shares are accounted for in the statement of financial position as debt and should the preference share call option be exercised, Sasol will be required to raise the necessary funding in order to either exercise the preference share call option or, alternatively, honour the call under the preference share call option.

Accounting for transaction

        The transaction was accounted for as follows:

    Ixia Coal has been consolidated into the group results. A total non-controlling interest of R555 million (30 June 2014—R299 million) related to the investment that Ixia Coal has in Sasol Mining (Pty) Ltd has been recognised in the statement of changes in equity.

    The total value of the preference shares recognised in the statement of financial position at 30 June 2015 amounts to R541 million (30 June 2014—R488 million), including finance charges and after repayment of debt issued to financial institutions. All other preference shares issued as part of the Ixia Coal transaction have been eliminated on consolidation.

Sasol and Tshwarisano BEE transaction

        With effect from 1 July 2006, we entered into a R1,45 billion transaction with our BEE partner Tshwarisano LFB Investment (Pty) Ltd (Tshwarisano) to acquire a 25% shareholding in Sasol Oil (Pty) Ltd. The financing of the transaction has been provided in part through the issue of preference shares by Tshwarisano to Standard Bank South Africa Limited (Standard Bank), and in part by application of the subscription proceeds from the issue of the ordinary shares to Tshwarisano ordinary shareholders. The Tshwarisano ordinary shareholders in turn raised the funding to subscribe for the ordinary shares through the issue of preference shares to Standard Bank. Over time, Tshwarisano and its ordinary shareholders will redeem their respective preference shares with the proceeds of dividends distributed by Sasol Oil. As part of this arrangement, Sasol Oil has amended its dividend policy such that it could pay out up to a maximum of one time earnings for that financial year by way of dividends. The actual dividend paid could be the maximum possible amount, taking into account certain specified ratios relating to net debt to shareholders' equity and earnings before interest, tax, depreciation and amortisation to net interest. The dividend paid is usually one-third of earnings.

        In certain limited default circumstances, which include Tshwarisano being in default on the repayment of the preference shares, Standard Bank may require that a trust (consolidated by Sasol Limited) be established in the context of the transaction to acquire the preference shares held by Standard Bank or, alternatively, to subscribe for new preference shares issued by Tshwarisano to enable Tshwarisano to redeem the preference shares held by Standard Bank. In addition and in the same limited default circumstances, the trust may acquire the ordinary shares held by its ordinary shareholders. As a result, the trust may own all or a portion of the outstanding securities issued by

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Tshwarisano. This would enable the trust to place these securities in another transaction in compliance with the Liquids Fuel Charter. Neither Tshwarisano nor its ordinary shareholders would owe any amounts to this trust or any other person. We have guaranteed the trust's obligation to make payment in these circumstances. This guarantee was valued at R39 million at the time of the transaction.

Sasol Inzalo share transaction

        In May 2008, the shareholders approved the Sasol Inzalo share transaction, a broad-based BEE transaction, which resulted in the transfer of beneficial ownership of 10% (63,1 million shares) of Sasol Limited's issued share capital before the implementation of this transaction to its employees and a wide spread of black South Africans (BEE participants). Refer to Note 47.2 of "Item 18—Financial statements" for the detailed information of this transaction.

Preference shares

        The preference share funding comprises A, B and guaranteed C preference shares, which are funded by external financiers, and D preference shares funded by Sasol. In October 2014, the funding companies issued additional C preference shares to the current holders of the C preference shares. The interest rate on this tranche of the debt as well as the existing debt reduced to 68% of the prime interest rate when compared to the previous 80,3% of the prime interest rate. The D preference shares were redeemed from the proceeds received for the additional C preference shares.

        The funding companies are required to maintain, inter alia, minimum share cover ratios in respect of the A and B preference shares, being the ratio between the value of the Sasol preferred ordinary shares and the amount required to redeem the preference shares. The maintenance of the ratio is dependent upon the Sasol ordinary share price and the dividends paid by Sasol on the Sasol preferred ordinary shares. Sasol has call options to purchase some or all of the outstanding A, B and C preference shares. Currently, the minimum share cover ratio will be breached when for the A preference shares, the Sasol ordinary share price falls below approximately R130 per share and R133 per share in respect of the black public and selected participants, respectively. The minimum share cover ratio will be breached when for the B preference shares, the Sasol ordinary share price falls below approximately R179 per share and R160 per share in respect of the black public and selected participants, respectively. The Sasol ordinary share price at 30 June 2015 was R450,00 per share. The share cover ratios decrease over time with the maturation of the preference shares. In addition, a further condition to the guaranteed C preference shares is that the Sasol group must maintain a net debt to earnings before interest, taxation, depreciation and amortisation (EBITDA) cover ratio equal to or less than 2,5 times. Our current net debt to EBITDA ratio is 0,1 times at 30 June 2015.

        The preference shares are accounted for in the statement of financial position as debt and should the preference share covenants described above be breached, Sasol will be required to raise the necessary funding in order to either exercise the call option or, alternatively, honour the call under the guarantee.

Accounting for the transaction

        At 30 June 2015, the transaction has been accounted for as follows:

    All structured entities created to facilitate the transaction have been consolidated into the Sasol group results from the applicable effective dates of the transaction.

    An amount of R501 million (2014—R267 million) has been recognised in the income statement and in the share-based payment reserve in the statement of changes in equity in respect of the share-based payment expense related to the Employee Trusts. Included in this amount is a once off charge of R280 million relating to the partial refinancing of the Sasol Inzalo transaction as

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      this resulted in a modification to the equity settled share-based payment arrangement. The amount in respect of the Employee Trusts represents the current period's expense taking into account the vesting conditions of the rights granted over the tenure of the transaction and an assumed forfeiture rate. The unrecognised share-based payment expense in respect of the share rights granted, expected to be recognised over the vesting period of the transaction amounted to R234 million at 30 June 2015 (2014—R454 million). No additional shares were issued to the black public and selected participants during the year ended 30 June 2015. There is an amount of approximately R116 million still to be recognised in respect of the shares held in the Facilitation Trusts that are still available for issue.

    The total value of the preference shares related to the Sasol Inzalo share transaction, recognised in the statement of financial position at 30 June 2015 amounts to R11 572 million (2014—R 7 618 million), including finance charges.

        Based on the weighted average number of shares issued at 30 June 2015, the share-based payment expense for 2015 decreased earnings per share by R0,01.

        The total unrecognised share-based payment expense relating to the Employee Trusts is estimated to be R234 million, which will be recognised in future years.

Competition from products originating from countries with low production costs

        Certain of our chemical production facilities are located in developed countries, including the United States and various European countries. Economic and political conditions in these countries result in relatively high labour costs and, in some regions, inflexible labour markets, compared to other countries. Increasing competition from regions with lower labour costs, feedstock prices and more flexible labour markets, for example the Middle East and China, exerts pressure on the competitiveness of our chemical products and, therefore, on our profit margins and may result in the withdrawal of particular products or closure of facilities.

Significant accounting policies and estimates

        The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported results of its operations. Some of our accounting policies require the application of significant judgements and estimates by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgements are subject to an inherent degree of uncertainty and are based on our historical experience, terms of existing contracts, management's view on trends in the industries in which we operate and information from outside sources and experts. Actual results may differ from those estimates.

        Our significant accounting policies are described in more detail in the notes to the consolidated financial statements. Refer to "Item 18—Financial statements". This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in "Item 18—Financial statements".

        Management believes that the more significant judgement and estimates relating to the accounting policies used in the preparation of Sasol's consolidated financial statements could potentially impact the reporting of our financial results and future financial performance.

        We evaluate our estimates, including those relating to environmental rehabilitation and decommissioning obligations, long-lived assets, trade receivables, inventories, investments, intangible assets, income taxes, share-based payment expenses, pension and other post-retirement benefits and contingencies and litigation on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making our judgements about carrying values of assets and liabilities that are not readily available from other sources.

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Share options and other share-based payments

        Previously in terms of the long-term incentive scheme, the number of share options and share rights available to eligible group employees through the Sasol Share Incentive Scheme, Sasol Share Appreciation Rights Scheme and the Sasol Long-term Incentive Scheme could not at any time exceed 80 million shares/rights.

        In June 2012, the Sasol Limited board approved that the maximum number of rights to be issued under the Sasol Share Appreciation Rights Scheme and the Sasol Long-term Incentive Scheme (including unvested share options issued under the Sasol Share Incentive Scheme) be 69 million shares/ rights, representing 10% of Sasol Limited's issued share capital immediately after the Sasol Inzalo share transaction.

The Sasol Inzalo share transaction

        In May 2008, the shareholders approved the Sasol Inzalo share transaction, a broad-based black economic empowerment (BEE) transaction, which resulted in the transfer of beneficial ownership of 10% (63,1 million shares) of Sasol Limited's issued share capital, before the implementation of this transaction, to its employees and a wide spread of BEE participants. See "Broad-based Black Economic Empowerment transactions—Sasol Inzalo share transaction".

Share-based payment expense recognised
  2015   2014   2013  
 
  (Rand in millions)
 

The Sasol Inzalo Employee Trust and The Sasol Inzalo Management Trust(1)(2)

    501     267     372  

(1)
The unrecognised share-based payment expense related to non-vested Employee and Management Trusts share rights, expected to be recognised over a weighted average period of 0,95 years, amounted to R234 million at 30 June 2015 (2014—R454 million and 2013—R721 million).

(2)
In October 2014, the Inzalo funding companies issued additional C preference shares to the current holders of the C preference shares. The interest rate on this tranche of the debt as well as the existing debt reduced to 68% of the prime interest rate when compared to the previous 80,3% of the prime interest rate. The reduction in interest was accounted for as a modification to the equity settled share-based payment arrangement, resulting in a share-based payment of R280 million at 30 June 2015. Refer to Note 47.2 of "Item 18—Financial statements" for the detailed information of this transaction.

The Sasol Share Appreciation Rights Scheme

Share Appreciation Rights with no corporate performance targets

        The Share Appreciation Rights Scheme with no corporate performance targets, allows eligible senior employees to earn a long-term incentive amount calculated with reference to the increase in the Sasol Limited share price between the offer date of share appreciation rights to exercise of such vested rights. No shares are issued in terms of this scheme and all amounts payable in terms of the Sasol Share Appreciation Rights Scheme will be settled in cash.

Share-based payment (credit)/expense recognised
  2015   2014   2013  
 
  (Rand in millions)
 

Share-based payment (credit)/expense recognised(1)

    (436 )   1 073     234  

Average fair value of rights issued during year (Rand)(2)

             

(1)
The total unrecognised share-based payment expense related to non-vested share appreciation rights, expected to be recognised over a weighted average period of 0,42 years, amounted to R3 million at 30 June 2015 (2014—R81 million and 2013—R86 million).

(2)
Following the introduction of the share appreciation rights scheme with corporate performance targets, no further rights are issued under this scheme.

    Refer to Note 47.3.1 of "Item 18—Financial statements" for the detailed information of this transaction.

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Share Appreciation Rights with corporate performance targets

        During September 2009, the group introduced corporate performance targets as an additional vesting criterion for share appreciation rights. The corporate performance targets are linked to the total shareholders' return relative to the JSE Resources 10 index and the MSCI energy index, Sasol earnings growth and Sasol production volumes/employee growth. The corporate performance targets determine how many rights will vest. Qualifying employees retain the share appreciation rights with no corporate performance targets that have been previously granted to them. No shares are issued in terms of this scheme and all amounts payable in terms of the Sasol Share Appreciation Rights Scheme will be settled in cash.

Share-based payment (credit)/expense recognised
  2015   2014   2013  
 
  (Rand in millions)
 

Share-based payment (credit)/expense recognised(1)

    (1 198 )   2 195     707  

Average fair value of rights issued during year (Rand)(2)

        311,29     166,53  

(1)
The total unrecognised share-based payment expense related to non-vested share appreciation rights with corporate performance targets, expected to be recognised over a weighted average period of 1,31 years, amounted to R265 million at 30 June 2015 (2014—R1 415 million and 2013—R1 044 million).

(2)
Following the introduction of the share appreciation rights scheme with corporate performance targets, no further rights are issued under this scheme.

    Refer to Note 47.3.2 of "Item 18—Financial statements" for the detailed information of this transaction.

The Sasol Long-term Incentive Scheme

        During September 2009, the group introduced the Sasol Long-term Incentive Scheme (LTI). The objective of the Sasol Long-term Incentive Scheme is to provide qualifying employees who participate in the Share Appreciation Rights Scheme the opportunity of receiving incentive payments based on the value of ordinary shares in Sasol Limited. The LTI Scheme allows certain senior employees to earn a long-term incentive amount in addition to the Share Appreciation Rights Scheme, which is linked to certain corporate performance targets. Allocations of the LTI are linked to the performance of both the group and the individual. The LTI is also intended to complement existing incentive arrangements, to retain and motivate key employees and to attract new key employees. No shares are issued in terms of this scheme and all amounts payable in terms of the Sasol Long-term Incentive Scheme will be settled in cash. The LTI carries no issue price.

Share-based payment expense recognised
  2015   2014   2013  
 
  (Rand in millions)
 

Share-based payment expense(1)

    252     2 117     723  

Average fair value of rights issued during year (Rand)

    430,64     681,24     522,87  

(1)
The total unrecognised share-based payment expense related to non-vested LTIs, expected to be recognised over a weighted average period of 1,33 years, amounted to R988 million at 30 June 2015 (2014—R1 595 million and 2013—R1 015 million).

    Refer to Note 47.4 of "Item 18—Financial statements" for the detailed information of this transaction.

Estimation of natural oil and gas reserves

        In accordance with the United States Securities and Exchange Commission (SEC) regulations, proved oil and gas reserves are those quantities of oil and gas which, by analysis of geoscience and

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engineering data, can be estimated with reasonable certainty to be recoverable commercially and be economically producible—from a given date forward, from known reservoirs under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract hydrocarbons must be approved and must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. Existing economic conditions define prices and costs at which economic producibility is to be determined. The price is the average sales price during the 12-month period prior to the reporting date (30 June), determined as an un-weighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements. Future price changes are limited to those provided by contractual arrangements in existence at year-end.

        Our reported natural oil and gas reserves are estimated quantities based on SEC reporting regulations. Additionally, we require that the estimated quantities of oil and gas and related substances to be produced by a project be sanctioned by all internal and external parties to the extent necessary for the project to enter the execution phase and sufficient to allow the resultant products to be brought to market. See "Item 4.D Information on the company—Property, plants and equipment".

        There are numerous uncertainties inherent in estimating quantities of reserves and in projecting future rates of production, including factors which are beyond our control. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgement. Estimates of oil and gas reserves therefore are subject to future revision, upward or downward, resulting from new data and current interpretation, as well as a result of improved recovery, extensions and discoveries, the purchase or sale of assets, commercial arrangements, operational factors and production. Accordingly, financial and accounting measures (such as the standardised measure of future discounted cash flows, depreciation and amortisation charges and environmental and decommissioning obligations) that are based on proved reserves are also subject to revision and change.

        Refer to "Standardised measure of discounted future net cash flows", on page G-9 for our standardised discounted future net cash flow information in respect of proved reserves for the year ended 30 June 2015 and to "Changes in the standardised measure of discounted future net cash flows", on page G-11.

Depreciation of coal mining assets

        We calculate depreciation charges on coal mining assets using the units-of-production method, which is based on our proved and probable reserves. Proved and probable reserves used for the depreciation of life-of-mine assets are the total proved and probable reserves assigned to that specific mine (accessible reserves) or complex which benefit from the utilisation of those assets. Inaccessible reserves are excluded from the calculation. A unit is considered to be produced once it has been removed from underground and taken to the surface, passed the bunker and been transported by conveyor over the scale at the shaft head. The lives of the mines are estimated by our geology department using interpretations of mineral reserves, as determined in accordance with Industry Guide 7 under the US Securities Act of 1933, as amended. The estimate of the total reserves of our mines could be materially different from the actual coal mined. The actual usage by the mines may be impacted by changes in the factors used in determining the economic value of our mineral reserves, such as the coal price and foreign currency exchange rates. Any change in management's estimate of the total expected future lives of the mines would impact the depreciation charge recorded in our consolidated financial statements, as well as our estimated environmental rehabilitation and decommissioning obligations. See "Item 4.D—Information on the company—Property, plants and equipment".

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Depreciation of natural oil and gas assets

        Depreciation of mineral assets on producing oil and gas properties and property acquisition costs is based on the units-of-production method, calculated using estimated proved developed reserves.

Useful lives of long-lived assets

        Given the significance of long-lived assets to our financial statements, any change in the depreciation period could have a material impact on our results of operations and financial condition.

        In assessing the useful life of long-lived assets, we use estimates of future cash flows and expectations regarding the future utilisation pattern of the assets to determine the depreciation to be charged on a straight-line basis over the estimated useful lives of the assets or units-of-production method where appropriate. Annually, we review the useful lives and economic capacity of the long-lived assets with reference to any events or circumstances that may indicate that an adjustment to the depreciation period is necessary.

        The assessment of the useful lives takes the following factors into account:

    The expected usage of the asset by the business. Usage is assessed with reference to the asset's expected capacity or physical output;

    The expected physical wear and tear, which depends on operational factors such as the number of shifts for which the asset is to be used, the repair and maintenance programme of the business and the care and maintenance of the asset while idle;

    Technological obsolescence arising from changes or improvements in production or from a change in the market demand for the output of the asset;

    Legal or similar limits on the use of the asset, such as expiry dates and related leases; and

    Dependency or co-dependency on supply of raw materials.

        On 1 July 2014, we implemented our Project 2050 programme to extend the useful lives of our Secunda operations to 2050. The Sasolburg and Natref operations were extended to 2034. The extension of useful lives has been accounted for as a change in estimate and has been applied prospectively.

Impairment of long-lived assets

        Long-lived assets are reviewed using economic valuations to calculate impairment losses whenever events or a change in circumstance indicate that the carrying amount may not be recoverable. In carrying out the economic valuations, an assessment is made of the future cash flows expected to be generated by the assets, taking into account current market conditions, the expected lives of the assets and our latest budgets. The actual outcome can vary significantly from our forecasts, thereby affecting our assessment of future cash flows. Assets whose carrying values exceed their estimated recoverable amount, determined on a discounted basis, are written down to an amount determined using discounted net future cash flows expected to be generated by the asset. The expected future cash flows are discounted based on a risk adjusted discounted rate which is derived from Sasol's weighted average cost of capital (WACC).

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        The related WACC and risk adjusted discount rates at 30 June 2015 and 2014 were:

 
   
  South
Africa
  United States
of America
  Europe   Canada  
 
   
  %
  %
  %
  %
 

Weighted average cost of capital

    2015     12,95     8,00     8,00-9,35     8,00  

Discount rate—risk adjusted

    2015     12,95     8,00     8,00-9,35     9,80  

Weighted average cost of capital

    2014     12,95     8,00     8,00-11,20     8,00  

Discount rate—risk adjusted

    2014     12,95     8,00     8,00-11,20     8,00  

        Discount rates for all other countries are based on their specific risk rate. Refer to the discussions included below under the Segment overview for the financial impact of the impairment assessments performed during the current year.

        Management has considered the sensitivity of the values in use to various key assumptions such as crude oil and gas prices, commodity prices and exchange rates. These sensitivities have been taken into consideration in determining the required impairments and reversals of impairments.

        With regard to the impairment recognised in 2015 in respect of the Canadian shale gas assets, the value in use is particularly sensitive to changes in gas prices, the estimated ultimate recovery factor as well as changes in drilling and completion costs. These variables are interdependent and accordingly a 5% change in any of these variables could change the recoverable amount by CAD210 million—CAD315 million.

        In 2015, we recognised a reversal of impairment in respect of the Performance Chemicals wax business. The Fischer-Tropsch Wax Expansion Project (FTWEP) is particularly sensitive to changes in the US dollar exchange rate. A 10 cents change in the US dollar exchange rate would change the recoverable amount by approximately R164 million.

        Refer to Note 38 in "Item 18—Financial statements" for the table that includes the assumptions used for impairment testing.

Environmental rehabilitation and decommissioning obligations

        We have significant obligations to remove plant and equipment, rehabilitate land in areas in which we conduct operations upon termination of such operations and incur expenditure relating to environmental contamination treatment and cleanup. Environmental rehabilitation and decommissioning obligations are primarily associated with our mining, oil and gas and petrochemical operations around the world.

        Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Expenditure related to environmental contamination treatment and cleanup incurred during the production of inventory in normal operations is expensed. The estimated fair value of dismantling and removing facilities is accrued for as the obligation arises, if estimable, concurrent with the recognition of an increase in the related asset's carrying value. Estimating the future asset removal expenditure is complex and requires management to make estimates and judgements because most of the removal obligations will be fulfilled in the future and contracts and regulations often have vague descriptions of what constitutes removal. Future asset removal costs are also influenced by changing removal technologies, political, environmental, safety, business relations and statutory considerations.

        The group's environmental rehabilitation and decommissioning obligations accrued at 30 June 2015 were R11 022 million compared to R11 013 million in 2014.

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        It is envisaged that, based on the current information available, any additional liability in excess of the amounts provided will not have a material adverse effect on the group's financial position, liquidity or cash flow.

        The following risk-free rates were used to discount the estimated cash flows based on the underlying currency and time duration of the obligation:

 
  2015   2014   2013  
 
  %
  %
  %
 

South Africa

    6,7 to 8,7     6,4 to 8,7     5,5 to 8,3  

Europe

    0,1 to 1,8     0,3 to 2,4     0,3 to 2,5  

United States

    0,5 to 3,0     0,3 to 3,6     0,4 to 3,5  

Canada

    0,9 to 2,9     1,3 to 3,4     1,1 to 3,3  

        An increase in the discount rate by one percentage point would result in a decrease in the long-term obligations recognised of approximately R1 758 million and a decrease of one percentage point would result in an increase in the long-term obligations recognised of approximately R 2 351 million.

Employee benefits

        We provide for our obligations and expenses for pension and provident funds as they apply to both defined contribution and defined benefit schemes, as well as post-retirement healthcare benefits. The amount provided is determined based on a number of assumptions and in consultation with an independent actuary. These assumptions are described in Note 21 to "Item 18—Financial statements" and include, among others, the discount rate, healthcare cost inflation and rates of increase in compensation costs. The nature of the assumptions is inherently long-term, and future experience may differ from these estimates.

        The group provides post-retirement healthcare benefits to certain of its retirees. The entitlement to these benefits is usually based on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued on a systematic basis over the expected remaining period of employment, using the accounting methodology described in respect of defined benefit pension plans above. A one percentage point increase in assumed healthcare cost trend rates would increase the accumulated healthcare post-retirement benefit obligation by approximately R651 million to R4 954 million.

        The group's net obligation in respect of defined benefit pension plans is actuarially calculated separately for each plan by deducting the fair value of plan assets from the gross obligation for post-retirement benefits. The gross obligation is determined by estimating the future benefit attributable to employees in return for services rendered to date.

        While management believes that the assumptions used are appropriate, significant changes in the assumptions may materially affect our pension and other post-retirement obligations and future expense. For example, a one percentage point increase in the pension increase assumption would increase the post-retirement pension obligation by approximately R1 935 million. Similarly, a one percentage point decrease in the discount rate assumption would increase the post-retirement pension obligation by approximately R1 917 million.

        In terms of the Pension Funds Second Amendment Act 2001, the Sasol Pension Fund (Fund) in South Africa undertook a surplus apportionment exercise as at 31 December 2002. The surplus apportionment exercise, and the 31 December 2002 statutory valuation of the fund, was approved by the Financial Services Board on 26 September 2006. Payments of benefits to former members in terms of the surplus apportionment scheme have been substantially completed and an amount of R114 million has been set aside for members that have not claimed their benefits. Based on the rules

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of the fund, the latest actuarial valuation of the fund and the approval of the trustees of the surplus allocation, the company has an unconditional entitlement to only the funds in the employer surplus account and the contribution reserve. The estimated surplus due to the company amounted to approximately R590 million as at 31 March 2015 and has been included in the pension asset recognised in the current year. In terms of the rules of the Fund, on retirement, employees employed before 1 January 2009 have an option to purchase a defined benefit pension with their member share. Should a member elect this option, the group is exposed to actuarial risk from the date of retirement. Since Sasol is exposed to actuarial risk, the Fund has been classified as a defined benefit plan.

Fair value estimations of financial instruments

        We base fair values of financial instruments on quoted market prices of identical instruments, where available. If quoted market prices are not available, fair value is determined based on other relevant factors, including dealers' price quotations and price quotations for similar instruments traded in different markets. Fair value for certain derivatives is based on pricing models that consider current market and contractual prices for the underlying financial instruments or commodities, as well as the time value and yield curve or fluctuation factors underlying the positions. Pricing models and their underlying assumptions impact the amount and timing of unrealised gains and losses recognised, and the use of different pricing models or assumptions could produce different financial results. Refer to "Item 11—Quantitative and qualitative disclosures about market risk".

Deferred tax

        We apply significant judgement in determining our provision for income taxes and our deferred tax assets and liabilities. Temporary differences arise between the carrying values of assets and liabilities for accounting purposes and the amounts used for tax purposes. These temporary differences result in tax liabilities being recognised and deferred tax assets being considered based on the probability of our deferred tax assets being recoverable from future taxable income. 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. We provide deferred tax using enacted or substantively enacted tax rates at the reporting date on all temporary differences arising between the carrying values of assets and liabilities for accounting purposes and the amounts used for tax purposes unless there is a temporary difference that is specifically excluded in accordance with IFRS. The carrying value of our net deferred tax assets assumes that we will be able to generate sufficient future taxable income in applicable tax jurisdictions, based on estimates and assumptions.

Commitments and contingencies

        Management's current estimated range of liabilities relating to certain pending liabilities for claims, litigation, competition matters, tax matters and environmental remediation is based on management's judgement and estimates of the amount of loss. The actual costs may vary significantly from estimates for a variety of reasons. A liability is recognised for these types of contingencies if management determines that the loss is both probable and estimable. We have recorded the estimated liability where such amount can be determined. As additional information becomes available, we will assess the potential liability related to our pending litigation proceedings and revise our estimates. Such revisions in our estimates of the potential liability could materially impact our results of operation and financial position. See "Item 4.B—Business overview—Legal proceeding and other contingencies" and "Item 5.E—Off-balance sheet arrangements".

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OUR RESULTS OF OPERATIONS

        The financial results for the years ended 30 June 2015, 2014 and 2013 below are stated in accordance with IFRS as issued by the IASB.

Results of operations

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Turnover

    185 266     202 683     (17 417 )   (9 )   169 891     32 792     19  

Operating costs and expenses

    (139 967 )   (153 380 )   13 413     (9 )   (128 163 )   (25 217 )   20  

Remeasurement items

    (807 )   (7 629 )   6 822     (89 )   (2 949 )   (4 680 )   159  

Share of profit of equity accounted joint ventures, net of tax

    2 098     3 810     (1 712 )   (45 )   1 562     2 248     144  

Share of (losses) / profit of associates, net of tax

    (41 )   334     (375 )   (112 )   504     (170 )   (34 )

Profit from operations

    46 549     45 818     731     2     40 845     4 973     12  

Net finance costs

    (956 )   (705 )   (251 )   36     (1 139 )   434     (38 )

                                  5407        

Profit before tax

    45 593     45 113     480     1     39 706     5 407     14  

Taxation

    (14 431 )   (14 696 )   265     (2 )   (12 595 )   (2 101 )   17  

Profit

    31 162     30 417     745     2     27 111     3 306     12  

Attributable to

                                           

Shareholders

    29 716     29 580     136         26 274     3 306     13  

Non-controlling interests in subsidiaries

    1 446     837     609     73     837          

    31 162     30 417     745     2     27 111     3 306     12  

Overview

        Financial year 2015 was a pivotal and challenging year for Sasol, marked by sluggish global economic growth and increased volatility in oil prices and exchange rates. Despite the challenging macroeconomic environment, the Group delivered strong results with profit from operations 2% higher at R46,5 billion. This was underpinned by a strong operational performance across most of our global businesses, with increased sales volumes, resilient margins despite low oil prices and a continued focus on cost containment and cash conservation.

        Our Business Performance Enhancement Programme (BPEP), introduced in 2012, helped prepare us for the dramatic fall in crude oil prices: they fell from US$110 per barrel in July 2014 to a low of US$45 per barrel in January 2015. They then steadied at around US$50 to US$65 per barrel for the rest of the financial year, before again falling below US$50 per barrel after the financial year end on 30 June 2015.

        To mitigate the challenges of a lower-for-longer oil price environment, in January 2015 we implemented our Response Plan to conserve between R30 billion and R50 billion in cash over a 30-month period. Simultaneously, we reshaped our capital portfolio, changed our dividend policy, improved our working capital and further reduced our cost base to ensure that we have the flexibility to respond decisively to the challenging global environment.

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Financial performance

        Profit from operations of R46,5 billion increased by 2% compared to the prior year. This achievement was due to a strong overall operational performance with increased sales volumes, resilient margins and cost increases contained to below inflation. Conversely, the group's profitability was adversely impacted by a 33% decline in average Brent crude oil prices (average dated Brent was US$73,46/barrel for the year ended 30 June 2015 compared with US$109,40/barrel in the prior year). This decrease was partly off-set by a 10% weaker average rand/US dollar exchange rate (R11,45/US$ for the year ended 30 June 2015 compared with R10,39/US$ in the prior year).

        During 2015, profitability was positively impacted by the following significant items:

    a cash-settled share-based payment credit to the income statement of R1,4 billion compared to an expense of R5,4 billion in the prior year, largely due to a 29% lower share price (closing share price of R450,00 compared to R632,36 in the prior year), partially negated by the increase in the number of share options exercised during the year;

    the extension of the useful life of our operating assets in South Africa resulting in a decrease in depreciation of R1,4 billion and environmental rehabilitation provisions of R1,8 billion; and

    net remeasurement items expense of R0,8 billion in the current year compared to a R7,6 billion expense in the prior year. These items relate mainly to the full reversal of the previous R2,0 billion impairment of the FT Wax Expansion Project, the partial impairment of our Canadian shale gas assets of R1,3 billion and the partial impairment of our Etame assets in Gabon of R1,3 billion.

Excluding the impact of remeasurement items, net once-off charges and movements in our share-based payment expense, earnings attributable to shareholders decreased by 30%.

        In 2014, profit from operations was boosted by a 17% weaker average rand/US dollar exchange rate (R10,39/US$ for the year ended 30 June 2014 compared with R8,85/US$ in the prior year), and a progressive improvement in chemical prices, while the average Brent crude oil price remained relatively flat (average dated Brent was US$109,40/barrel for the year ended 30 June 2014 compared with US$108,66/barrel in the prior year). Profit from operations was negatively impacted by remeasurement items totalling R7,6 billion. These items relate primarily to the R5,3 billion (CAD540 million) partial impairment of our Canadian shale gas asset, and the R466 million (EUR32 million) partial impairment and final loss on disposal of R966 million (EUR67 million) of our Solvents Germany assets.

        In 2013, profit from operations was negatively impacted by net once-off charges totalling R2 949 million. These items relate primarily to partial impairment of the FT Wax Expansion Project of R2 billion and of our Solvents Germany business of R242 million, as well as the write off of the Mupeji-1 dry well in Mozambique amounting to R442 million. These once-off items also include a gain relating to the remeasurement to fair value of our existing shareholding in the Sasol Phenolics (Merisol) business of R233 million, which arose from the acquisition of the remaining 50% of Sasol Phenolics. Profit from operations further includes a gain on the valuation of the open Canadian forward exchange contracts amounting to R439 million.

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Turnover

        Turnover consists of the following categories:

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Sale of products

    183 935     200 960     (17 025 )   (8 )   168 300     32 660     19  

Services rendered

    998     1 082     (84 )   (8 )   947     135     14  

Other trading income

    333     641     (308 )   (48 )   644     (3 )    

Turnover

    185 266     202 683     (17 417 )   (9 )   169 891     32 792     19  

        The primary factors contributing to these (decreases) /increases were:

 
  Change
2015/2014
  Change
2014/2013
 
 
  (Rand in
millions)

 
%

  (Rand in
millions)

 
%

 

Turnover, 2014 and 2013, respectively

    202 683           169 891        

Exchange rate effects

    6 161     3     17 485     10  

Product prices

    (27 439 )   (14 )   9 752     6  

crude oil

    (21 493 )   (11 )   210      

other products (including chemicals)

    (5 946 )   (3 )   9 542     6  

Net volume changes

    3 390     2     4 599     3  

Other effects

    471         956      

Turnover, 2015 and 2014, respectively

    185 266     (9 )   202 683     19  

Operating costs and expenses

        Operating costs and expenses consists of the following categories:

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Materials, energy and consumables used

    (80 169 )   (89 224 )   9 055     (10 )   (76 617 )   (12 607 )   16  

Selling and distribution costs

    (6 041 )   (5 762 )   (279 )   5     (5 102 )   (660 )   13  

Maintenance expenditure

    (7 628 )   (8 290 )   662     (8 )   (7 243 )   (1 047 )   14  

Employee related expenditure

    (22 096 )   (28 569 )   6 473     (23 )   (22 477 )   (6 092 )   27  

Exploration expenditure and feasibility costs

    (554 )   (604 )   50     (8 )   (1 369 )   765     (56 )

Depreciation and amortisation

    (13 567 )   (13 516 )   (51 )       (11 121 )   (2 395 )   22  

Translation (losses) / gains

    (1 115 )   798     (1 913 )   (240 )   2 892     (2 094 )   (72 )

Other operating expenses

    (10 164 )   (12 522 )   2 358     (19 )   (8 889 )   (3 633 )   41  

Other operating income

    1 367     4 309     (2 942 )   (68 )   1 763     2 546     144  

Operating costs and expenses

    (139 967 )   (153 380 )   13 413     (9 )   (128 163 )   (25 217 )   20  

        Materials, energy and consumables used.    Materials, energy and consumables used in 2015 amounted to R80 169 million, a decrease of R9 055 million, or 10%, compared with R89 224 million in 2014, which increased by 16% from R76 617 million in 2013. The decrease in 2015 compared to 2014 was mainly due the sharp decline in crude oil prices, partially offset by higher production volumes in our Energy Business. Production volumes at Secunda Synfuels Operations and Natref operations increased by 2% and 6%, respectively, in comparison with the prior year. The increase in 2014

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compared to 2013 was mainly due to increase in volumes and feedstock prices and higher external purchases by the Energy Business.

        Selling and distribution costs.    These costs comprise of marketing and distribution of products, freight and customs and excise duty after the point of sale. Selling and distribution costs in 2015 amounted to R6 041 million, which represents an increase of R279 million, or 5%, compared with R5 762 million in 2014, which increased by R660 million compared with R5 102 million in 2013. The variation in these costs was mainly attributable to the weaker rand against major currencies, which impacted our foreign operations during 2015. Selling and distribution costs represented 3% of sales in 2015, 2014 and 2013.

        Maintenance expenditure.    Maintenance expenditure in 2015 amounted to R7 628 million, which represents a decrease of R662 million, or 8%, compared with R8 290 million in 2014, which increased by R1 047 million compared with R7 243 million in 2013. The reduction in maintenance expenditure in 2015 compared to 2014 was mainly due to the implementation of our BPEP and Response Plan initiatives to reduce cash costs, without compromising on the safety, reliability and the sustainability of our operations. The increase from 2014 compared to 2013 was due to inflation, renewal activity due to the ageing plant and increase in maintenance activities at Secunda Synfuels Operations.

        Employee related expenditure.    Employee related expenditure amounted to R22 096 million, which represents a decrease of R6 473 million, or 23%, compared with R28 569 million in 2014, which increased by R6 092 million, or 27%, from 2013. This amount includes labour costs of R23 257 million (2014—R22 917 million and 2013—R20 439 million) and a cash settled share-based payment credit to the income statement of R1 161 million, largely due to a 29% lower share price (2014—R5 652 million (expense) and 2013—R2 038 million (expense)). Excluding the effect of the share-based payment expenses, our employee costs increased by only R340 million or 1% in 2015. This is due to the implementation of our BPEP, whereby, at 30 June 2015, nearly 2 500 voluntary separations and early retirement applications were approved by the company. Our overall headcount reduced from 33 400 to 30 919 employees, a net reduction of 7,4%.

        In 2014, the increase in labour costs was mainly due to the higher share-based payment expense resulting from the 47% increase in Sasol's share price over the 2014 financial year. Excluding the effect of the share-based payment expense, our employee costs increased by R2,4 billion (approximately 12%), which is due to annual inflationary increases of 7,8%, as well as the effects of exchange rates.

        In 2013, the increase in labour costs was mainly due to average annual inflationary increases of approximately 7%, increased share-based payment expenses related to the performance of the Sasol ordinary share price of 7%, an increase in employee numbers of 4%, as well as the effects of exchange rates of 4%.

        Exploration expenditure and feasibility costs.    Exploration expenditure and feasibility costs in 2015 amounted to R554 million, which represents a decrease of R50 million, or 8%, compared with R604 million in 2014, which decreased by R765 million compared with R1 369 million in 2013. The decrease in 2015 compared to 2014 was mainly due to the implementation of our BPEP and Response Plan initiatives where we focused on reducing our exploration spend.

        Depreciation and amortisation.    Depreciation and amortisation in 2015 amounted to R13 567 million, which represents an increase of R51 million, compared with R13 516 million in 2014, which increased by R2 395 million compared with R11 121 million in 2013. The extension of the useful life of our operating assets in South Africa resulted in a decrease in depreciation of R1,4 billion, which was offset by the increase in depreciation of assets that reached beneficial operation during the year in Secunda Synfuels Operations, Mining and Performance Chemicals.

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        The increase in depreciation and amortisation in 2014 compared to 2013 is mainly due to the increase in assets that reached beneficial operation in 2014 at Secunda Synfuels operations, Mining and Base Chemicals, as well as the impact of the weaker rand/US dollar exchange rate.

        Translation (losses) / gains.    Translation losses arising primarily from the translation of monetary assets and liabilities amounted to R1 115 million in 2015 compared to a R798 million gain in 2014 and a R2 892 million gain in 2013. The loss recognised includes losses on the valuation of the open Canadian forward exchange contracts amounting to R205 million which were entered into to protect our capital investments against foreign currency risk.

        The closing rate is used to translate, to rand, all our monetary assets and liabilities denominated in a currency other than the rand at the reporting date and, as a result, a net gain was recognised on these translations in 2014. The strengthening of the rand has a positive impact on the translation of our monetary liabilities, while the weakening of the rand has a positive impact on the translation of our monetary assets.

        Other operating expenses.    Other operating expenses in 2015 amounted to R10 164 million, a decrease of R2 358 million, compared to R12 522 million in 2014, which increased by R3 633 million from R8 889 million in 2013.

        This amount includes rental expenses of R1 114 million (2014—R1 141 million and 2013—R931 million), insurance costs of R542 million (2014—R649 million and 2013—R470 million), computer costs of R1 614 million (2014—R1 568 million and 2013—R1 486 million), hired labour of R804 million (2014—R771 million and 2013—R797 million), professional fees of R1 227 million (2014—R 1 415 million and 2013—R1 586 million) and other expenses of R3 785 million (2014—R5 644 million and 2013—R3 444 million). In 2015, restructuring costs of R1 525 million (2014—R 714 million) relating to the BPEP were included in other operating expenses as well as the reversal of the administrative penalty of R534 million, which was imposed by the Competition Tribunal in June 2014.

        Other operating income.    Other operating income in 2015 amounted to R1 367 million, which represents a decrease of R2 942 million, or 68%, compared with R4 309 million in 2014, mainly due to the European Union cartel fine reduction which was recognised in 2014. Other operating income increased by R2 546 million in 2014 compared with R1 763 million in 2013.

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        Remeasurement items    The effects of remeasurement items(1) recognised for the year ended 30 June are set out below:

 
   
  2015   2014   2013    
 
   
  (Rand in millions)
   

Operating Business Units

                         

Mining

        31     7     7    

scrapping of assets

        53         13    

loss on disposal of other assets

            4        

—(profit) / loss on disposal of property, plant and equipment

        (22 )   3     (6 )  

Exploration and Production International

        3 126     5 472     428    

impairments

        2 622     5 439     15    

scrapping of assets

        2     (7 )   14    

profit on disposal of property, plant and equipment and other assets

        (67 )   (3 )   (1 )  

loss / (profit) on disposal of businesses

        569         (69 )  

write off of unsuccessful exploration wells

            43     469    

Strategic Business Units

                         

Energy

        (104 )   47     122    

impairments

        157     283     45    

reversal of impairments

                (8 )  

scrapping of assets

        211     212     79    

realisation of foreign currency translation reserve

        (329 )          

—(profit) / loss on disposal of property, plant and equipment and other assets

        (17 )   5     8    

profit on disposal of businesses

        (126 )   (453 )   (2 )  

Base Chemicals

        93     1 765     433    

impairments

        3     499     282    

scrapping of assets

        121     183     144    

(profit) / loss on disposal of property, plant and equipment

        (211 )   (7 )   1    

loss on disposal of intangible assets

        169     2     6    

loss on disposal of businesses

        11     1 088        

Performance Chemicals

        (1 804 )   254     1 847    

impairments

        63     67     2 096    

reversal of impairments

        (2 029 )   (21 )   (25 )  

scrapping of assets

        154     205     19    

—(profit) / loss on disposal of property, plant and equipment

        (9 )   3     4    

loss / (profit) on disposal of businesses

        17         (247 )  

Other

                         

Group Functions

        (535 )   84     112    

impairments

        1     3     53    

scrapping of assets

        9     44     70    

realisation of foreign currency translation reserve

        (547 )          

loss on disposal of other assets

        10     50        

profit on disposal of property, plant and equipment and intangible assets

        (8 )   (13 )   (11 )  

Remeasurement items

        807     7 629     2 949    

(1)
Remeasurement items includes items of income and expense recognised in the income statement that do not relate to the normal operating activities of the reporting entity and includes the impairment of non-current assets, profit or loss on disposal of non-current assets including businesses and investments, and scrapping of assets.

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Profit from operations

        The factors contributing to the increase in profit from operations are set forth in the table below:

 
  Change
2015/2014
  Change
2014/2013
 
 
  (Rand in
millions)
  %   (Rand in
millions)
  %  

Profit from operations, 2014 and 2013, respectively

    45 818           40 845        

Exchange rate effects(1)

    6 486     15     11 217     27  

Net product and feedstock price(2)

    (21 008 )   (46 )   1 229     3  

crude oil effects

    (18 787 )   (41 )   (410 )   (1 )

other products (including chemicals)

    (2 221 )   (5 )   1 639     4  

Inflation on other operating costs

    (2 336 )   (5 )   (2 385 )   (6 )

Net volume and productivity effects(3)

    2 350     5     2 929     7  

Effects of remeasurement items(4)

    6 822     15     (4 682 )   (11 )

Other effects(5)

    8 417     18     (3 335 )   (8 )

Profit from operations, 2015 and 2014, respectively

    46 549           45 818        

(1)
This arises primarily from the effects of the average US dollar exchange rate during the year on both turnover and operating expenses.

(2)
This arises primarily from the effects of changes in product and feedstock prices on turnover and materials, energy and consumables used.

(3)
This arises primarily from the effects of plant volumes and productivity on materials, energy and consumables used and services rendered.

(4)
This arises primarily from the effects of remeasurement items—refer to previous analysis.

(5)
These primarily include the effects of the cash settled share-based payment credit to the income statement of R1,4 billion for the year ended 30 June 2015 compared to an expense of R5,4 billion in the prior year.

Share of profit of equity accounted joint ventures, net of tax

        Share of profit of equity accounted joint ventures, net of tax consists of the following:

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Profit before tax

    2 205     3 871     (1 666 )   (43 )   1 520     2 351     155  

Taxation

    (107 )   (61 )   (46 )   75     42     (103 )   (245 )

Share of equity accounted joint ventures, net of tax

    2 098     3 810     (1 712 )   (45 )   1 562     2 248     144  

Remeasurement items net of tax

    1     (13 )   14     108     (3 459 )   3 446     100  

        The share of equity accounted joint ventures (net of tax) amounted to R2 098 million in 2015 compared with R3 810 million in 2014. This decrease was primarily due to lower oil prices and an earlier than planned shutdown at our ORYX GTL facility.

        During 2014, profit of equity accounted joint ventures increased mainly due to our share of income from the ORYX GTL joint venture, which increased by 52% to R4 028 million. This was due to the record average utilisation rate of 97% for the 2014 financial year as well as the effect of the weaker rand/US dollar exchange rate.

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        The 2013 remeasurement items include the impairment of Arya Sasol Polymers Company of R3 611 million.

Share of profit of associates, net of tax

        Share of profit of associates, net of tax consists of the following:

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in
millions)

  (%)
 

Profit before tax

    128     441     (313 )   (71 )   658     (217 )   (33 )

Taxation

    (169 )   (107 )   (62 )   58     (154 )   47     (31 )

Share of (losses) /profit of associates, net of tax

    (41 )   334     (375 )   (112 )   504     (170 )   (34 )

        The share of losses of associates (net of tax) amounted to R41 million in 2015 compared with a profit from associates of R334 million in 2014 and R504 million in 2013. The share of loss of associates in 2015 is mainly due to the lower oil price and start-up losses recognised on the Escravos gas-to-liquids (EGTL) plant in Nigeria. The EGTL plant achieved beneficial operation (BO), with its first train achieving BO in June 2014, followed by the second train during November 2014. The EGTL plant continues to ramp up towards design capacity.

        The decrease in profit of associates in 2014 compared to 2013 was due to the lower share of associates profit earned during the year, coupled with Wesco China no longer being equity accounted. Sasol acquired the remaining 60% shareholding in Wesco China in September 2013.

Net finance costs

        Net finance cost consists of the following:

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Finance income

    1 274     1 220     54     4     669     551     82  

Finance costs

    (2 230 )   (1 925 )   (305 )   16     (1 808 )   (117 )   6  

Net finance costs

    (956 )   (705 )   (251 )   36     (1 139 )   434     (38 )

        Finance income.    Finance income in 2015 amounted to R1 274 million, which represents an increase of R54 million, or 4%, compared with R1 220 million in 2014, which increased by R551 million compared with R669 million in 2013. Included in finance income for the 2015 financial year is R1 189 million in interest received (2014—R1 770 million and 2013—R642 million) and dividends received of R46 million (2014—R38 million and 2013—R24 million). The increase in finance income in 2015 compared to 2014, as well as the increase in 2014 compared to 2013 was mainly due to higher average cash balances.

        Finance costs.    Finance costs in 2015 amounted to R2 230 million, which represents an increase of R305 million, or 16%, compared with R1 925 million in 2014, which increased by R117 million compared with R1 808 million in 2013. The increase in 2015 was mainly due to the additional debt raised to finance the Lake Charles Chemical Project in Louisiana. Included in finance costs for the 2015 financial year is R1 333 million interest on debt (2014—R810 million and 2013—R623 million), R1 034 million on the A and B preference share debt (2014—R793 million and 2013—R771 million) that relates to the Sasol Inzalo long-term debt and notional interest of R725 million (2014—R616 million

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and 2013—R556 million). R1 118 million was capitalised to assets under construction during 2015 (2014—R530 million and 2013—R300 million).

Income tax

        Income tax expense in 2015 amounted to R14 431 million, a decrease of 2%, compared with R14 696 million in 2014, which increased by 17% from R12 595 million in 2013.

        The income statement charge consists of the following:

 
  2015   2014   2013  
 
  (Rand in millions)
 

Current tax

                   

—South African normal tax

    5 673     10 717     9 289  

—Dividend withholding tax

    80     82     69  

—Foreign tax

    3 077     2 130     1 979  

Total current tax

    8 830     12 929     11 337  

Deferred tax

                   

—South African

    5 425     1 256     1 278  

—Foreign

    176     511     (20 )

Total deferred tax expense

    5 601     1 767     1 258  

Income tax expense for the year

    14 431     14 696     12 595  

        The effective tax rate was 31,7% in 2015, 32,6% in 2014 and 31,7% in 2013.

        The reduction in the effective tax rate from 32,6% to 31,7% resulted mainly due to the impact of the R1,3 billion partial impairment of our Canadian shale gas assets in 2015 compared to the partial impairment of R5,3 billion in the prior year. A deferred tax asset was not recognised for the impairment, due to the uncertainty of future taxable income.

        The difference between the South African statutory tax rate of 28% and the effective tax rate of 31,7% in 2015 was mainly due to tax losses in Canada and Italy, for which no deferred tax assets were recognised. The recognition of the deferred tax asset and the utilisation of tax losses is reviewed at each reporting period and accordingly, the effective tax rate could be impacted.

Non-controlling interests in subsidiaries

        Profit attributable to non-controlling interests in subsidiaries in 2015 amounted to R1 446 million compared with R837 million in 2014 and R837 million in 2013.

        The increase from 2014 to 2015 was mainly due to the increase in profits of Mining, Sasol Oil and Republic of Mozambique Pipeline Investment Company.

        While the share of profit attributable to non-controlling interests was the same in 2014 as in 2013, Sasol Gas' profit increased while Sasol Oil's profit decreased, resulting in unchanged profit attributable to non-controlling interest in 2014 compared to 2013.

Segment overview

        Segmental financial performance is measured on a management basis. This approach is based on the way in which the President and Chief Executive Officer organises segments within our group for making operating decisions and assessing performance. The segment overview included below is based on our segment results. Inter-segment turnover was entered into under terms and conditions substantially similar to terms and conditions which would have been negotiated with an independent third party.

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Turnover per segment

 
  Operating business units   Strategic business units  
 
  Mining   Exploration and
Production
International
  Energy   Base Chemicals   Performance
Chemicals
  Other   Total  
 
  (Rand in millions)
 

2015

                                           

External turnover

    2 215     2 043     75 264     36 838     68 874     32     185 266  

% of external turnover

    1 %   1 %   41 %   20 %   37 %       100 %

Inter-segment turnover

    13 472     3 129     536     2 890     2 910     189     23 126  

% of inter-segment turnover

    58 %   14 %   2 %   12 %   13 %   1 %   100 %

Total turnover

    15 687     5 172     75 800     39 728     71 784     221     208 392  

2014

                                           

External turnover

    2 154     2 990     84 632     42 262     70 592     53     202 683  

% of external turnover

    1 %   1 %   42 %   21 %   35 %       100 %

Inter-segment turnover

    11 980     2 218     1 420     2 778     2 982         21 378  

% of inter-segment turnover

    56 %   10 %   7 %   13 %   14 %       100 %

Total turnover

    14 134     5 208     86 052     45 040     73 574     53     224 061  

2013

                                           

External turnover

    1 833     2 177     71 342     41 174     53 352     13     169 891  

% of external turnover

    1 %   1 %   42 %   24 %   32 %       100 %

Inter-segment turnover

    10 491     1 457     610     2 463     2 063         17 084  

% of inter-segment turnover

    61 %   9 %   4 %   14 %   12 %       100 %

Total turnover

    12 324     3 634     71 952     43 637     55 415     13     186 975  


Profit from operations per segment

 
  Operating business units   Strategic business units  
 
  Mining   Exploration and
Production
International
  Energy   Base Chemicals   Performance
Chemicals
  Other   Total  
 
  (Rand in millions)
 

Profit from operations 2015

    4 343     (3 170 )   22 526     10 208     12 714     (72 )   46 549  

% of total

    9 %   (7 )%   48 %   22 %   27 %       100 %

Profit from operations 2014

    2 453     (5 980 )   31 423     6 742     11 848     (668 )   45 818  

% of total

    5 %   (13 )%   69 %   15 %   26 %   (1 )%   100 %

Profit from operations 2013

    2 214     (1 886 )   26 973     4 146     6 955     2 443     40 845  

% of total

    5 %   (5 )%   66 %   10 %   17 %   6 %   100 %

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Segment review

Operating Business Units

Mining—results of operations

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Turnover

                                           

External

    2 215     2 154     61     3     1 833     321     18  

Inter-segment

    13 472     11 980     1 492     12     10 491     1 489     14  

Total turnover

    15 687     14 134     1 553     11     12 324     1 810     15  

Operating costs and expenses(1)

    (11 344 )   (11 681 )   337     (3 )   (10 110 )   (1 571 )   16  

Profit from operations

    4 343     2 453     1 890     77     2 214     239     11  

Operating margin %

    28     17                 18              

(1)
Operating costs and expenses net of other income.

Results of operations 2015 compared to 2014

        Total turnover increased by 11% from R14 134 million to R15 687 million. Profit from operations increased by 77% to R4 343 million compared to the prior year. This was mainly as a result of a 2% increase in productivity, the optimisation of production opportunities, benefits of the BPEP of R569 million and higher export coal volumes, which was partially negated by lower export coal prices.

        Production volumes remained at 41,2 Mt for 2015 compared with 41,5 Mt in 2014.

        Operating costs and expenses decreased by 3%, mainly due to the BPEP initiative which focused on cost reduction. Normalised mining unit costs of production decreased by 2% compared to the prior year.

Results of operations 2014 compared to 2013

        Total turnover increased by 15% from R12 324 million to R14 134 million. Profit from operations increased by 11% to R2 453 million compared to the prior year. The improved profitability was supported by higher export volumes, increased internal sales prices, as well as the weaker rand/US$ exchange rate. Mining's normalised mining unit cost from its operations increased by 7% compared with the prior year. Sales volumes remained flat at 44,5 million tons (Mt) in 2014 compared with 2013.

        Production volumes increased by 3,5% to 41,5 Mt for 2014 compared with 40,1 Mt in 2013.

        Operating costs and expenses increased by 16%, mainly due to inflation, higher production, higher than inflation related labour changes stemming from a sensitive labour environment in the mining industry and the maintaining of duplicated infrastructure associated with opening three new operations simultaneously. Additional employees were also appointed to assist with opening up reserves faster and supporting production stability.

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        The main factors contributing to the increase in profit from operations were:

 
  Change
2015/2014
  Change
2014/2013
 
 
  (Rand in
millions)

  %
  (Rand in
millions)

  %
 

Profit from operations, 2014 and 2013, respectively

    2 453           2 214        

Exchange rate effects

    249     10     320     14  

Net product price

    680     28     614     28  

Inflation on other operating costs

    (287 )   (12 )   (383 )   (17 )

Net volume and productivity effects

    226     9          

Effects of remeasurement items

    (24 )   (1 )        

Other effects(1)

    1 046     43     (312 )   (14 )

Profit from operations, 2015 and 2014, respectively

    4 343           2 453        

(1)
Other effects include share-based payments and higher depreciation due to new mines being completed.

Remeasurement items

        Operating costs and expenses include the effect of the following remeasurement items:

 
  2015   2014   2013  
 
  (Rand in millions)
 

Scrapping of property, plant and equipment

    6         13  

Scrapping of assets under construction

    47          

Loss on disposal of other assets

        4      

(Profit) / loss on disposal of property, plant and equipment

    (22 )   3     (6 )

Total loss

    31     7     7  

        Significant remeasurement items in 2015 include the scrapping of assets under construction of R47 million which related to belting equipment that did not comply with specifications. The profit on disposal of property, plant and equipment of R22 million related to the sale of land which was no longer required for mining purposes.

        There were no significant remeasurement items in 2014 and 2013.

Exploration and Production International—results of operations

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Turnover

                                           

External

    2 043     2 990     (947 )   (32 )   2 177     813     37  

Inter-segment

    3 129     2 218     911     41     1 457     761     52  

Total turnover

    5 172     5 208     (36 )   (1 )   3 634     1 574     43  

Operating costs and expenses(1)

    (8 342 )   (11 188 )   2 846     (25 )   (5 520 )   (5 668 )   103  

Loss from operations

    (3 170 )   (5 980 )   2 810     (47 )   (1 886 )   (4 094 )   217  

Operating margin %

    (61 )   (115 )               (52 )            

(1)
Operating costs and expenses net of other income including exploration costs and depreciation.

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Results of operations 2015 compared to 2014

        Total turnover decreased by 1% from R5 208 million in 2014 to R5 172 million in 2015.

        Our Canadian operations produced and sold 21,8 billion standard cubic feet (bscf) of natural gas during 2015 compared to 21,3 bscf in 2014. Total condensate sales increased from 0,3 million bbl in 2014 to 0,5 million bbl in 2015. Oil production in Gabon was slightly lower and averaged 16 284 barrels of oil per day (on a gross basis).

        The business recorded a loss from operations of R3 170 million compared to a loss from operations of R5 980 million in the prior year. Excluding the partial impairment of our Canadian shale gas operations of R1 296 million, the partial impairment reported during the first half of the financial year of R1 331 million of our Etame assets in Gabon, and a loss of R569 million on exiting the Nigerian upstream licences, the business generated a profit of R26 million in 2015.

        Our Mozambican producing operations recorded a profit of R1 847 million (2014—R1 586 million), principally due to favourable gas prices and a 13% increase in gas volumes, coupled with increased cost containment initiatives. Our Gabon assets recorded a loss of R1 124 million compared to a profit of R827 million in the prior year due to lower oil prices.

        Our Canadian shale gas assets in Montney generated a loss from operations of R2 449 million compared to a loss of R7 003 million in 2014, which included the partial impairment of the assets of R5 308 million (CAD540 million) in the prior year. Due to a further decline in gas prices in North America, we recognised an additional partial impairment of R1 296 million (CAD133 million) on our Canadian shale gas operations during this year. Excluding the effect of the impairment, the loss decreased to R1 153 million compared to R1 695 million in the prior year, mainly due to a lower depreciation rate and operational costs.

        Despite the impact of lower gas prices and weaker oil prices affecting the profitability of the business, E&PI was able to contribute more than R3 billion to Sasol's cash conservation initiatives during the year through reduced capital cash flow and exploration spend and cash fixed cost savings.

Results of operations 2014 compared to 2013

        Total turnover increased by 43% from R3 634 million in 2013 to R5 208 million in 2014. Production volumes from our assets in Mozambique and Gabon increased by 9%, mainly due to an improvement in production. Natural gas produced and sold in Mozambique increased by 11% from 94,4 bscf in 2013 to 105,1 bscf in 2014. Our Canadian operations produced and sold 21,3 bscf of natural gas during 2014 compared to 22,3 bscf in 2013.

        Total condensate sales decreased from 0,4 million bbl in 2013 to 0,3 million bbl in 2014. Total oil sales after royalties from Gabon was 1,7 million bbl in 2014 compared to 1,5 million bbl in 2013.

        Excluding Canada, an operating profit of R1 022 million was achieved in 2014, compared to an operating loss of R71 million in 2013, mostly due to improved production from our Mozambique and Gabon assets and the positive impact of a weaker rand/US dollar exchange rate.

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        The main factors contributing to the movement in the loss from operations were:

 
  Change
2015/2014
  Change
2014/2013
 
 
  (Rand in
millions)

  %
  (Rand in
millions)

  %
 

Loss from operations, 2014 and 2013, respectively

    (5 980 )         (1 886 )      

Exchange rate effects

    (41 )   1     159     (8 )

Net product and feedstock price

    (648 )   11     337     (18 )

crude oil effects

    (847 )   14     10     (1 )

other products

    199     (3 )   327     (17 )

Inflation on other operating costs

    (14 )       (68 )   4  

Net volume and productivity effects

    602     (10 )   357     (19 )

Effects of remeasurement items(1)

    2 346     (39 )   (5 044 )   267  

Other effects

    565     (10 )   165     (9 )

Loss from operations, 2015 and 2014, respectively

    (3 170 )         (5 980 )      

(1)
The amount in 2015 includes an impairment of R1,3 billion on the Canadian shale gas operations and R1,3 billion on the Etame asset in Gabon. The amount in 2014 included the impairment of the Canadian shale gas assets of R5,3 billion.

Remeasurement items

        Operating costs and expenses include the effect of the following remeasurement items:

 
  2015   2014   2013  
 
  (Rand in millions)
 

Write-off of unsuccessful exploration wells

        43     469  

Impairment of property, plant and equipment

    238     2 828      

Impairment of assets under construction

    2 384     2 611     15  

Scrapping of property, plant and equipment

    2     (7 )   14  

Profit on sale of property, plant and equipment

    (1 )   (3 )   (1 )

Profit on sale of other assets

    (66 )        

Loss / profit on disposal of businesses

    569         (69 )

Total loss

    3 126     5 472     428  

        Significant remeasurement items for 2015 include the following:

    Due to a further decline in gas prices in North America, we recognised an additional partial impairment of R1 296 million (CAD133 million) on our Canadian shale gas operations.

    In December 2014, an impairment of R1,3 billion (US$115 million) was recognised on the Etame assets in Gabon, mainly due to the low oil price environment.

    A profit of R66 million was realised on the farm-down of licence ER236 in Mozambique.

    A loss of R569 million was realised on the exiting of the Nigerian upstream licences.

        Significant remeasurement items for 2014 include the following:

    The write-off of the unsuccessful exploration wells of R43 million mainly relates to the Ovaka well in the Etame Marin Permit, offshore Gabon that was declared dry during 2014.

    Impairment of our Canadian shale gas assets of R5 308 billion (CAD540 million). The impairment was mainly due to the decline in gas prices in North America and the decline in valuation of recent market transactions for similar assets in the Montney region.

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    Other impairments for 2014 include prospecting licences in Botswana of R95 million and R36 million relating to an exploration licence in Mozambique.

        Significant remeasurement items for 2013 include the following:

    An amount of R442 million that was written-off on the Mupeji-1 dry well in Mozambique as well as R27 million that was written-off on the EEBOM-5P dry well.

    The net impairment of assets under construction relates to the impairment of the M-10 licence acquisition costs of R26 million as well as the partial reversal of impairment of R11 million relating to Blocks 16&19 arising from the finalisation of the cost of the project. The impairment recognised in 2012 was based on the estimated cost.

    A profit of R69 million was realised on the disposal of our share in PPL426 and PPL287 licences in Papua New Guinea.

Strategic Business Units

Energy—results of operations

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Turnover

                                           

External

    75 264     84 632     (9 368 )   (11 )   71 342     13 290     19  

Inter-segment

    536     1 420     (884 )   (62 )   610     810     133  

Total turnover

    75 800     86 052     (10 252 )   (12 )   71 952     14 100     20  

Operating costs and expenses(1)

    (53 274 )   (54 629 )   1 355     (2 )   (44 979 )   (9 650 )   21  

Profit from operations

    22 526     31 423     (8 897 )   (28 )   26 973     4 450     16  

Operating margin %

    30     37                 37              

(1)
Operating costs and expenses net of other income.

Results of operations 2015 compared to 2014

        Total turnover decreased by 12% from R86 052 million in 2014 to R75 800 million in 2015 due to the sharp decline in oil prices. Profit from operations of R22 526 million decreased by R8 897 million or 28% compared to the prior year. Production volumes of refined products at Secunda Synfuels Operations and Natref operations increased by 2% and 6%, respectively, in comparison with the prior year. Secunda Synfuels Operations produced its highest throughput levels since 2004 and Natref improved production on the back of improved operations stability compared to the previous financial year.

        In South Africa, Energy's profitability was enhanced by a 5% increase in liquid fuels sales volumes, compared to the prior year, and higher refining margins on the back of strong product differentials. Despite the 33% decrease in oil prices, our gross margins in this business decreased by only 19% for the year. Through our BPEP, the business managed to contain our normalised cash cost increase per unit for the full year to below SA PPI. Gas sales were 1% higher compared to the prior year and our Central Termica de Ressano Garcia joint operation in Mozambique delivered 206 452 megawatt-hours of electricity. Operating costs and expenses decreased by 2% mainly due to the BPEP initiative which was aimed at reducing costs.

        The share of profit from equity accounted joint ventures of R1 941 million decreased from R3 710 million in the prior year. This was primarily due to lower oil prices and an earlier than planned shutdown at our ORYX GTL facility. The plant achieved an average utilisation rate of 90%.

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        In Nigeria, EGTL achieved BO, with its first train achieving BO in June 2014, followed by the second train during November 2014.

Results of operations 2014 compared to 2013

        Total turnover increased by 20% from R71 952 million in 2013 to R86 052 million in 2014.

        Profit from operations increased by 16% to R31 423 million compared to the prior year primarily due to increased sales volumes and a weaker average rand/US dollar exchange rate. Operating costs and expenses increased by 21% mainly due to higher feedstock and electricity prices.

        The main factors contributing to the movement in profit from operations were:

 
  Change 2015/2014   Change 2014/2013  
 
  (Rand in
millions)

  %
  (Rand in
millions)

  %
 

Profit from operations, 2014 and 2013,respectively

    31 423           26 973        

Exchange rate effects

    4 539     15     7 242     27  

Net product and feedstock price

    (14 998 )   (48 )   (1 870 )   (7 )

crude oil effects

    (13 896 )   (44 )   (456 )   (2 )

other products

    (1 102 )   (4 )   (1 414 )   (5 )

Inflation on other operating costs

    (906 )   (2 )   (788 )   (3 )

Net volume and productivity effects

    723     2     1 651     6  

Effects of remeasurement items

    151         75      

Other effects(1)

    1 594     5     (1 860 )   (7 )

Profit from operations, 2015 and 2014, respectively

    22 526           31 423        

(1)
These primarily include the effects of the cash settled share-based payment credit to the income statement for the year ended 30 June 2015 compared to an expense in the prior year.

Remeasurement items

        Operating costs and expenses include the effect of the following remeasurement items:

 
  2015   2014   2013  
 
  (Rand in millions)
 

Impairment of goodwill

            45  

Impairment of investment

        275      

Impairment of assets under construction

    155          

Impairment / (reversal of impairment) of property, plant and equipment

    2     8     (8 )

Realisation of foreign currency translation reserve

    (329 )        

(Profit) / loss on disposal of property, plant and equipment and intangible assets

    (11 )   5     8  

Profit on disposal of businesses

    (126 )   (453 )   (2 )

Profit on sale of other assets

    (6 )        

Scrapping of assets under construction

    167     178     27  

Scrapping of property, plant and equipment

    44     34     52  

Total (profit) / loss

    (104 )   47     122  

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        Significant remeasurement items in 2015 include the following:

    An impairment of assets under construction of R155 million relating to the US gas-to-liquids (US GTL) plant. Due to the delay in the final investment decision of the US GTL plant, we reviewed the costs incurred and capitalised to date. Following a detailed review and evaluation, we impaired R155 million of costs for which no future benefits are expected.

    The foreign currency translation reserve of R329 million was realised during the year when a marketing subsidiary, Sasol Synfuels International Marketing, was liquidated.

    A profit of R84 million on the disposal of the Exel Lesotho business.

    A profit of R42 million was as a result of the dilution of the Uzbekistan GTL investment. In terms of amendments to the shareholders' agreement and current volatile macroeconomic environment, Sasol agreed to not contribute further capital to the investment until a longer term plan is agreed. Accordingly, the group's interest in the Uzbekistan GTL company has been diluted to 40,3% as a result of further capital contributions made by the local partner. A profit of R42 million was recognised on the dilution.

    The scrapping of assets under construction of R167 million relates mainly to the Clean Fuels 2 programme, whereby the scope of the project changed due to new cleaner fuels standards.

        Significant remeasurement items in 2014 include the following:

    The impairment of investment of R275 million relates to the partial impairment of our investment in Uzbekistan GTL.

    Sasol disposed of its 49% share in Spring Lights Gas resulting in a gain of R453 million.

    Scrapping of assets under construction of R178 million relates mainly to the Clean Fuels 2 programme, where by the scope of the project changed due to new cleaner fuels standards.

        Significant remeasurement items in 2013 include the following:

    The impairment of goodwill of R45 million relates to the disposal of Sasol's bitumen business, operated by Tosas.

    Scrapping of assets under construction of R27 million and property, plant and equipment of R52 million relates to projects which are no longer economically viable and whose technologies can no longer be used.

Base Chemicals—results of operations

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in
millions)

  (%)
  (Rand in
millions)

  (%)
   
   
   
 

Turnover

                                           

External

    36 838     42 262     (5 424 )   (13 )   41 174     1 088     3  

Inter-segment

    2 890     2 778     112     4     2 463     315     13  

Total turnover

    39 728     45 040     (5 312 )   (12 )   43 637     1 403     3  

Operating costs and expenses(1)

    (29 520 )   (38 298 )   8 778     (23 )   (39 491 )   (1 193 )   (3 )

Profit from operations

    10 208     6 742     3 446     51     4 146     2 596     63  

Operating margin %

    26     15                 10              

(1)
Operating costs and expenses net of other income.

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Results of operations 2015 compared to 2014

        Total turnover decreased by 12% from R45 040 million in 2014 to R39 728 million in 2015. This was primarily due to the sale of our Solvents Germany and Sasol Polymer Middle East operations in 2014. On a normalised basis, sales volume increased by 2%.

        Base Chemicals delivered a strong performance, increasing profit from operations by 51% to R10 208 million compared to the prior year. Normalised cash fixed costs were contained to below inflation. The negative impact on margins, as a result of a 13% decline in dollar-based sales prices, was partly negated by the weaker rand/US dollar exchange rate. Chemical sales prices displayed some resilience when compared to the crude oil prices over the same period.

        Profit from operations further benefited from the reversal of the administrative penalty of R534 million, which was imposed by the South African Competition Tribunal in June 2014, and the lower depreciation charge amounting to R684 million, which arose from the extension in the useful life of our operating assets in South Africa.

Results of operations 2014 compared to 2013

        Total turnover increased by 3% from R43 637 million in 2013 to R45 040 million in 2014 mainly due to increased sales volumes and higher dollar based prices and a weaker exchange rate. The explosives and fertiliser businesses faced challenging trading and market conditions, prolonged by industrial action in the platinum mining sector and depressed nitrogen fertiliser business.

        Operating costs and expenses includes penalties of R534 million relating to the South African Competition Tribunal fine, a final loss on Arya Sasol Polymers Company (ASPC) business in Iran of R198 million, a partial impairment of R466 million of our Solvents Germany operations as well as a loss on disposal of these operations of R966 million.

        The main factors contributing to the increase in profit from operations were:

 
  Change
2015/2014
  Change
2014/2013
 
 
  (Rand in
millions)

  %
  (Rand in
millions)

  %
 

Profit from operations, 2014 and 2013, respectively

    6 742           4 146        

Exchange rate effects

    2 487     37     2 948     71  

Net product and feedstock price

    (4 876 )   (72 )   1 357     33  

—crude oil effects

    (1 715 )   (25 )   36     1  

—other products

    (3 161 )   (47 )   1 321     32  

Inflation on other operating costs

    (541 )   (8 )   (711 )   (17 )

Net volume and productivity effects

    (300 )   (5 )   1 373     33  

Effects of remeasurement items

    1 672     25     (1 332 )   (32 )

Other effects(1)

    5 024     74     (1 039 )   (25 )

Profit from operations, 2015 and 2014, respectively

    10 208           6 742        

(1)
These primarily include the effects of the cash settled share-based payment credit to the income statement for the year ended 30 June 2015 compared to an expense in the prior year.

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Remeasurement items

        Operating costs and expenses include the effect of the following remeasurement items:

 
  2015   2014   2013  
 
  (Rand in millions)
 

Impairment of assets under construction

        11     9  

Impairment of goodwill

        16      

Impairment of intangible assets

    3     23     60  

Impairment of investment

        2     8  

Impairment of property, plant and equipment

        447     205  

Loss on disposal of businesses

    11     1 088      

Loss on disposal of intangible assets

    169     2     6  

(Profit) / loss on disposal of property, plant and equipment

    (211 )   (7 )   1  

Scrapping of assets under construction

    53     87     23  

Scrapping of property, plant and equipment

    68     96     121  

Total loss

    93     1 765     433  

        Significant remeasurement items in 2015 include the following:

    A loss on disposal of intangible assets of R169 million was recognised on the disposal of the Wesco packing and distribution centre.

    A profit on disposal of R211 million was recognised on property, plant and equipment, R195 million related to the disposal of the Wesco packaging and distribution centre.

    Scrapping of assets under construction of R53 million mainly relates to the Clean Fuels 2 project that was further evaluated for closed out activities.

    Scrapping of property, plant and equipment of R68 million, of which R26 million relates to scrapping of rhodium and palladium catalyst.

        Significant remeasurement items in 2014 include the following:

    Impairment of assets under construction, intangible assets, investments and property, plant and equipment totalling R466 million (EUR32 million) relating to the Solvents Germany assets.

    Scrapping of assets under construction of R84 million relates mainly to the Clean Fuels 2 programme, whereby the scope of the project changed due to new cleaner fuels standards, other assets under construction with carrying values of R3 million were written off.

    Loss on disposal of business of R1 088 million consisting of:

    Solvents Germany of R966 million (EUR67million);

    De-recognition of an investment of R34 million;

    Investment in ASPC of R198 million; and

    Fair value gain of R110 million on the acquisition of the remaining shares in Wesco China Limited.

        Significant remeasurement items in 2013 include the following:

    Impairment on property, plant and equipment of R165 million was recognised in respect of the Methyl Ethyl Ketone Moers site in Germany as a result of recurring losses.

    Impairment on property, plant and equipment of R56 million was recognised in respect of the bagging and blending unit in Secunda and R7 million was written off on a liquids fertiliser unit.

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      A reversal of impairment of R23 million was recognised on the Amsul cash generating unit resulting from an improvement in the overall project economics.

    Scrapping of property, plant and equipment of R97 million relates to the scrapping of the rhodium catalysts, numerous assets with small carrying values were retired from use and the remaining carrying values attributable to these assets were written off to the value of R24 million.

Performance Chemicals—results of operations

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Turnover

                                           

External

    68 874     70 592     (1 718 )   (2 )   53 352     17 240     32  

Inter-segment

    2 910     2 982     (72 )   (2 )   2 063     919     45  

Total turnover

    71 784     73 574     (1 790 )   (2 )   55 415     18 159     33  

Operating costs and expenses(1)

    (59 070 )   (61 726 )   2 656     (4 )   (48 460 )   13 266     27  

Profit from operations

    12 714     11 848     866     7     6 955     4 893     70  

Operating margin %

    18     16                 13              

(1)
Operating costs and expenses net of other income.

Results of operations 2015 compared to 2014

        Turnover decreased by 2% from R73 574 million to R71 874 million, despite the 33% decline in oil prices. The positive performance is largely as a result of a 2% increase in sales volumes mainly due to improved production output, higher demand, and resilient gross margins, supported by a weaker rand/US dollar exchange rate.

        Profit from operations increased by 7% to R12 714 million compared to R11 848 million for the prior year. The financial performance was positively impacted by the R2 021 million impairment reversal of the FT Wax Expansion Project in Sasolburg and the weaker rand/US dollar exchange rate. Normalising for the impairment reversal and the R2 449 million payment received from the European Commission in the prior year, profit from operations increased by 14% compared to the previous financial year.

        In base currency terms, cash fixed costs were maintained within inflation. Our business in the United States realised favourable margins, despite a 33% decrease in oil prices, which negatively impacted the results of our ethylene value chain. Our Eurasian Operations reported a 3% increase in production volumes.

Results of operations 2014 compared to 2013

        Total turnover increased by 33% from R55 415 million in 2013 to R73 574 million in 2014 mainly due to increased sales volumes and higher dollar based prices and a weaker rand/euro exchange rate.

        Profit from operations increased in 2014 by 70% to R11 848 million compared to R6 955 million in 2013. Profit from operations includes a payment of R2,5 billion (EUR168,2 million) received from the European Commission, based on a favourable judgement for Sasol by the European General Court by which the Court has reduced a fine paid by Sasol in 2009 from EUR318,2 million to EUR149,98 million.

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        The US operations continued to benefit from the low US ethane price, and while our European operations had some year-on-year improvement in results, they remained under pressure due to softer demand, coupled with continued high petrochemical feedstock prices and the slower than expected economic recovery in Europe.

        The main factors contributing to the movement in profit from operations were:

 
  Change
2015/2014
  Change
2014/2013
 
 
  (Rand in
millions)

  %
  (Rand in
millions)

  %
 

Profit from operations, 2014 and 2013, respectively

    11 848           6 955        

Exchange rate effects

    1 160     10     1 911     27  

Net product and feedstock price

    (1 166 )   (10 )   791     11  

—crude oil effects

    (2 329 )   (20 )        

—other products

    1 163     10     791     11  

Inflation on other operating costs

    (393 )   (3 )   (384 )   (6 )

Net volume and productivity effects

    1 099     9     (452 )   (6 )

Effects of remeasurement items(1)

    2 058     17     1 593     23  

Other effects(2)

    (1 892 )   (16 )   1 434     21  

Profit from operations, 2015 and 2014, respectively

    12 714           11 848        

(1)
Remeasurement items include the R2 021 million impairment reversal of the FT Wax Expansion Project.

(2)
These primarily include the effects of the cash settled share-based payment credit to the income statement for the year ended 30 June 2015 compared to an expense in the prior year.

Remeasurement items

        Operating costs and expenses include the effect of the following remeasurement items:

 
  2015   2014   2013  
 
  (Rand in millions)
 

(Reversal of impairment) / impairment of assets under construction

    (1 710 )       2 030  

Impairment of goodwill

        3     3  

(Reversal of impairment) / impairment of intangible assets

    (15 )   36     37  

Impairment of investments

        1      

(Reversal of impairment) / impairment of property, plant and equipment

    (241 )   6     1  

Profit / loss on sale of property, plant and equipment

    (9 )   3     4  

Scrapping of assets under construction

    107     120     3  

Scrapping of property, plant and equipment

    47     85     16  

Loss / (profit) on disposal of businesses

    17         (247 )

Total (profit) / loss

    (1 804 )   254     1 847  

        Significant remeasurement items for 2015 include the following:

    Net reversal of impairment of assets under construction of R1 710 million arises mainly from the FT Wax Expansion Project reversal of R1 727 million, and other smaller impairments amounting to R17 million.

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    Net reversal of impairment of property, plant and equipment of R241 million arises mainly from the FT Wax Expansion Project reversal of R294 million, and other smaller impairments amounting R53 million.

    Scrapping of assets under construction of R107 million mainly relates to the Clean Fuels 2 project that was further evaluated for closed out activities.

    Various items with a net book value of R47 million were scrapped during the year.

        The remeasurement items for 2014 include the following:

    Impairment of intangible assets—due to the decrease in the market price of emission rights during the year, emission rights to the value of R57 million were impaired during the year, partially offset by a reversal of R21 million relating to emission rights of Sasol Italy during the year.

    Scrapping of the asset under construction relates to the write-down of the Tetramerisation plant, phase 2 of R86 million, as the project was no longer considered viable.

    Scrapping of property, plant and equipment is mainly due to the scrapping of rhodium catalyst of R32 million and various other assets to the value of R53 million were written off during the year.

        The remeasurement items for 2013 include the following:

    Impairment of assets under construction and goodwill—An impairment of R2 033 million was recognised at 30 June 2013 in respect of the FT Wax Expansion Project in Sasolburg. The impairment was allocated to assets under construction (R2 030 million) and goodwill (R3 million).

    An impairment of R37 million was recognised in respect of intangible assets due to the decrease in the market price of emission rights during the year.

    The fair value gain of R233 million on the acquisition of businesses relates to the remeasurement to fair value of our existing shareholding in the Phenolics business, which arose from the acquisition of the remaining 50% of Phenolics.

Other

Group Functions—results of operations

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Turnover

                                           

External

    32     53     (21 )   (40 )   13     40     308  

Inter-segment

    189         189                  

Total turnover

    221     53     168     (317 )   13     40     308  

Operating costs and expenses(1)

    (293 )   (721 )   428     (59 )   2 430     (3 151 )   (130 )

(Loss)/profit from operations

    (72 )   (668 )   596     (89 )   2 443     (3 111 )   (127 )

(1)
Operating costs and expenses net of other income.

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Results of operations 2015 compared to 2014

        Operating loss for 2015 was positively impacted by lower share-based payment expenses due to the decrease in the Sasol share price and a once off charge of R547 million on the realisation of the foreign currency translation reserve.

Results of operations 2014 compared to 2013

        Operating loss for 2014 was negatively impacted by higher share-based payment expenses due to the increase in the Sasol share price.

Remeasurement items

        Operating costs and expenses include the effect of the following remeasurement items:

 
  2015   2014   2013  
 
  (Rand in millions)
 

Impairment of asset under construction

        3     42  

Impairment of intangible assets

        1     9  

Impairment/(reversal of impairment) of long-term loans

    1     (1 )   2  

Profit / loss on sale of intangible assets

    (4 )   23      

Loss on sale of other assets

    10     27      

Profit on disposal of property, plant and equipment

    (4 )   (13 )   (11 )

Realisation of foreign currency translation reserve

    (547 )        

Scrapping of assets under construction

    2     1     37  

Scrapping of property, plant and equipment

    7     43     33  

Total (profit) / loss

    (535 )   84     112  

        Significant remeasurement items in 2015 include the following:

    The foreign currency translation reserve was realised during the year when a loan, which was accounted for as a net investment in foreign operation, was repaid.

        Significant remeasurement items in 2014 include the following:

    Loss on sale of intangible assets of R23 million relates to an in-house software programme that was no longer in use by our Technology Function.

        The significant remeasurement items in 2013 include the following:

    An impairment of assets under construction of R42 million relating to a software project in our Group Functions that was no longer economically viable.

    Scrapping of assets under construction of R37 million relates to numerous assets that were disposed of during the year.

RECENT ACCOUNTING PRONOUNCEMENTS

        Recent accounting pronouncements:    See "Item 18—Financial Statements—Accounting policies and financial reporting terms"

5.B    Liquidity and capital resources Liquidity

        Management believes that cash on hand and funds from operations, together with our existing borrowing facilities, will be sufficient to cover our reasonably foreseeable working capital and debt service requirements. We finance our capital expenditure from funds generated out of our business

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operations, existing borrowing facilities and, in some cases, additional borrowings to fund specific projects.

        With oil prices moving dramatically lower over the last year, the Group Executive Committee formulated a comprehensive Response Plan to conserve cash and focus on cost containment. Our Response Plan caters for a cash conservation target range of between R30 billion and R50 billion over a 30 month-period to end June 2017. Several core levers underpin our Response Plan. These levers are:

    cash cost savings;

    margin and working capital improvements;

    capital structuring; and

    capital portfolio optimisation.

        Cash cost savings    In respect of cash cost savings, we identified an extensive list of activities which will deliver R4 billion to R7 billion of savings. During 2015, we implemented a partial salary freeze globally. Other key savings areas included real estate and external spend. While our Response Plan protects cash over a relatively short period, certain initiatives we have implemented will result in substantial longer term cost savings in the region of R1 billion annually from financial year 2018.

        Margin and working capital improvements    With a target of R5 billion to R9 billion, through our margin and working capital lever, we are driving margin and efficiency improvements. We are also optimising our accounts receivable balances and inventory-on-hand.

        Capital structuring    During 2015, the Sasol Limited Board confirmed a change in our dividend policy based on a cover range. We are also considering other opportunities in this area, which has allowed us to set a target range of R8 billion to R12 billion.

        Capital portfolio optimisation    In January 2015, we announced that we are right-sizing our capital portfolio, given the uncertain macroeconomic environment. As a result of this exercise, we decided to delay the final investment decision on our gas-to-liquids plant in the US. We are also reprioritising our other growth and sustenance capital projects to conserve cash over 30 months to end June 2017. Our target range is R13 billion to R22 billion.

        The Response Plan and the Business Performance Enhancement Programme, which was implemented in 2012, over a four year period, enhanced the group's strong cash position. Our net cash position improved by 39% from R38 billion in June 2014 to R53 billion at 30 June 2015, largely driven by the stronger than expected operational business performance.

        The following table provides a summary of our cash flows for each of the three years ended 30 June 2015, 2014 and 2013:

 
  2015   2014   2013  
 
  (Rand in millions)
 

Net cash retained from operating activities

    40 936     43 975     36 292  

Net cash used in investing activities

    (42 085 )   (37 813 )   (30 833 )

Net cash generated by financing activities

    13 065     909     8 516  

        The cash generated by our operating activities is applied first to fund our operations, pay our debt and tax commitments and then to provide a return in the form of a dividend to our shareholders. The net cash retained is applied primarily to invest in our capital investment programme.

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Operating activities

        Cash generated by operating activities decreased by 6% to R61 783 million in 2015 and increased by 26% to R65 449 million in 2014.

        Net cash retained from operating activities has decreased over the past year to R40 936 million from R43 975 million in 2014, mainly as a result of a decrease in turnover due to lower oil prices (average dated Brent was 33% lower at US$73,46/barrel for the year ended 30 June 2015 compared with US$109,40/barrel in the prior year). The impact of low crude oil prices was partially offset by the weakening of the average rand/US dollar exchange rate, lower dividends and a reduction in cash costs, in line with our Response Plan. In 2015, the average rand/US dollar exchange rate weakened by 10% to R11,45/US$ at 30 June 2015 compared with R10,39/US$ at 30 June 2014.

        In 2014, net cash retained from operating activities increased to R43 975 million from R36 292 million in 2013 as a result of improved operational performance and the weakening of the average rand/US dollar exchange rate.

        Cash flows retained from operating activities include the following significant cash flows:

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Cash generated by operating activities

    61 783     65 449     (3 666 )   (6 )   51 906     13 543     26  

Income tax paid

    (10 057 )   (13 647 )   3 590     (26 )   (10 367 )   (3 280 )   32  

Dividends paid

    (12 739 )   (13 248 )   509     (4 )   (10 787 )   (2 461 )   23  

        The decrease in income tax paid resulted primarily from claiming an energy efficiency tax allowance in respect of our plants in Secunda and capital incentive allowances in respect of Phase one of the FT Wax Expansion Project which reached beneficial operation in the year. The increase in tax paid in 2014 was due to the increase in taxable profit of the group during 2014.

        Dividends paid amounted to R 12 739 million in 2015 compared to R13 248 million in 2014 and R10 787 million in 2013. Our previous dividend distribution policy was a progressive dividend policy. In February 2015, the Sasol Limited Board approved a change in the Company's dividend policy, which is based on a dividend cover range. Headline earnings per share will serve as the basis for deciding on the dividend amount. The prevailing circumstances of the company, future investment plans, financial performance and the trading and macroeconomic environments are considered when we make decisions on dividends. The average rate of earnings to dividend distributions in the past five years was approximately 2,4 times. Our dividend cover is 2,7 times for 2015.

Investing activities

        Net cash utilised in investing activities has increased from R30 833 million in 2013 to R37 813 million in 2014 and to R42 085 million in 2015.

        Cash flows utilised in investing activities include the following significant cash flows:

 
  2015   2014   Change   Change   2013   Change   Change  
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Additions to non-current assets(1)

    (45 106 )   (38 779 )   (6 327 )   16     (30 414 )   (8 365 )   28  

Acquisition of interests in joint ventures

                    (730 )   730     (100 )

Disposal of businesses

    738     1 353     (615 )   (45 )   167     1 186     710  

Acquisition of interests in associates. 

        (519 )   519     (100 )       (519 )   100  

(1)
Includes additions to property, plant and equipment, assets under construction and intangible assets.

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Additions to non-current assets

        In 2015, we invested approximately R45 billion, compared with R39 billion in 2014 and R30 billion in 2013, in capital expenditure (on a cash flow basis excluding capitalised borrowing costs and including projects entered into by our joint operations) to sustain and enhance our existing facilities and to expand operations.

        The additions to non-current assets are primarily due to capital expenditure on projects to expand our operations, which includes the following key projects:

Projects(1)
  Business unit   30 June
2015
  30 June
2014
  30 June
2013
 
 
   
  (Rand in millions)
 

Loop Lines project

  Energy     490     613     407  

Canadian shale gas exploration and development

  Exploration and Production International     2 924     3 155     3 177  

Mozambique exploration and development

  Exploration and Production International     571     181     703  

Fischer-Tropsch wax expansion project

  Performance Chemicals     1 804     2 170     2 271  

Lake Charles Chemicals project

  Base and Performance Chemicals     13 977     5 081     1 032  

High density polyethylene plant

  Base Chemicals     620     283     25  

Gas-to-liquids project in North America

  Energy and Performance Chemicals     1 464     1 461     168  

Other projects to expand operations(2)

  Various     3 225     5 876     7 644  

        25 075     18 820     15 427  

(1)
The amounts include business development costs and our group's share of capital expenditure of joint operations. The amounts exclude finance expenses capitalised. These amounts were approved by our board of directors. We hedge all our major South African capital expenditure in foreign currency immediately upon commitment of the expenditure or upon approval of the project.

(2)
Includes property, plant and equipment and assets under construction.

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        In addition, we invested R 20 031 million, R19 959 million and R14 987 million on non-current assets in 2015, 2014 and 2013, respectively, to sustain existing operations.

Projects(1)(2)
  Business unit   2015   2014   2013  
 
   
  (Rand in millions)
 

Impumelelo colliery to maintain Brandspruit colliery operation

  Mining     1 070     1 265     1 016  

Shondoni colliery to maintain Middelbult colliery operation

  Mining     1 226     1 396     618  

Major shutdown and statutory maintenance

  Energy, Base and Performance Chemicals     3 219     3 392     2 299  

Gabon exploration and development

  Exploration and Production International     856     578     392  

Volatile organic compounds abatement

  Energy, Base and Performance Chemicals     627     297     407  

Replacement of tar tanks and separators

  Energy, Base and Performance Chemicals     589     680     471  

Coal tar filtration east project

  Energy, Base and Performance Chemicals     585     515     286  

Refurbishment of equipment

  Mining     556     501     448  

Tweedraai project

  Mining     381     560     43  

Expenditure related to environmental obligations

  Various     563     488     896  

Expenditure incurred relating to safety regulations

  Various     537     879     463  

Other projects to sustain existing operations

  Various     9 822     9 408     7 648  

        20 031     19 959     14 987  

(1)
The amounts include business development costs and our group's share of capital expenditure of joint operations. The amounts exclude borrowing costs capitalised. These amounts were approved by our board of directors. We hedge all our major South African capital expenditure in foreign currency immediately upon commitment of the expenditure or upon approval of the project.

(2)
Includes property, plant and equipment, assets under construction and intangible assets.

        Included in the above capital expenditure, we invested approximately R79 million in intangible assets (including investments made by joint operations), mainly in respect of software, patents and trademarks, during the year. For a discussion of the method of financing capital expenditure, refer to "Item 5.B—Liquidity and capital resources—Liquidity".

        As at 30 June 2015, we had authorised approximately R176 billion of group capital expenditure in respect of projects in progress, of which we had spent approximately R60 billion by 30 June 2015. Of the unspent capital commitments of R116 billion, we expect to spend R67 billion in 2016 and R49 billion between 2017 and 2020. For more information regarding our capital commitments refer to "Item 5.F—Capital and contractual commitments".

Acquisition of interests in joint ventures

        In 2013, we acquired the remaining 50% shareholding in Merisol for a purchase consideration of R730 million (US$85 million).

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Acquisition of interests in associates

        In 2013, we acquired the remaining 60% shareholding in Wesco China Limited for a purchase consideration of R519 million (US$52 million), resulting in a fair value gain of R110 million on the acquisition.

Disposals

        During 2015, we disposed of businesses for a net consideration of R738 million (2014—net consideration of R1 353 million and 2013—net consideration of R167 million). The disposals during 2015 include the following:

    On 31 July 2014, Sasol obtained approval from the South African Competition Commission for the disposal of its air separation unit in Sasolburg to Air Products South Africa for a purchase consideration of R482 million. As a result of this transaction, Sasol entered into a long-term supply agreement with Air Products South Africa for the site's gaseous products requirements, which has been accounted for as a sale and leaseback transaction;

    On 1 November 2014, the sale of our marketing business, Exel Lesotho (Pty) Ltd, was concluded for a purchase consideration of R164 million, realising a profit on disposal of R84 million;

    We disposed of other smaller investments for considerations totalling R92 million.

        The 2014 disposals include the following:

    In July 2013, Sasol disposed of its 49% share in Spring Lights Gas for a purchase consideration of R474 million, realising a profit on disposal of R453 million;

    In August 2013, Sasol disposed of its 50% interest in ASPC for a purchase consideration of R3 606 million (US$365 million). The purchase consideration was settled through dividends, shareholder loans and cash. The cash consideration transferred in 2014 was R1 845 million. A final loss of R198 million was recognised on the disposal of the investment; and

    In May 2014, Sasol disposed of its Solvents Germany GmbH assets when merger control approval was obtained for the transaction. As part of the disposal, Sasol contributed R1 032 million (EUR71 million) for the transfer of the disposal group.

        The 2013 disposals include the following:

    In April 2013, Sasol disposed of its bitumen business, operated by Tosas, for a consideration of R116 million. We also disposed of our Sasol Gulf business for a consideration of R51 million.

Financing activities

        The group's operations are financed primarily by means of its operating cash flows. Cash shortfalls are usually short-term in nature and are met primarily from short-term banking facilities.

        Our long-term capital expansion projects are financed by a combination of floating and fixed rate long-term debt, as well as internally generated funds. This debt is normally financed in the same currency as the underlying project and the repayment terms are designed to match the cash flows expected from that project.

        Given the scale of the capital requirements for our growth initiatives and potential impact on the group's gearing and credit rating, we consider various funding alternatives, including specific project financing, export credit agency funding, bank loans as well as corporate and project bonds. Equity funding is expensive until projects are commissioned and is therefore not the preferred option to fund our capital projects. Where projects are executed in partnerships and in foreign jurisdictions,

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particularly those where an element of political risk exists, project finance is used as a development tool to mitigate such risk as well as geographic and concentration risk and to some extent, liquidity risk.

        Our growth aspirations have been prioritised as we steadily advance our growth strategy, particularly in Southern Africa and North America. Capital investments in these regions will constitute a significant portion of our total capital expenditure over the next 10 years. Our gearing remains low, and we have sufficient headroom in our balance sheet to fund selective growth opportunities, grow dividends and provide a buffer against volatilities. Given that a large portion of our funding for our capital intensive growth plan will come from the offshore debt markets, we are acutely aware that we need to manage our gearing within our long-term targeted range. We expect that our gearing is likely to reach our targeted gearing range of 20%—40% in the near term.

        Following the successful issue of our US dollar bond in 2013, flexibility has been introduced into our funding plan. This provides us with the opportunity to approach international bond markets to fund our growth projects in North America. We continue to maintain this flexible funding approach to our capital expenditure programme, taking into account all available funding options and ensuring that our pipeline of growth projects (which has been approved by the Board) is not affected, and that our capital investments continue unabated to provide a foundation for our long-term shareholder value proposition.

        Net cash retained from financing activities was R13 065 million in 2015, compared with net cash retained of R909 million in 2014 and R8 516 million in 2013. The following significant cash flows are included in financing activities:

 
  2015   2014   Change
2015/2014
  Change
2015/2014
  2013   Change
2014/2013
  Change
2014/2013
 
 
  (Rand in millions)
  (%)
  (Rand in millions)
  (%)
 

Repayment of short-term debt

    (2 280 )   (2 497 )   217     (9 )   (1 834 )   (663 )   36  

Repayment of long-term debt

    (1 663 )   (2 207 )   544     (25 )   (1 763 )   (444 )   25  

Proceeds from short-term debt

    2 686     2 346     340     14     2 049     297     14  

Proceeds from long-term debt

    14 543     3 263     11 280     346     9 597     (6 334 )   (66 )

        In 2015, proceeds from long-term debt related primarily to the funding of the Lake Charles Chemical Project in the United States.

        In 2014, proceeds from long-term debt related primarily to Mining's mine replacement programme funding of R2,5 billion.

        In 2013, proceeds from long-term debt included the US$1 billion bond issued by Sasol Financing International Plc, an indirect 100% owned finance subsidiary of Sasol Limited, and various other facilities raised across the group. Sasol Limited has fully and unconditionally guaranteed the US$1 billion bond. In November 2014, the obligations of the issuer were assumed by Sasol Financing International Limited, an indirect 100% owned finance subsidiary of Sasol Limited. There are no restrictions on the ability of Sasol Limited to obtain funds from the finance subsidiary by dividend or loan.

        At the annual general meeting held on 30 November 2012, shareholders granted the authority to the Sasol directors to repurchase up to 10% of Sasol's issued share capital (excluding the preferred ordinary and Sasol BEE shares) for a further maximum of 15 months. On 22 November 2013, shareholders renewed the authority to the Sasol directors to repurchase up to 10% of Sasol's issued securities. At the annual general meeting held on 21 November 2014, shareholders granted the authority to the Sasol directors to approve the repurchase up to 10% of each of Sasol's ordinary shares and Sasol BEE ordinary shares. No shares were repurchased during 2013, 2014 and 2015.

        As at 30 June 2015, through our subsidiary, Sasol Investment Company (Pty) Ltd, we held 8 809 886 ordinary shares, representing 1,43% of the issued share capital of the company, excluding the

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Sasol Inzalo share transaction, for an amount of R2 641 million at a cumulative average price of R299,77 per share.

Capital resources

        Sasol Financing (Pty) Ltd and Sasol Financing International Limited act as our group's financing vehicles. All our group treasury, cash management and borrowing activities are facilitated through Sasol Financing (Pty) Ltd and Sasol Financing International Limited. The group executive committee (GEC) and senior management meet regularly, to review and, if appropriate, approve the implementation of optimal strategies for the effective management of the group's financial risk.

        Our cash requirements for working capital, share repurchases, capital expenditures, debt service and acquisitions over the past three years have been primarily financed through a combination of funds generated from operations and borrowings. In our opinion, our working capital is sufficient for present requirements.

        As at 30 June 2015, we have authorised capital expenditure of R176 billion, of which R60 billion has already been spent. See "Item 5.F—Tabular disclosure of contractual obligation—Capital commitments". Our long-term capital expansion projects including the US projects will be financed by means of a combination of internally generated cash flow and variable and fixed-rate long-term debt. This debt is normally raised in the same currency as the underlying project and repayment terms are designed to match the expected cash flows to be generated by that project.

        Our debt as at 30 June comprises the following:

 
  2015   2014  
 
  (Rand in millions)
 

Long-term debt, including current portion

    42 066     25 921  

Short-term debt

    534     135  

Bank overdraft

    319     379  

Total debt

    42 919     26 435  

Less cash (excluding cash restricted for use)

    (48 329 )   (37 155 )

Net cash

    (5 410 )   (10 720 )

        As at 30 June 2015, we had R5 022 million (2014—R1 245 million) in cash restricted for use. Refer to "Item 18—Financial Statements—note 17" for a breakdown of amounts included in cash restricted for use.

        Our debt profile has a longer-term bias which is a reflection of both our capital investment programme and the favourable results generated by operating activities over the last three years.

        The group has borrowing facilities with major financial institutions of R113 732 million (2014—R44 451 million). Of these facilities, R42 919 million (2014—R26 435 million) has been utilised at year end. Refer to "Item 18—Financial Statements—note 18" for a breakdown of our banking facilities and the utilisation thereof.

        There were no events of default for the years ended 30 June 2015 and 30 June 2014.

        Besides our normal commercial borrowing facilities, the majority of which is in South Africa, an additional facility to fund short-term funding requirements in South Africa is our commercial paper programme of R8 billion, normally at fixed interest rates. There were no amounts outstanding under the commercial paper programme at 30 June 2015.

        Refer to "Item 11—Quantitative and qualitative disclosures about market risk" for a breakdown of our liabilities summarised by fixed and floating interest rates.

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Debt profile

        We actively monitor and manage our cash flow requirements and to the extent that core long-term financing requirements are identified, we will finance these with longer-term debt issues.

 
  Less than
1 year
  1 to 5 years   More than
5 years
  Total  
 
  (Rand in millions)
 

Maturity profile long-term debt at 30 June 2015

    2 797     15 946     23 323     42 066  

        We endeavour to match the tenure of our debt with the nature of the asset or project being financed.

Covenants

        The group is subject to certain covenants on its debt facilities relating to earnings, debt cover, and net asset value, amongst others. There were no events of default in the year ended 30 June 2015.

        The covenant terms above are defined contractually in each of the agreements for the above facilities using definitions agreed to between the parties derived from amounts published in the consolidated annual financial statements of Sasol prepared in accordance with IFRS for any year and adjusted in terms of the agreed definitions.

        For information regarding our material commitments for capital expenditure refer to "Item 5.F—Capital and contractual commitments".

5.C    Research and development, patents and licences

Research and development

        Our research and development function consists of a central research and development division in South Africa, which focuses on fundamental research while our decentralised divisions focus on applications. The central research function has a full suite of state-of-the-art pilot plants to support both current and future technology being developed.

        Our application research and development capabilities are focused around four areas:

    technical service;

    analytical service;

    plant support; and

    new applications, products and processes.

        Total expenditure on research in years 2015, 2014 and 2013 was R1 566 million, R1 469 million and R1 356 million, respectively. Development costs capitalised in 2015, 2014 and 2013 amounted to R79 million, R81 million and R77 million, respectively. For further information regarding our research and development activities, see "Item 4.B—Business overview—Group Functions".

5.D    Trend information

        Our financial results since the end of 2015 have been principally affected by fluctuations in dated Brent crude oil prices and a weakening of the rand to the US dollar.

        In recent months, the derived European Brent crude oil spot price decreased from the year end level as at 30 June 2015 of US$61,05/b to US$46,51/b on 2 October 2015 with a high of US$61,67/b and a low of US$41,86/b during that period. Due to a combination of unexpected demand weakness in

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some major economies and the increase in supply into the oil market from non-traditional sources we expect crude oil prices to remain volatile at lower levels in the short to medium term.

        The average rand to US dollar exchange rate was R11,45 at 30 June 2015. The rand weakened subsequent to 30 June 2015 reaching R13,73 per US dollar at 2 October 2015 with a high of R14,07 per US dollar and a low of R12,25 per US dollar during the period 1 July 2015 to 2 October 2015. We believe that the rand is currently undervalued by more than 10% and the effects of developments around wage negotiations in South Africa, the impact of potential electricity supply constraints, the funding of South Africa's relatively large current account deficit and the reaction of credit rating agencies to developments in the country has not yet been fully priced into the currency.

        We anticipate a high risk of significant currency volatility on the back of global geo-political tensions and the start of the interest rate normalisation cycle in key global economies. The risk of further depreciation of the rand/US dollar exchange rate will increase significantly if wage negotiations are not successful and result in industrial action.

5.E    Off-balance sheet arrangements

        We do not engage in off-balance sheet financing activities and do not have any off-balance sheet debt obligations, off-balance sheet structured entities or unconsolidated affiliates.

Guarantees

        As at 30 June 2015, the group has recognised amounts in respect of certain guarantees and indemnities. Refer to "Item 18—Financial Statements—note 58" for further information.

        As at 30 June 2015, the group has issued the following guarantees for which the liabilities have not been included in the statement of financial position.

 
  Note   Maximum
potential
amount
2015
 
 
   
  (Rand in
millions)

 

Guarantees in respect of subsidiaries and joint operations

           

In respect of the shale gas ventures

  i     6 438  

Other guarantees and claims

  ii     454  

Guarantees in respect of joint ventures and associates

           

In respect of EGTL ventures

  iii     3 042  

In respect of GTL ventures

  iv     2 914  

Other performance guarantees

  v     526  

i.
Guarantees of R6 438 million have been issued to Progress Energy Inc, in respect of the development of theFarrel Creek and Cypress A shale gas assets in Canada.

ii.
Included in other guarantees are guarantees for customs and excise of R454 million in respect of feedstock purchases.

iii.
A performance guarantee has been issued in respect of Escravos GTL for the duration of the investment in the associate to an amount of US$250 million (R3 042 million).

iv.
Sasol Limited has issued the following significant guarantees for the obligations of various of its subsidiaries in respect of the GTL Ventures. These guarantees relate to the construction and funding of ORYX GTL Limited in Qatar, including inter alia: A guarantee for the take-or-pay obligations of a wholly owned subsidiary under the gas sale and purchase agreement (GSPA) entered into between ORYX GTL Limited, Qatar Petroleum and ExxonMobil Middle East Gas Marketing Limited, by virtue of this subsidiary's 49% shareholding in ORYX GTL Limited. Sasol's exposure is limited to the amount of US$180 million

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    (R2 184 million). In terms of the GSPA, ORYX GTL Limited is contractually committed to purchase minimum volumes of gas from Qatar Petroleum and ExxonMobil Middle East Gas Marketing Limited on a take-or-pay basis. Should ORYX GTL terminate the GSPA prematurely, Sasol Limited's wholly owned subsidiary will be obliged to take or pay for its 49% share of the contracted gas requirements. The term of the GSPA is 25 years from the date of commencement of operations. The project was commissioned in April 2007. Sasol Limited issued a performance guarantee for the obligations of its subsidiaries in respect of and for the duration of the investment in Sasol Chevron Holdings Limited, limited to an amount of US$60 million (R730 million). Sasol Chevron Holdings Limited is a joint venture between a wholly owned subsidiary of Sasol Limited and Chevron Corporation. All guarantees listed above are issued in the normal course of business.

v.
Various performance guarantees issued by subsidiaries. Provisions have been recognised in relation to certain performance guarantees that were issued as part of the licensing of Sasol's GTL technology and catalyst performance in respect of ORYX GTL. The events that gave rise to these provisions are not expected to have a material effect on the economics of the group's GTL ventures. Included is a performance guarantee for the Uzbekistan GTL project.

Product warranties

        The group provides product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products sold will conform to specifications. The group generally does not establish a liability for product warranty based on a percentage of turnover or other formula. The group accrues a warranty liability on a transaction- specific basis depending on the individual facts and circumstances related to each sale. Both the liability and the annual expense related to product warranties are immaterial to the consolidated financial statements.

5.F    Tabular disclosure of contractual obligations

        Contractual obligations/commitments.    The following significant contractual obligations existed at 30 June 2015:

Contractual obligations
  Total
amount
  Within
1 year
  1 to 3
years
  3 to 5
years
  More than
5 years
 
 
  (Rand in millions)
 

Bank overdraft

    319     319              

Capital commitments

    116 236 236     67 256     48 582     398      

Environmental obligations

    11 022     350     700     700     9 272  

External long-term debt

    45 846     2 797     7 430     10 291     25 328  

External short-term debt

    534 256     534              

Finance leases

    2 916     262     505     409     1 740  

Operating leases

    8 605     1 251     1 716     1 120     4 518  

Post-retirement healthcare obligations

    4 303     153     341     404     3 405  

Post-retirement pension obligations

    6 066     145     290     335     5 296  

Purchase commitments

    20 420     10 419     5 623     2 858     1 520  

Share-based payments

    3 529     2 473 487     692     362     2  

Total

    219 796     85 959     65 879     16 877     51 081  

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        Capital commitments.    The following table sets forth our authorised capital expenditure as of 30 June:

Capital expenditure
  2015  
 
  (Rand in
millions)

 

Authorised and contracted for

    109 448  

Authorised but not yet contracted for

    66 266  

Authorised capital expenditure

    175 714  

Less expenditure to date

    (59 478 )

Unspent capital commitments

    116 236  

        The above amounts are as reported to our board. They exclude capitalised finance expenses but include business development costs and our group's share of capital expenditure of joint operations.

        Capital commitments have increased from R59 058 million in 2014 to R116 236 million in 2015 mainly due to the Lake Charles Chemical Project in the United States.

        We expect to spend approximately R20 billion of our capital commitments on projects in South Africa, R3 billion in other African countries, R91 billion in North America, R1 billion in Europe and the remainder on projects in other regions.

        The following table reflects capital commitments in excess of R500 million on key projects approved by the Sasol Limited board and which were not yet completed at 30 June 2015:

Project
  Business unit   Capital
commitment
  Estimated
beneficial
operation
 
 
   
  (Rand in
millions)

  (Calendar
year)

 

Lake Charles Chemicals project

  Base and Performance Chemicals     84 989     2018  

Shutdown and major statutory maintenance

  Energy, Base and Performance Chemicals     3 749     2015  

Canadian shale gas exploration and development

  Exploration and Production International     2 511     2015  

High density polyethylene plant

  Base Chemicals     2 314     2016  

Fischer-Tropsch wax expansion project

  Performance Chemicals     2 059     2017  

Shondoni colliery to maintain Middelbult colliery operation

  Mining     1 398     2016  

Coal tar filtration east project

  Energy, Base and Performance Chemicals     1 231     2017  

Mozambique exploration and development

  Exploration and Production International     1 837       (1)

Gas-to-liquids project in North America(1)

  Energy and Performance Chemicals     930       (2)

C3 stabilisation and expansion projects

  Base Chemicals     622     2016  

Volatile organic compounds abatement program

  Energy, Base and Performance Chemicals     596     2016  

(1)
Various beneficial operation dates ranging between 2016 and 2018.

(2)
As a result of our Response Plan to lower oil prices, we have decided to delay the final investment decision on our gas-to-liquids plant in the United States. The capital commitment represents costs to finalise the conceptual design and related engineering costs.

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ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A    Directors and senior management

The board of directors

        Our board currently comprises the following:

Name
  Position   Age(1)   Member since   Current term expires(2)

Mandla Sizwe Vulindlela Gantsho

  Independent Non-Executive Chairman   53   1 June 2003   4 December 2015

Colin Beggs

  Independent Non-Executive Director   67   8 July 2009   25 November 2016

David Edward Constable

  President and Chief Executive Officer   53   1 July 2011   30 June 2016(3)

Hendrik George Dijkgraaf

  Independent Non-Executive Director   68   16 October 2006   25 November 2016

Victoria Nolitha Fakude

  Executive Director   50   1 October 2005   4 December 2015

Nomgando Nomalungelo Angelina Matyumza

  Independent Non-Executive Director   52   8 September 2014   25 November 2016

Imogen Nonhlanhla Mkhize

  Independent Non-Executive Director   52   1 January 2005   4 December 2015

Zamani Moses Mkhize

  Independent Non-Executive Director   54   29 November 2011   25 November 2016

Mfundiso Johnson Ntabankulu Njeke

  Independent Non-Executive Director   56   4 February 2009   25 November 2016

Bongani Nqwababa(4)

  Executive Director and Chief Financial Officer   49   1 March 2015   2017 Annual General Meeting

Peter James Robertson

  Independent Non-Executive Director   68   1 July 2012   2017 Annual General Meeting

Jürgen Erich Schrempp

  Lead Independent Non-Executive Director   70   21 November 1997   4 December 2015(5)

Stephen Westwell

  Independent Non-Executive Director   57   1 June 2012   4 December 2015

(1)
As at 31 August 2015.

(2)
Our memorandum of incorporation provides that, "At every annual general meeting held in each calendar year 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 22.4) shall retire from office." The Directors who have been longest in office since their last election or appointment shall retire at each annual general meeting. As between Directors of equal seniority, the Directors to retire shall in the absence of agreement, be selected from among them in alphabetical order. The number of Directors that will retire at the annual general meeting in future years can therefore not be determined accurately in advance. In addition, Directors who are appointed by the board during the year shall retire at the annual general meeting. A Director will retire at the annual general meeting following five years from his or her appointment or last election. Projected date of retirement based on 13 Directors in office.

(3)
Mr DE Constable has announced that he will not renew his term after 30 June 2016.

(4)
Mr B Nqwababa rejoined the Sasol Board as an Executive Director and Chief Financial Officer with effect from 1 March 2015, after stepping down as a Director and member of the Audit Committee on 26 September 2014.

(5)
Prof JE Schrempp will retire from the Sasol Board at the conclusion of the annual general meeting scheduled for 4 December 2015.

        Colin Beggs has been our Director since 1 July 2009. Mr Beggs was the Chief Executive Officer of PricewaterhouseCoopers until the end of June 2009. He joined Price Waterhouse in 1970 and qualified as a chartered accountant in 1971 and obtained a Bachelor of Commerce (Honours) from the University of Port Elizabeth in 1971. He became a Partner in 1979 and was elected Senior Partner in 1992. In January 2001, he became Chief Executive Officer of PricewaterhouseCoopers. He is also a former Chairman of the Board of the South African Institute of Chartered Accountants. He served as

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Chairman of the Accounting Practices Committee. He is also a Director and Audit Committee member of Absa Bank Limited, Barclays Africa Group Limited and SAB Zenezele Holdings Limited. He is a former member of the Accounting Practices Board and Director of the Ethics Institute of South Africa.

        David Constable has been our Executive Director, and President and Chief Executive Officer since 1 July 2011. He has also been a director of ABB Limited since 1 May 2015 and is a member of the Compensation Committee. Mr Constable was the Group President, Operations of Fluor Corporation from March 2009 to 31 May 2011, responsible for project execution services, project management, global procurement and construction, risk management, information technology, and sustainability across all Fluor's core business groups. During his 29 years at Fluor, he also served in various international sales, operations and group president positions in the oil, gas, petrochemicals, mining and power industries. Prior to joining Sasol, he also sat on the board of the US-China Business Council. He received a Bachelor of Science—Engineering degree from the University of Alberta, Canada in 1982 and attended the International Management Programme at Thunderbird University in the United States in 1997 and the Advanced Management Programme at Wharton Business School in the United States in 2000.

        Henk Dijkgraaf has been our Director since 2006. He is the former Chief Executive Officer of the Dutch natural gas companies, GasTerra, Gasunie and Nederlandse Aardolie Maatschappij. He held various positions in the Royal Dutch Shell group in a number of countries between 1972 and 2003, including the positions of President, Shell Nederland BV, Director, Shell Exploration and Production and Chief Executive, Gas, Power and Coal. He is a member of the Board and of the Audit Committee of Eneco Holding NV, a major sustainable energy company in Western Europe, a member of the Board of the Southern African-Netherlands Chamber of Commerce and Deputy Chairman and Treasurer of the Netherlands Institute for the Near East. He obtained a Master of Science (Mining Engineering) from Delft University in 1972 and attended the Senior Executive Programme at the Massachusetts Institute of Technology in the United States in 1987.

        Nolitha Fakude has been our Executive Director since 2005. She was appointed Executive Vice President on 1 July 2014. Ms Fakude is accountable for the Strategy and Sustainability portfolio comprising Strategy; Risk & Safety, Health and Environment; and Human Resources. She is also a Director of a number of Sasol subsidiaries, and Chairman of Datacentrix Holdings Limited, council member and second Deputy Chairman of the Human Resources Development Council of South Africa and Chairman of the CHIETA-SETA. Before joining Sasol, she was a member of the Group Executive Committee at Nedbank Group Limited. She was also a Director of Harmony Gold Mining Company Limited, BMF Investment Limited and Woolworths Holdings Limited. She has a Bachelor of Arts (Honours) degree in Psychology from the University of Fort Hare and attended the Senior Executive Programme at Harvard Business School in the United States in 1999.

        Mandla Gantsho has been our Director since 2003 and was appointed Chairman with effect from 22 November 2013. He is the non-executive Chairman of Africa Rising Capital. Prior to that, he was the Vice President Operations: Infrastructure, Private Sector & Regional Integration of the African Development Bank from 2006 to 2009, and before that, the Chief Executive Officer and Managing Director of the Development Bank of Southern Africa. He is the Chairman and a member of the audit committee of Ithala Development Finance Corporation and a Director and Chairman designate of Impala Platinum Holdings Limited. He served as a Director of the South African Reserve Bank from 2011 to 2013. In 1997, he was appointed as a Commissioner of the Finance and Fiscal Commission, a body set up in terms of the South African Constitution to advise the South African parliament on intergovernmental fiscal transfers. In 2002, he was appointed as a member of the Myburgh Commission of Enquiry into the rapid depreciation of the rand in 2001. He obtained a Certificate in Accountancy Theory and a Bachelor of Commerce (Honours) in Financial Management from the University of Cape Town, South Africa in 1985 and 1986, respectively. He also obtained a Masters in Science from The

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George Washington University in 2002 and a Masters and Doctorate in Philosophy from the University of Pretoria, South Africa in 2006. He qualified as a chartered accountant in 1987.

        Nomgando Matyumza became our director on 8 September 2014. Ms Matyumza is a Director of Cadiz Holdings Limited, Wilson Bayly Holmes-Ovcon Limited, Hulamin Limited and Ithala Development Finance Corporation Limited. She was a Director of Transnet SOC Limited, and served in its audit, risk and nominations and governance committees. Between 1994 and 2008, she held senior financial management and executive positions in Transnet SOC Limited and Eskom SOC Limited. Ms Matyumza obtained a Bachelor Computationis (Honours) degree from the University of Transkei, South Africa in 1991 and a Bachelor of Laws degree from the University of KwaZulu-Natal, South Africa in 2002. She qualified as a chartered accountant in 1993. Ms Matyumza attended the University of Cape Town Graduate School of Business Executive Management Programme in 2000.

        Imogen Mkhize has been our Director since 2005. She is the former Chairman of The Richards Bay Coal Terminal Company (Pty) Ltd and a Director of Mondi plc, Mondi Limited, NPC-Cimphor and Imbewu Capital Partners. Her previous directorships include MTN SA, Murray and Roberts, Illovo, Alan Gray, Datacentrix and the Council for Scientific and Industrial Research in South Africa. She was the Managing Director of Lucent Technologies South Africa and CEO of the 18th World Petroleum Congress. She is also a former member of the Financial Markets Advisory Board. Ms Mkhize is the Chairman of the Rhodes Business School and an emeritus member of the Harvard Business School Global Alumni Board. She is also a member of the Accenture South Africa Advisory Board and the Ethics Institute of South Africa. Ms Mkhize is a Chartered Director with the Institute of Directors of South Africa. In January 2015, she completed a Foresight Certificate Program with the College of Technology—University of Houston. She obtained a Bachelor of Science in Information Systems from Rhodes University in 1984 and a Masters in Business Administration from Harvard Business School in 1995.

        Moses Mkhize has been our Director since 2011. Mr Mkhize is Executive Director: Manufacturing, Rolled Products of Hulamin Limited and also serves as Director of a number of subsidiaries of Hulamin. He holds a Higher Diploma in Electrical Engineering from the Durban University of Technology and a Bachelor of Commerce (Honours) from the University of South Africa.

        JJ Njeke has been our Director since 2009. Mr Njeke is a past Chairman of the South African Institute of Chartered Accountants. He was the Managing Director of Kagiso Trust Investments from 1 June 1994 to 30 June 2010. He is the chairman of Adcorp Holdings Limited and MMI Holdings Limited, and a Director of Resilient Property Income Fund, MTN Group Limited, the Council of the University of Johannesburg and the South African Qualifications Authority. He previously served as a member of the Katz Commission of Inquiry into Taxation in South Africa, the General Committee of the JSE Securities Exchange, the Audit Commission—Supervisory Body of the Office of Auditor General and the Audit Committee of the National Treasury. Mr Njeke obtained a Bachelor of Commerce degree from the University of Fort Hare and a Bachelor Computationis (Honours) degree from the University of South Africa. He qualified as a chartered accountant in 1986. He also holds a Higher Diploma in Tax from the University of Johannesburg, South Africa.

        Bongani Nqwababa became our Executive Director and Chief Financial Officer with effect from 1 March 2015. He initially was appointed as our Director on 5 December 2013, but resigned as a Director on 26 September 2014, upon his appointment as an Executive Director. Mr Nqwababa is accountable for the Finance portfolio, comprising Financial Control; Corporate Finance, Business Development and Portfolio Management; Investor Relations and Information Management. He is also a Director of a number of Sasol subsidiaries. He was the Finance Director of Anglo American Platinum Limited from January 2009 until 18 February 2015 and the Chairman of the South African Revenue Services Audit Committee until 24 July 2015. He is a former Finance Director of Eskom Holdings Limited. Prior to joining Eskom, he served as Treasurer and Chief Financial Officer of Shell

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Southern Africa. He previously served as a Non-Executive Director and member of the Nomination, Audit and Remuneration Committees of Old Mutual plc. He trained as an accountant with PricewaterhouseCoopers Inc. Mr Nqwababa obtained a Bachelor Accounting (Honours) degree from the University of Zimbabwe in 1988 and qualified as a chartered accountant with the Institute of Chartered Accountants in Zimbabwe in 1991. He obtained a Masters in Business Administration from the Universities of Manchester and Wales, Bangor in the United Kingdom in 1999.

        Peter Robertson has been our Director since 2012. Mr Robertson is an independent financial and oil and gas advisor He held various positions ranging from management to executive leadership for Chevron Corporation in the United Kingdom and the United States between 1973 and 2009. These executive positions include Vice-President: Finance, Chevron USA, President: Exploration And Production Company and President: ChevronTexaco Overseas Petroleum. Mr Robertson is a former Chairman of the US Energy Association. He is also a Director and member of the Audit Committee of Jacobs Engineering Group Inc. Mr Robertson obtained a Bachelor of Science (Mechanical Engineering) from the University of Edinburgh in Scotland in 1969 and a Masters in Business Administration from the University of Pennsylvania in the United States in 1971.

        Jürgen Schrempp has been our Director since 1997 and became our Lead Independent Director on 28 November 2008. He will retire as Director and Lead Independent Director at the conclusion of the annual general meeting scheduled for 4 December 2015. He is a Director of Compagnie Financière Richemont SA. He is a former Chairman of the management board of Daimler AG and the board of directors of Mercedes-Benz South Africa (Pty) Ltd and a former Director of Iron Mineral Beneficiation Services (Pty) Ltd. Prof Schrempp is the Chief Executive Officer and sole shareholder of Katleho Capital GmbH and a member of the supervisory board of Merkur Bank KGaA. He was founding Chairman of the Southern Africa Initiative of German Business (SAFRI) and was honorary Consul-General in Germany of the Republic of South Africa and member of the South African President's International Investment Council. He is a member of the President's Council of Togo and chairman emeritus of the Global Business Coalition on HIV/AIDS. He has received numerous national and international awards, including the Order of Good Hope, South Africa's highest civilian award. Prof Schrempp obtained a Bachelor of Science (Mechanical Engineering) from the Fachhochschule Offenburg, Germany in 1967. He holds a Professorship of the Federal State of Baden-Württemberg, Germany and Honorary Doctorates from the University of Graz, Austria and the University of Stellenbosch, South Africa.

        Stephen Westwell has been our Director since 2012. Mr Westwell is the Chief Executive Officer of EFR Group BV. Before that he was the Chief Executive Officer of Silver Ridge Power Inc from 2013 to 2014. He retired from BP plc in 2011, where he had served in multiple of roles since 1988. From 2008 to 2011, he was the Group Chief of Staff and a member of the executive management team and, before that, he was the Chief Executive Officer of the alternative energy division of BP. He was a member of the advisory board of the Stanford University's Graduate School of Business, United States from 2007 to 2013. He received a Bachelor of Science (Mechanical Engineering) from the University of Natal in South Africa in 1982 and a Masters in Business Administration from the University of Cape Town in South Africa in 1987. He also received a Masters in Science (Management) at Stanford University in the United States in 2003.

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Senior management

        The following is a list of our senior executive officers, constituting the group executive committee, whose age and current areas of responsibility we set out below:

Name
  Age(1)   Position and areas of responsibility

David Edward Constable(2)

  53   President and Chief Executive Officer

Stephen Russell Cornell

  59   Executive Vice President, International Operations

Victoria Nolitha Fakude(2)

  50   Executive Director and Executive Vice President Strategy and Sustainability and Stakeholder Relations

Fleetwood Rawstorne Grobler

  54   Executive Vice President, Chemicals Business

Vuyo Dominic Kahla

  45   Executive Vice President, Advisory and Assurance and Company Secretary

Bongani Nqwababa(2)(3)

  49   Executive Director and Chief Financial Officer

Bernard Ekhard Klingenberg

  53   Executive Vice President, Southern African Operations

Maurice Radebe

  54   Executive Vice President, Energy Business.

Christiaan Francois Rademan

  57   Executive Vice President, Upstream and Business Enablement.

Stephanus Johannes Schoeman

  50   Executive Vice President, Technology.

(1)
As at 31 August 2015.

(2)
See above for biographies.

(3)
Appointed with effect from 1 March 2015.

        Steve Cornell became our Executive Vice President, International Operations on 1 February 2014. He is responsible for our global operations outside Southern Africa, particularly our mega-projects in Lake Charles, Louisiana in the United States. He was the Chief Operating Officer of US Fuels and Global Head of major downstream projects at BP, near Chicago, Illinois until January 2014. Before that he was the US Vice President for refining at BP. Before he joined BP, Mr Cornell served in a number of capacities at Total and heritage Total companies from 1988 to 2007. He obtained a Bachelor of Science—Chemical Engineering degree from Purdue University in the United States in 1979.

        Fleetwood Grobler became our Group Executive Global Chemicals and North American Operations on 1 December 2013 and our Executive Vice President, Chemicals Business on 1 July 2014. He is responsible for our global chemicals business, excluding the North American operations. Prior to that, he was the Managing Director of Sasol Olefins & Surfactants. Mr Grobler joined Sasol in 1984 and has served in most of our South African operating facilities and also has extensive experience in our international businesses. He obtained a Bachelor of Mechanical Engineering degree from the University of Pretoria, South Africa in 1984 and completed the Advanced Executive Program at the University of South Africa in 1994.

        Vuyo Kahla has been our Group Executive Advisory and Assurance since 1 January 2011 and became our Executive Vice President, Advisory and Assurance on 1 July 2014. He was appointed Company Secretary on 14 March 2011. He is responsible for the governance, compliance and ethics; legal, intellectual property and regulatory services; and assurance services (incorporating the internal audit and forensic services functions). From June 2004 to December 2006, he was Group Executive, Legal and Risk at Transnet SOC Limited and from January 2007 to November 2010, he was Group Executive, Office of the Group Chief Executive, with executive responsibility for legal services, risk management, compliance, company secretarial services, strategy and business modelling, corporate and public affairs and public policy and regulation. The World Economic Forum has recognised him as a Young Global Leader and he is an alumnus of the Prince of Wales University of Cambridge Programme on Sustainability Leadership. He is a member of the Audit Committee of the South African Revenue Service. In March 2014, Mr Kahla was elected Chairman of the Council of Rhodes University. He obtained a Bachelor of Arts (Law) degree and a postgraduate Bachelor of Law degree from Rhodes University, South Africa in 1994 and 1996, respectively.

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        Bernard Klingenberg has been our Group Executive, South African Energy since 1 April 2011 and became our Executive Vice President, Southern African Operations on 1 July 2014. Prior to that, he was responsible for group human resources for a period of two years. Since joining the Sasol group in 1986, he has held various positions in maintenance, technical and general management fields in some of the South African Energy and the global Chemicals businesses of the group. He was the Managing Director of Sasol Polymers from April 2007 to March 2009 and before that the Managing Director of Sasol Nitro. He obtained a Master of Science (Mechanical Engineering) from the University of Cape Town, South Africa in 1986.

        Maurice Radebe became our Executive Vice President responsible for our Energy Business on 1 July 2014. Prior to that, he was our Group Executive responsible for global corporate affairs, government relations and enterprise development. He is the chairman of the South African Petroleum Industry Association for 2015. Mr Radebe joined Sasol Oil in January 2004, when Sasol Oil purchased Exel Petroleum, where he was the Managing Director. He served as the Managing Director of Sasol Oil from December 2006 until October 2010. He obtained a Bachelor of Science (Applied Mathematics and Physics) from the University of the North (now known as the University of Limpopo), Polokwane, South Africa in 1983 and a Higher Diploma for Educators of Adults from the University of Witwatersrand, Johannesburg, South Africa in 1988. He attended the Management Advancement Programme at the Wits Business School in Johannesburg, South Africa in 1991 and obtained a Masters in Business Administration from Wits Business School in 1997. He attended the General Management Programme at Harvard Business School in the United States in 2007.

        Riaan Rademan became our Executive Vice President, Upstream and Business Enablement on 1 July 2014. Prior to that, he was our Group Executive responsible for Sasol Mining, safety, health and environment, supply chain and information management. He was the Group General Manager responsible for shared services, group information management and procurement and supply chain from 1 May 2009. He previously served as Managing Director of Sasol Nitro and Sasol Mining. Mr Rademan obtained a Bachelor of Mechanical Engineering degree from the University of Pretoria, South Africa in 1980 and a Master of Business Leadership from the University of South Africa in 1987. He attended the Advanced Management Programme at the University of Pennsylvania, Wharton School in the United States of America in 1995.

        Stephan Schoeman became our Executive Vice President, Technology on 1 May 2014. He was the Managing Director of Sasol Synfuels from May 2011 to March 2014. Prior to that, he was the Managing Director of Sasol Infrachem. Mr Schoeman has worked at most of Sasol's South African operating facilities and has extensive international experience. He obtained a Bachelor of Chemical Engineering degree from the University of Pretoria, South Africa in 1986.

6.B    Compensation

        For details on the group remuneration philosophy and policy, refer to the Remuneration Report filed as Exhibit 99.3.

        For details of the shares held by our directors and prescribed officers/GEC named in Item 6.A see "Item 6.E—Share ownership".

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        The following tables summarise the compensation received by our executive and non-executive directors in 2015:

Compensation

Directors

        Remuneration and benefits paid and short-term incentives approved in respect of 2015 for executive directors were as follows:

Executive directors
  Salary   Retirement
funding
  Other
benefits(1)
  Annual
incentives(2)
  Total
2015(3)
  Total
2014(4)
 
 
  R'000
  R'000
  R'000
  R'000
  R'000
  R'000
 

DE Constable(5)

    17 722     234     5 477     23 578     47 011     51 962  

VN Fakude

    6 067     1 732     652     6 431     14 882     17 959  

B Nqwababa(6)

    1 960     249     582     1 652     4 443      

KC Ramon(7)

                        9 635  

P Victor(8)

    1 999     300     279     2 269     4 847     8 231  

Total

    27 748     2 515     6 990     33 930     71 183     87 787  

(1)
Other benefits detailed in the next table.

(2)
Incentives approved on the group results for the 2015 financial year and payable in the following year. Incentives are calculated as a percentage of total guaranteed package/net base salary as at 30 June 2015. The difference between the amount approved as at 4 September 2015 and the total amount accrued as at 30 June 2015 represents an over provision of R14,2 million. The under provision for 2014 of R12,1 million was reversed in 2015.

(3)
Total remuneration for the financial year excludes gains derived from the long term incentive schemes which are disclosed separately.

(4)
Includes incentives approved on the group results for the 2014 financial year and paid in 2015.

(5)
Salary and short-term incentive paid in US dollars, reflected at the exchange rate of the month of payment for the salaries, and on 4 September 2015 for the incentive being the date of approval of the consolidated annual financial statements.

(6)
Mr B Nqwababa was appointed as Chief Financial Officer with effect from 1 March 2015 and is entitled to a pro-rata incentive.

(7)
Ms KC Ramon resigned as Chief Financial Officer with effect from 9 September 2013, and resigned from the group on 30 November 2013.

(8)
Mr P Victor was acting Chief Financial Officer until 28 February 2015 and pro rata amounts in respect of this period, are disclosed.

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        Benefits and payments made in 2015 disclosed in the table above as "other benefits" include:

Executive directors
  Vehicl
benefits
  Medical
benefits
  Vehicle
insurance
fringe
benefits
  Security
benefits
  Other   Total
other
benefits
2015
  Total
other
benefits
2014
 
 
  R'000
  R'000
  R'000
  R'000
   
  R'000
  R'000
 

DE Constable(1)

        381     6     1 028     4 062     5 477     5 847  

VN Fakude

    60     42     6     544         652     356  

B Nqwababa(2)

        24     2     112     444     582      

KC Ramon

                            8 326  

P Victor(3)

    67         4         208     279     1 088  

Total

    127     447     18     1 684     4 714     6 990     15 617  

(1)
Other benefits include the cost of grossing up additional benefits offered under the expatriation policy for tax purposes: Security (R685 499), Medical Aid (R254 034); Housing including gross up (R2 251 914), Home Leave Allowance including gross up (R710 273), Car insurance (R4 160), Risk and personal accident (R156 012). Medical benefits include international cover for dependents.

(2)
A sign-on agreement totalling R9 000 000 and payable over three years was concluded with Mr B Nqwababa as part of his employment contract compensating partially for incentives and benefits forfeited when he resigned from his previous employer. The amount included in Other benefits reflects the first payment, apportioned for his period of service within the 2015 financial year. In terms of the agreement, the balance is payable in equal instalments over FY16 and FY17.

(3)
A retention payment of R1 500 000 made to Mr P Victor in October 2014 linked to his role as acting Chief Financial Officer. The amount included in Other benefits reflects the portion related to his period of service as acting Chief Financial Officer within the financial year, linked to a three year retention period.

Prescribed officers

        Remuneration and benefits paid and short-term incentives approved in respect of 2015 for prescribed officers were as follows:

Prescribed officers
  Salary   Retirement
funding
  Other
benefits(1)
  Annual
incentives(2)
  Total
2015(3)
  Total
2014(4)
 
 
  R'000
  R'000
  R'000
  R'000
  R'000
  R'000
 

SR Cornell(5)

    7 753     208     4 621     6 489     19 071     7 588  

AM de Ruyter(6)

                        2 676  

FR Grobler

    3 012     1 316     279     3 141     7 748     8 393  

VD Kahla

    4 690     618     441     3 642     9 391     10 904  

BE Klingenberg

    4 514     1 421     406     4 362     10 703     11 822  

E Oberholster(7)

    2 355     1 051     63     2 063     5 532     6 515  

M Radebe

    3 771     682     365     3 002     7 820     8 742  

CF Rademan

    3 674     1 772     423     4 210     10 079     11 802  

SJ Schoeman

    3 821     417     280     3 049     7 567     1 407  

GJ Strauss(8)

                        2 805  

Total

    33 590     7 485     6 878     29 958     77 911     72 654  

Number of members

                            8     10  

(1)
Other benefits detailed in the table below.

(2)
Incentives approved on the group results for the 2015 financial year and payable in the following year. Incentives are calculated as a percentage of total guaranteed package or base salary as at 30 June 2015. The

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    difference between the amount approved as at 4 September 2015 and the total amount accrued as at 30 June 2015 represents an over provision of R6 million.

(3)
Total remuneration in the financial year excludes gains derived from the long term incentive plans which are disclosed separately.

(4)
Includes incentives on the group results for the 2014 financial year.

(5)
Mr SR Cornell under his US employment contract is paid in USD and the amount reflected amount, for purposes of disclosure only, had been converted to ZAR using the average exchange rate over the period.

(6)
Mr AM de Ruyter resigned from the Group with effect from 30 November 2013.

(7)
Mr E Oberholster retired from the Group with effect from 31 March 2015.

(8)
Mr GJ Strauss retired from the group with effect from 30 September 2013.

        Benefits and payments made in 2015 disclosed in the table above as "other benefits" include the following:

Prescribed officers
  Vehicle
benefits
  Medical
benefits
  Vehicle
Insurance
fringe
benefits
  Security
benefits
  Other   Total
other
benefits
2015
  Total
other
benefits
2014
 
 
  R'000
  R'000
  R'000
  R'000
   
  R'000
  R'000
 

SR Cornell(1)

        209             4 412     4 621     1 712  

AM de Ruyter

                            146  

FR Grobler

    166     68     6     39         279     1 695  

VD Kahla

        72     6     363         441     522  

BE Klingenberg

    213     72     6     1155         406     304  

E Oberholster

        51     5     7         63     61  

M Radebe

    264     72     6     23         365     360  

CF Rademan

    320     63     6     34         423     410  

SJ Schoeman

    200     72     6     2         280     46  

GJ Strauss

                            65  

Total

    1 163     679     41     583     4 412     6 878     5 321  

(1)
Mr SR Cornell received a payment of $100 000 linked to a deferred sign on agreement which is part of his employment contract. Payments are done in tranches upon achievement of significant milestones on the US Mega projects. Mr SR Cornell received a sign on payment of $750 000 linked to a retention period of 36 months, from February 2014, partially compensating him for incentives and benefits forfeited when he resigned from his previous employer. The amount included in Other benefits reflects the portion related to his period in service for the financial year ($750 000*12/36). The amount in US dollar has been converted to Rand.

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        Non-executive directors' remuneration for the year was as follows:

Non-executive directors
  Board
fees
  Lead
director
fees
  Committee
fees
  Share
incentive
trustee
fees
  Ad Hoc
Special
Board
Committee
Meetings
  Total
2015
  Total
2014
 
 
  R'000
  R'000
  R'000
  R'000
  R'000
  R'000
  R'000
 

MSV Gantsho(1) (Chairman)

    4 900                     4 900     3 132  

JE Schrempp (Lead independent director)(2)

    1 736     603     461     67     42     2 909     2 489  

C Beggs

    530         515         84     1 129     1 011  

HG Dijkgraaf(2)

    1 736         922     67     63     2 788     2 383  

NNA Matyumza(3)

    398         149         63     610      

IN Mkhize

    530         569     134     84     1 317     1 193  

ZM Mkhize

    530         117         42     689     603  

MJN Njeke

    530         199         63     792     704  

B Nqwababa(4)

    123         48             171     419  

TH Nyasulu(5)

                              2 000  

PJ Robertson(2)

    1 736         410     67     63     2 276     1 460  

S Westwell(2)

    1 736         537         84     2 357     1 985  

Total

    14 485     603     3 927     335     588     19 938     17 715  

(1)
Appointed as Chairman effective 22 November 2013. Pro rata fees disclosed in FY14.

(2)
Board and committee fees paid in US dollars

(3)
Appointed as non-executive director effective 8 September 2014.

(4)
Resigned non-executive director effective 26 September 2014.

(5)
Resigned as Chairman and non-executive director effective 22 November 2013.

Medium-term incentive schemes applicable to executive directors and senior management

        For details regarding our medium-term incentive schemes applicable to executive directors named in Item 6.A. see "Item 6.E.—Share ownership".

Long-term incentive schemes applicable to executive directors and senior management

        For details regarding our long-term incentive schemes applicable to executive directors named in Item 6.A. see "Item 6.E.—Share ownership".

6.C    Board practices

        Refer to "Item 6.A—Directors and senior management" for our board of directors (the board) and information with respect to their terms of office.

        Refer to our remuneration report filed as Exhibit 99.3 for details of our directors' service contracts and benefits upon termination of employment.

        Refer to our corporate governance report filed as Exhibit 99.2 for details of our board practices, including details relating to our audit committee and remuneration committee, as well as the names of committee members and summaries of the terms of reference under which the committees operate.

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6.D    Employees

        We have developed and implemented six values group-wide in order to support our vision, culture and strategic goals. The six Sasol values—safety, people, integrity, accountability, stakeholder focus and excellence in what we do, have been rolled out to all of our employees. We continue to focus to fully integrate behaviour in accordance with our values in our performance management system.

        Our workforce composition at 30 June is presented below:

Region
  2015   2014   2013  

South Africa

    26 138     28 637     28 849  

Europe

    2 780     2 836     3 269  

North America

    1 209     1 109     1 025  

Other

    792     818     603  

Total

    30 919     33 400     33 746  

 

 
  2015   2014   2013  

Employees by segment

                   

Mining

    7 908     8 435     8 140  

Exploration and Production International

    494     527     487  

Energy

    4 799     5 219     5 254  

Base Chemicals

    5 983     6 220     6 727  

Performance Chemicals

    6 326     6 112     5 918  

Group Functions

    5 409     6 887     7 220  

Total

    30 919     33 400     33 746  

Positive labour relations

        We enjoy constructive relationships with recognised trade unions throughout the group. The majority of our employees worldwide belong to trade unions/work councils and are covered by collective agreements entered into in the various jurisdictions in which Sasol operates. Joint forums between trade unions and management remain active as part of our willingness to sustain constructive dialogue. These forums discuss wages, conditions of employment, health and safety, training and development, community care, restructuring, transformation and HIV/AIDS, among other important issues. Recognised unions and pensioners are represented on our medical scheme board and retirement funds' boards.

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6.E.    Share ownership

Shareholdings of directors and officers

        The aggregate beneficial shareholding at 30 September 2015 by the directors of the company and the prescribed officers, including those that resigned during the year, and their associates in the issued share capital of the company is detailed below.

 
  2015   2014  
Beneficial shareholding
  Direct   Indirect   Total
beneficial
shareholding
  Direct   Indirect(1)   Total
beneficial
shareholding
 

Executive directors

                                     

VN Fakude

    4 269         4 269     1 500         1 500  

KC Ramon(2)

                30     41 556     41 586  

Non-executive directors

   
 
   
 
   
 
   
 
   
 
   
 
 

IN Mkhize

    313     18 626     18 939     313     18 626     18 939  

TH Nyasulu(3)

                    1 450     1 450  

Total

    4 582     18 626     23 208     1 843     61 632     63 475  

(1)
Shares in Sasol Inzalo Public Limited (RF). These shares do not confer any voting or dividend rights in respect of Sasol Limited.

(2)
Resigned with effect from 9 September 2013.

(3)
Resigned with effect from 22 November 2013.

 
  2015   2014  
Beneficial shareholding
  Direct   Indirect   Total
beneficial
shareholding
  Direct   Indirect(2)   Total
beneficial
shareholding
 

Prescribed officers

                                     

AM de Ruyter(3)

                5 900         5 900  

FR Grobler

    13 500         13 500     13 500         13 500  

CJ Rademan

    2 500         2 500              

GJ Strauss(4)

                4 300         4 300  

M Radebe

                    3 819     3 819  

E Oberholster(5)

                    300     300  

Total

    16 000         16 000     23 700     4 119     27 819  

(1)
Shares in Sasol Inzalo Public Limited (RF).

(2)
Includes units held in the Sasol Share Savings Trust and shares in Sasol Inzalo Public Limited (RF). These units and shares do not confer any voting or dividend rights in respect of Sasol Limited.

(3)
Resigned with effect from 30 November 2013.

(4)
Retired with effect from 30 September 2013.

(5)
Retired with effect from 1 March 2015.

Long-term and medium-term incentive schemes applicable to executive directors and senior management

        See the Remuneration Report filed as Exhibit 99.3.

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ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A    Major shareholders

        Refer to Note 46 to "Item 18—Financial Statements" for the authorised and issued share capital of Sasol Limited.

        To the best of our knowledge, Sasol Limited is not directly or indirectly owned or controlled by another corporation or the government of South Africa or any other government. We believe that no single person or entity holds a controlling interest in our securities.

        In accordance with the requirements of the Companies Act of South Africa, the following beneficial shareholdings equal to or exceeding 5% of the total issued securities during the last three years were disclosed or established from inquiries as of 30 June 2015:

 
  2015   2014   2013  
 
  Number of
shares
  % of
shares
  Number of
shares
  % of
shares
  Number of
shares
  % of
shares
 

Government Employees Pension Fund (GEPF)(1)

    92 425 614     13,6     93 978 508     13,8     91 251 487     13,5  

Industrial Development Corporation of South Africa (IDC)

    53 266 887     7,8     53 266 887     7,9     53 266 887     7,9  

(1)
PIC Equities manages 82,3 million of the shares owned by the GEPF.

        The voting rights of major shareholders do not differ from the voting rights of other shareholders.

        As of 31 August 2015, 44,4 million Sasol ordinary shares, or approximately 6,5% of our total issued securities, were held in the form of American Depositary Receipts (ADRs). As of 31 August 2015, 498 record holders in the United States held approximately 18,3% of our total issued securities in the form of either Sasol ordinary shares or ADRs.

7.B    Related party transactions

        There have been no material transactions during the most recent three years, other than as described below, nor are there proposed to be any material transactions at present to which we or any of our subsidiaries are or were a party and in which any senior executive or director, or 10% shareholder, or any relative or spouse thereof or any relative of such spouse, who shared a home with this person, or who is a director or executive officer of any parent or subsidiary of ours, had or is to have a direct or indirect material interest. Furthermore, during our three most recent years, there has been no, and at 30 June 2015 there was no, outstanding indebtedness to us or any of our subsidiaries owed by any of our executive or independent directors or any associate thereof.

        During the year, group companies, in the ordinary course of business, entered into various purchases and sale transactions with associates, joint ventures and certain other related parties. The effect of these transactions is included in the financial performance and results of the group. Terms and conditions are determined on an arm's length basis.

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        Material related party transactions were as follows:

 
  30 June
2015
  30 June
2014
  30 June
2013
 
 
  (Rand in millions)
 

Sales and services rendered from subsidiaries to related parties

                   

—Joint ventures

    1 107     538     1 373  

—Associates

        679     1 564  

Total

    1 107     1 217     2 937  

Purchases by subsidiaries from related parties

                   

—Joint ventures

    530     377     410  

—Associates

    89     85     80  

Total

    619     462     490  

        Amounts due to and from related parties are disclosed in the respective notes to the financial statements for the respective statement of financial position line items. Refer to Note 60 to "Item 18—Financial Statements" for further details.

7.C    Interests of experts and counsel

        Not applicable.

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ITEM 8.    FINANCIAL INFORMATION

8.A    Consolidated statements and other financial information

        See "Item—18. Financial Statements" for our financial statements, related notes and other financial information filed with this annual report on Form 20-F.

Dividend policy

        Our previous dividend distribution policy was a progressive dividend policy. In February 2015 the Sasol Limited Board approved a change in the company's dividend policy, which is based on a dividend cover range. The Company´s dividend policy takes into consideration various factors, including overall market and economic conditions, the Group´s financial position, capital investment plans as well as earnings growth.

        Headline earnings per share will serve as the basis for deciding on the dividend amount. The prevailing circumstances of the company, future investment plans, financial performance and the trading and macroeconomic environments will be considered when we make decisions on dividends. The average rate of earnings to dividend distributions in the past five years was approximately 2,4 times. Our dividend cover for 2015 was 2,7 times. We distribute dividends twice a year.

        With effect from 1 April 2012, secondary tax on companies (STC) of 10% levied on dividends declared was replaced by a dividend withholding tax on shareholders of 15%. The withholding tax of 15% on dividends declared is excluded in the company's computation of the income tax expense for the corresponding period as it is a tax on shareholders.

        Refer to "Item 10.B—Memorandum and articles of association—Rights of holders of our securities".

Legal proceedings

        For information regarding our legal proceedings refer to "Item 4.B—Business overview—Legal proceedings".

8.B    Significant changes

        Refer to "Item 18—Financial statements".

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ITEM 9.    THE OFFER AND LISTING

9.A    Offer and listing details

        The following table sets forth, for the years indicated, the reported high and low quoted prices for the ordinary shares on the Johannesburg Stock Exchange (JSE) and for our American Depositary Receipts (ADRs) on the New York Stock Exchange.

 
  Shares
(Price per
share in rand)
  ADRs
(Price per
ADR in US$)
 
Period
  High   Low   High   Low  

2011

    403,55     270,03     60,39     34,89  

2012

   
409,99
   
303,45
   
48,96
   
40,01
 

2013

   
452,96
   
336,00
   
47,92
   
39,94
 

2014

   
 
   
 
   
 
   
 
 

First quarter

    489,56     420,00     49,49     41,65  

Second quarter

    519,00     481,20     51,90     46,60  

Third quarter

    597,25     513,00     56,15     46,74  

Fourth quarter

    645,10     570,87     60,21     54,03  

2015

   
 
   
 
   
 
   
 
 

First quarter

    642,72     597,65     60,80     54,25  

Second quarter

    609,28     392,78     54,11     33,18  

Third quarter

    477,56     365,10     42,20     31,66  

Fourth quarter

    490,06     395,80     41,64     33,76  

April

   
490,06
   
395,80
   
41,64
   
33,80
 

May

    486,00     428,20     40,21     35,47  

June

    450,00     418,21     37,06     33,76  

July

    447,89     403,37     36,57     32,60  

August

    431,79     375,25     34,12     27,95  

September

    447,34     377,78     32,34     26,97  

October (up to 2 October 2015)

    400,90     397,17     29,43     28,31  

9.B    Plan of distribution

        Not applicable.

9.C    Markets

        The principal trading market for our shares is currently the JSE. Our American Depositary Shares (ADS) have been listed on the New York Stock Exchange since 9 April 2003, each representing one common ordinary share of no par value, under the symbol "SSL". The Bank of New York Mellon is acting as the Depositary for our ADSs and issues our ADRs in respect of our ADSs.

9.D    Selling shareholders

        Not applicable.

9.E    Dilution

        Not applicable.

9.F    Expenses of the issue

        Not applicable.

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ITEM 10.    ADDITIONAL INFORMATION

10.A    Share capital

        Not applicable.

10.B    Memorandum and articles of association

1.     Registration number, and object and purpose

        Sasol Limited was incorporated in South Africa as a public company under the Companies Act, 61 of 1973 (old Companies Act) and continues to exist under the Companies Act, 71 of 2008 (Companies Act) as a pre-existing company. We are entered into the register of the Companies and Intellectual Property Commission under registration number 1979/003231/06. Our corporate seat is in Johannesburg, South Africa.

        In terms of the Companies Act, the memorandum of association and articles of association of any company incorporated under the old Companies Act became its memorandum of incorporation (MOI) on 1 May 2011. Sasol Limited's MOI, referenced as Exhibit 1.1, was amended by special resolution passed on 21 November 2014.

    Object and purpose:

        In terms of the Companies Act, Sasol's main business is not required to be specified in its MOI.

        Our company's main business remains to act as an investment holding company, and investment company and a management company and, either on its own and/or in collaboration with other agencies:

    to prospect for coal, oil, petroleum and related substances;

    to acquire mineral and other rights;

    to acquire, exploit and mine coal, oil, petroleum and related substances and beneficiate and refine them into gaseous, liquid and solid fuels, petrochemicals and other products;

    to convert, process and beneficiate any product with or without the addition of other products in any other way whatsoever; and

    to market these products.

    Sasol's main object is to:

    conduct the business of an investment holding company, an investment company and a management company;

    prospect for minerals and to acquire mineral rights as well as oil, petroleum and related substances;

    carry on mining;

    conduct beneficiation and refining;

    carry on petrochemical trading; and

    market the products produced and/or acquired by the company.

2.     Our board of directors

    (a)
    Power to vote in respect of matters in which a director has a material interest.    In terms of our MOI and section 75 of the Companies Act a director who has a personal financial interest in

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      respect of a matter to be considered at a meeting, or knows that a related person has a personal financial interest in the matter, may not vote on the matter. In terms of our board charter, directors are appointed on the express understanding and agreement that they may be removed by the board if and when they develop an actual or prospective material, enduring conflict of interest with Sasol or a group company.

    (b)
    Power to vote on remuneration.    A distinction must be drawn between remuneration of directors as employees (executive directors) of the company and remuneration of directors for their services as directors. With regard to remuneration of directors for their services as directors and in accordance with Companies Act, our MOI requires shareholder approval by way of a special resolution obtained in the previous two years for the payment of remuneration to directors for their service as directors, and the basis of payment thereof. Our MOI also provides for reimbursement by the company of reasonable expenses incurred in travelling to and from meetings of the directors, committees and shareholders.

      The remuneration of executive directors is determined by a disinterested quorum of directors. No powers are conferred by our MOI, or by any other means, on the directors who are employees of the company, to vote on their own remuneration in the absence of a disinterested quorum of directors. A disinterested quorum of directors determines the remuneration of the executive directors on recommendation of the remuneration committee. Remuneration of executive directors is determined in accordance with the group's remuneration philosophy put to shareholders' for a non-binding advisory vote at the annual general meeting as required by the King Code of Governance Principles for South Africa 2009 (King III Code).

    (c)
    Borrowing powers exercisable by directors.    Clause 26.2 of our MOI provides that the directors, acting on behalf of subsidiaries, may borrow money and secure the payment or repayment thereof upon terms and conditions which they may deem fit in all respects and, in particular, through the issue of debentures which bind as security all or any part of the property of the Company, both current and future.

    (d)
    Retirement.    In terms of clause 23.1.12 of our MOI, any director reaching 70 years of age shall retire at the end of that year, provided that the board may, by unanimous resolution on a year-to-year basis, extend a director's term of office but not beyond the end of the year in which the director turns 73.

    (e)
    Qualification shares.    The MOI does not require a director to hold shares in the capital of the company.

3.     Rights and privileges of holders of our securities

        Classes of shares.    We have three classes of shares in issue, namely:

    Sasol ordinary shares;

    Sasol preferred ordinary shares; and

    Sasol BEE ordinary shares,

    which have the rights and privileges more fully set out in our MOI and which are briefly described herein.

    (a)
    Dividend rights attaching to the various classes of shares

    Sasol ordinary shares:    In terms of our MOI, the company may, make distributions as defined in the Companies Act, save however that no dividend may be declared and paid unless the company has first declared and paid in full the dividends due to the holders of

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        the Sasol preferred ordinary shares, (the details of which are set out more fully below). If a dividend is declared by the board, only then does a shareholder have a right to receive a dividend which may be enforced against the company.

        Dividends are declared payable to shareholders registered at a date subsequent to the date of the declaration of the dividend as determined by the rules of the local stock exchange operated by the JSE Limited (the JSE). The dates applicable to the dividend payment are determined in accordance with the listings requirements of the JSE.

        In terms of our MOI, any dividends which remain unclaimed after a period of 12 years may be declared forfeited by the board and revert to our company. All unclaimed dividends may be invested or otherwise utilised by the directors for the benefit of the company after the expiry of three years until claimed.

        Holders of American Depositary Receipts (ADRs) on the relevant record date will be entitled to receive any dividends payable in respect of the Sasol ordinary shares underlying the ADRs, subject to the terms of the Deposit Agreement. Cash dividends will be paid by the Depositary to holders of ADRs in accordance with the Deposit Agreement.

      Sasol BEE ordinary shares:    the Sasol BEE ordinary shares rank pari passu with Sasol ordinary shares as regards to dividends.

      Sasol preferred ordinary shares:    carry a cumulative preferred ordinary dividend right for a period of ten years from the date of issue. These preferred dividend rights rank ahead of the dividend rights of the holders of any other shares in the company, including the Sasol BEE ordinary shares (but excluding any preference shares). The holders thereof have the right to receive and be paid a preferred ordinary dividend, as follows:

      R24,20 per annum until 30 June 2014; and thereafter

      R30,80 per annum until 30 June 2018.

        Any payments made to holders of Sasol preferred ordinary shares must be made without deduction, set-off or withholding.

        Dividends payable on the Sasol preferred ordinary shares are adjusted to neutralise the impact of the dividend withholding tax, which replaced secondary tax on companies (STC) with effect from 1 April 2012.

      In terms of our MOI no dividend may be paid unless it reasonably appears that the company will satisfy the solvency and liquidity test as defined in the Companies Act immediately after completing the proposed distribution; and the board, by resolution, has acknowledged that it has applied the solvency and liquidity test and has reasonably concluded that the company's assets equal or exceed the liabilities of the company and that the company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months following the payment of the dividend.

      It is our policy to declare dividends in rand and the board may, in terms of our MOI, at the time of declaring a dividend make such determinations as they may deem appropriate with regard to the payment in any currency and the rate of exchange, subject to the approval of the South African Reserve Bank (SARB). For further information on our dividend policy, see "Item 8.A—Consolidated Statements and Other Financial Information".

    (b)
    Voting rights.    The Sasol BEE ordinary shares and the Sasol preferred ordinary shares rank pari passu with Sasol ordinary shares in relation to the right to vote at shareholders' meetings of the company.

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      In terms of our MOI every shareholder, or representative of a shareholder, who is present at a shareholders' meeting has one vote on a show of hands, regardless of the number of shares he holds or represents. On a poll, a shareholder has one vote for every share held by him. If the rights of any class of shareholders will be affected, then provision is made in the Companies Act for a separate class meeting.

    (c)
    Appointment and re-election of directors.    The directors shall, within the minimum and maximum limits stipulated in the MOI, determine the number of directors from time to time. Our directors are elected by our shareholders at the annual general meeting. The board may appoint any person qualifying as a director in terms of the Companies Act, either to fill a vacancy or as an addition to the board, provided that the total number of directors does not at any time exceed the maximum of number stipulated in the MOI. Directors appointed by the board in this manner are required to retire at the next annual general meeting following their appointment, but are eligible for re-election. If so approved by the board, directors may also appoint alternate directors in their stead. At the annual general meeting of Sasol, one-third of the serving directors shall retire or if the total number of serving directors who shall retire does not constitute a multiple of three, the number of directors who shall retire shall be the number, adjusted upwards, that is the closest to one-third. The directors who retire every year shall be the longest serving since their last election, but will be eligible for re-election. As between directors of equal seniority, the directors to retire, in the absence of agreement, will be selected from among them in alphabetical order.

      If at the date of the annual general meeting a director has held office for a period of five years since his last election or appointment, he shall retire at such meeting, if not included as one of the directors to retire by rotation.

    (d)
    Right to share in profits.    This is not relevant under South African law. In terms of South African law, dividends are declared subject to the directors being satisfied as to the solvency and liquidity of a company.

    (e)
    Rights to surplus in the event of liquidation.

      Sasol preferred ordinary shares:    on the winding up of the company all dividends that should have been declared and paid to the holders of Sasol preferred ordinary shares at that point in time will automatically be declared and paid in priority to shareholders of any other class of shares other than preference shares. Thereafter, each Sasol preferred ordinary share shall participate pari passu with each Sasol ordinary share in the remaining assets of the company and the assets remaining after payment of the debts and liabilities of the company, the costs of liquidation and the payment of all dividends that should have been declared and paid to the holders of Sasol preferred ordinary shares (as set out above), shall be distributed among the shareholders in proportion to the number of shares respectively held by each of them.

    (f)
    Redemption provisions.    There are no redemption provisions relating to the Sasol ordinary shares and the Sasol BEE ordinary shares.

      Sasol preferred ordinary shares:    the restrictions on and entitlements in relation to the Sasol preferred ordinary shares will lapse on the earlier of the tenth anniversary of the date of issue of the first Sasol preferred ordinary shares or on the date of receipt by the company of a notice that a redemption event has occurred, in accordance with the terms of various agreements entered into by inter alia Sasol and the company Sasol Inzalo Groups Funding (Pty) Ltd, and the company Sasol Inzalo Public Funding (Pty) Ltd, (the redesignation date). On the redesignation date, the Sasol preferred ordinary shares will be redesignated as Sasol ordinary shares and will rank pari passu in all respects with the Sasol ordinary shares.

    (g)
    Sinking funds.    There are no sinking funds.

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    (h)
    Liability for further capital calls.    Under the old Companies Act, shares could only be issued if they were fully paid. Accordingly, no shares were issued which were subject to any capital calls. Under the Companies Act however, partly paid shares may be issued under certain circumstances. The company has not yet made use of these provisions.

    (i)
    Discriminatory provisions against majority shareholders.    There are no discriminatory provisions in our MOI against any holder of securities as a result of such holder owning a substantial number of shares in the company.

4.     Changing rights of holders of securities

        In terms of our MOI, we may only by way of special resolution amend the rights attached to any shares or convert any of our shares (whether issued or not) into shares of another class. A special resolution is also required for the company to convert shares into stock and to reconvert stock into shares. If the rights of any class of shareholders will be affected, then provision is made in the Companies Act for a separate class meeting of the holders of such shares. In addition to the above, shareholders have appraisal rights under the Companies Act, and accordingly, if we amend our MOI by altering the preferences, rights, limitations or other terms of any class of our shares in a manner that is materially adverse to the rights or interests of holders of that class of shares, every holder of that class of shares that was present at the meeting at which the resolution to amend our MOI was passed and voted against such resolution, will be entitled, on notice to the company to seek court relief upon establishing that they have been unfairly prejudiced by the company. For a special resolution to be approved by shareholders, it must be supported by at least 75% of the voting rights exercised on the resolution.

5.     General meeting of shareholders

        In terms of the Companies Act, the board or any other person specified in the company's MOI may call a shareholders' meeting at any time. In terms of our MOI, the board (or any other person who may be specified in the MOI) must call a shareholders' meeting:

    at any time that the board is required in terms of the Companies Act, or our MOI to refer a matter to shareholders for decision;

    whenever required in terms of the Companies Act to fill a vacancy on the board;

    whenever required in terms of our MOI to call a meeting; and

    if one or more demands for a meeting with substantially the same purpose are delivered to the company by persons holding in aggregate at least 10% of the voting rights entitled to be exercised in relation to the matter proposed.

        One or more shareholders holding not less than 10% of the voting rights may convene a shareholders' meeting.

        If a company is unable to convene a meeting because it has no directors, then in terms of our MOI, any single shareholder entitled to vote may convene a meeting. In accordance with our MOI, our annual general meeting is required to be held each year within six months from the end of our financial year, and within 15 months after the date of our last preceding annual general meeting. The following business must at a minimum be transacted at an annual general meeting:

    presentation of directors' reports, audited financial statements and the audit committee report;

    election of directors (to the extent required by the Companies Act or our MOI);

    appointment of an auditor and the election of an audit committee; and

    any matter raised by a shareholder.

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        If the company fails to convene a meeting in accordance with its MOI, or as required by the shareholders holding in the aggregate at least 10% of the voting rights as set out above, or within the time periods specified above for an annual general meeting, any shareholder may apply to court for an order to convene a shareholders' meeting on a date and subject to such terms as a court considers appropriate.

        Notices.    In terms of our MOI we are required to deliver written notice of shareholders' meetings to each shareholder and each beneficial shareholder at least 15 business days before a meeting. The Companies Act also stipulates that delivery of a notice will be deemed to have taken place on the seventh calendar day following the day on which the notice was posted by way of registered post. The notice of meeting must include inter alia the date, time and place of the meeting, the general purpose of the meeting and a copy of any proposed resolution. In the case of the annual general meeting the notice must include a summarised form of the annual financial statements to be presented and directions for obtaining a copy of such complete annual financial statements.

        Attendance at meetings.    Before a person will be allowed to attend or participate at shareholder meetings, that person must present reasonably satisfactory identification and the person presiding at the meeting must reasonably satisfy himself that the right of the person to attend as shareholder or proxy has been reasonably verified. Meetings of shareholders may be attended by any person who holds shares in the company and whose name has been entered into our securities register and includes any person who is entitled to exercise any voting rights in relation to the company. Any person entitled to attend and to vote at any meeting may appoint a proxy/ies in writing to attend and to vote at such meeting on his/her/its behalf. In respect of shares which are not subject to the rules of a central securities depository, and in respect of which a person holds a beneficial interest which includes the right to vote on a matter, that beneficial holder may attend and vote on a matter at a meeting of shareholders, but only if that person's name has been entered in our register of disclosures as the holder of that beneficial interest. Beneficial shareholders whose shares are not registered in their own name or (in the case of certificated shares in the company's register of disclosure), or beneficial owners who have dematerialised their shares, are required to contact the registered shareholder or their Central Securities Depository Participant, as the case may be, for assistance to attend and vote at meetings.

        Quorum.    In terms of our MOI, the quorum necessary for the commencement of a shareholders meeting shall be sufficient persons present at the meeting to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the shareholders meeting but the shareholders' meeting may not begin unless at least 3 persons entitled to vote are present. In terms of our MOI, if the required quorum of shareholders is not present within 30 minutes from the time appointed for the meeting to begin, the meeting will be postponed to the next business day and if at such adjourned shareholders' meeting a quorum is not present within 15 minutes from the time appointed for the shareholders' meeting, then the persons entitled to vote present shall be deemed to be the requisite quorum. In terms of the Companies Act, no further notice is required of a postponed or adjourned meeting unless the location is different from that of the postponed or adjourned meeting, or is different from a location announced at the time of an adjourned meeting.

        Manner of voting.    At a shareholders' meeting, a resolution put to vote will be decided by a show of hands, unless a poll is demanded by:

    at least five shareholders having the right to vote on that matter either as shareholder or proxy;

    a shareholder or shareholders, or their proxies, representing at least one-tenth of the total voting rights of all shareholders having the right to vote on that matter;

    a shareholder or shareholders holding in total not less than one-tenth of the issued share capital of the company having the right to vote on that matter; or

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    the chairman.

        In terms of the Companies Act, a special resolution is required to:

    amend our MOI;

    ratify consolidated versions of our MOI;

    ratify actions by the company or directors in excess of their authority under the MOI;

    approve an issue of shares or grant of rights to directors, prescribed officers or persons related to them;

    approve an issue of shares or securities which will result in the voting power of the class of shares being issued (as a result of a transaction or a series of transactions), being equal to or exceeding 30% of the voting powers of all the shares of that class immediately before the transaction or series of transactions;

    authorise the board to grant financial assistance to directors, prescribed officers or related or inter-related parties;

    authorise the board to grant financial assistance to any person for the purpose of the subscription or purchase of securities issued by the company or by a related or inter-related company;

    approve a decision of the board for re-acquisition of shares if acquired from a director or prescribed officer, or persons related to them;

    approve a decision of the board for re-acquisition of shares if it involves the acquisition, whether alone or as part of a series of transaction, of more than 5% of the issued shares in any class;

    authorise the basis for compensation to directors for their services as directors;

    approve the voluntary winding up of the company;

    approve the winding up of the company by court order;

    approve an application to transfer the company to a foreign jurisdiction;

    approve any proposed fundamental transaction, as defined in the Companies Act; or

    revoke a resolution giving rise to shareholders' appraisal rights.

        In addition to the above, our MOI provides for further matters that must be decided by way of a special resolution.

        For a special resolution to be approved by shareholders, it must be supported by at least 75% of the voting rights exercised on the resolution.

        For an ordinary resolution to be approved by shareholders, it must be supported by at least 50% of the voting rights exercised on the resolution.

6.     Rights of non-South African shareholders

        The Sasol BEE ordinary shares may only be owned by persons who meet certain broad-based black economic empowerment credentials. In order to meet such credentials such person must, inter alia, be a South African citizen.

        There are no limitations imposed by South African law or the MOI on the rights of non-South African shareholders to hold or vote shares in the company (other than the Sasol BEE ordinary shares). Acquisitions of shares in South African companies are not generally subject to review by the

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SARB. However, its approval may be required in certain cases where such share acquisition is financed by South African lenders.

7.     Provisions that would have the effect of delaying a change of control or merger

        The Companies Act and the regulations to the Companies Act deal extensively with the requirements that must be met by a company with respect to a merger, an acquisition or a corporate restructure.

8.     Disclosure of ownership threshold

        Pursuant to section 122(1)(a) and (b) of the Companies Act, a person must notify the company within three business days after acquiring or disposing of a beneficial interest in sufficient securities of a class issued by that company such that, as a result of the acquisition or disposal, the person holds or no longer holds as the case may be, a beneficial interest in securities amounting to any multiple of 5% of the issued securities of that class. The Takeover Regulation Panel has interpreted this to mean an acquisition or disposal of shares in any 5% increment.

        The JSE Listings Requirements require a listed company to disclose in its annual financial statements the interest of any shareholder, other than a director, who, insofar as it is known to the company, is directly or indirectly beneficially interested in 5% or more of any class of the company's capital.

9.     Effect of the law

        With respect to items 2 through 8 above, the effect of the law applicable to our company and where required, is explained.

10.   Changes in share capital

        In terms of the Companies Act, the board may (save to the extent that a company's MOI provides otherwise), increase or decrease the number of authorised shares in any class of shares. In addition, the board may (save to the extent that the company's MOI provides otherwise), classify any unclassified shares, or determine any preference rights, limitations or other terms in respect of a class of shares which have been provided for in a company's MOI and for which the board is required to determine the associated preference rights, limitations or other terms of shares.

        In terms of our MOI and the JSE Listings Requirements, we are required to obtain the consent of shareholders, by special resolution, to increase the number of authorised shares in the share capital of the company, or to consolidate or to subdivide all or any shares or to amend the rights and privileges of any class of shares.

        Issued shares placed under the control of directors.    See section 4 above.

        Unissued shares placed under the control of directors.    The Companies Act generally allows the board to issue authorised shares without shareholder approval. However, in terms of our MOI, and subject the listings requirements of the JSE, the company may, in a shareholders' meeting, place the balance of the ordinary shares not allotted under the control of the directors with general authorisation to allot, and issue such shares at such prices and upon such terms and conditions and with the rights and privileges attached thereto, as may be determined in shareholders' meeting. A special resolution is required to place the preference shares under the control of the directors. Further, in terms of our MOI, a special resolution is required to amend the rights attached to any unissued shares or convert any of our unissued shares into shares of another class. A special resolution, is also required for the company to cancel, vary or amend shares or any rights attached to shares which, at the time of the

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passing of the relevant resolution, have not been taken up by any person or which no person has agreed to take up, and we may reduce our share capital by the amount of the shares so cancelled.

        In terms of the Companies Act, a special resolution is required to approve an issue of shares or securities convertible into shares, or the issue of options for the allotment or subscription of authorised shares or other securities of the company, or a grant of any other rights exercisable for securities, if the shares, securities, options or rights are issued to a director, future director, prescribed officer, or future prescribed officer of the company, or their related parties or nominees. In addition, a special resolution is required to approve an issue of shares or securities which will, as a result of a transaction or a series of transactions, result in the voting power of the class of shares being issued being equal to or exceeding 30% of the voting powers of all the shares of that class immediately before the transaction or series of transactions.

10.C    Material contracts

        We do not have any material contracts, other than contracts entered into in the ordinary course of business.

10.D    Exchange controls

        South African exchange control regulations are administered by the Financial Surveillance Department of the South African Reserve Bank (FSD) and are applied throughout the Common Monetary Area (CMA) (South Africa, the Kingdoms of Lesotho and Swaziland and the Republic of Namibia) and regulate transactions involving South African residents, as defined in the Exchange Control Rulings, including natural persons and legal entities.

        Day to day interaction with the FSD on exchange control matters is facilitated through Authorised Dealers who are persons authorised by National Treasury to deal in foreign exchange, in so far as transactions in respect of foreign exchange are concerned.

        The South African government (the Government) has from time to time stated its intention to relax South Africa's exchange control regulations when economic conditions permit such action. In recent years, the Government has incrementally relaxed aspects of exchange control.

        The following is a general outline of South African exchange controls. The comments below relate to exchange controls in force at the date of this annual report. These controls are subject to change at any time without notice. Investors should consult a professional advisor as to the exchange control implications of their particular investments.

Foreign financing and investments

        Foreign debt.    We, and our South African subsidiaries, require approval by the FSD to obtain foreign loans.

        Funds raised outside the CMA by our non-resident subsidiaries, ie a non-resident for exchange control purposes, are not restricted under South African exchange control regulations and may be used for any purpose including foreign investment, as long as such use is without recourse to South Africa. We, and our South African subsidiaries, would, however, require approval by the FSD in order to provide guarantees for the obligations of any of our subsidiaries with regard to funds obtained from non-residents of the CMA.

        Debt raised outside the CMA by our non-resident subsidiaries must be repaid or serviced by those foreign subsidiaries. Without approval by the FSD, we can neither use cash we earn in South Africa to repay or service such foreign debts nor can we provide security on behalf of our non-resident subsidiaries.

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        We may retain dividends declared by our foreign subsidiaries offshore which we may use for any purpose, without any recourse to South Africa. These funds may, subject to certain conditions, also be invested back into the CMA in the form of equity investments or loans.

        Raising capital overseas.    A listing by a South African company on any stock exchange requires prior approval by the FSD. Similarly, the listing of a non-South African company on the JSE requires prior approval by the FSD.

        Under South African exchange control regulations, we must obtain approval from the FSD regarding any capital raising activity involving a currency other than the rand. In granting its approval, the FSD may impose conditions on our use of the proceeds of the capital raising activity outside South Africa, including limits on our ability to retain the proceeds of this capital raising activity outside South Africa or a requirement that we seek further approval by the FSD prior to applying any of these funds to any specific use. Any limitations imposed by the FSD on our use of the proceeds of a capital raising activity could adversely affect our flexibility in financing our investments.

        Foreign investments.    Under current exchange control regulations we, and our South African subsidiaries, can invest overseas without prior approval by the FSD, where the investment is below R500 million per calendar year per company provided that the proposed investment meets certain criteria. Although no prior approval by the FSD is required for these investments, prior approval from the relevant Authorised Dealer, who will evaluate the investment on the same principles applied by the FSD, is required. Where the investment does not meet certain criteria, the Authorised Dealer will refer the matter to the FSD for consideration.

        Should the foreign investment be more than R500 million per calendar year per company, or where the Authorised Dealer refers the matter to the FSD in the circumstances described above, prior approval by the FSD is required and such foreign investments will only be allowed if the investment meets certain criteria including one of national interest, as determined by the FSD. There is no limitation placed on us with regard to the amount of funds that we can transfer from South Africa for an approved foreign investment. The FSD may, however, request us to stagger the capital outflows relating to large foreign investments in order to limit the impact of such outflows on the South African economy and the foreign exchange market.

        The FSD also requires us to provide them with an annual report, which will include the results, of all our foreign subsidiaries.

Investment in South African companies

        Inward investment.    As a general rule, a foreign investor may invest freely in shares in a South African company. Foreign investors may also sell shares in a South African company and transfer the proceeds out of South Africa without restriction. Acquisitions of shares or assets of South African companies by non-South African purchasers are not generally subject to review by the FSD when the consideration is in cash, but may require review by the FSD in certain circumstances, including when the consideration is equity in a non-South African company or when the acquisition is financed by a loan from a South African lender.

        Dividends.    There are no exchange control restrictions on the remittance of dividends declared out of trading profits to non-residents of the CMA. However, residents of the CMA may under no circumstances have dividends paid outside the CMA without specific approval from the FSD.

        Transfer of shares and ADSs.    Under South African exchange control regulations, our shares and ADSs are freely transferable outside South Africa among persons who are not residents of the CMA. Additionally, where shares are sold on the JSE on behalf of our shareholders who are not residents of the CMA, the proceeds of such sales will be freely exchangeable into foreign currency and remittable

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to them. The FSD may also require a review to establish that the shares have been sold at market value and at arm's length. While share certificates held by non-resident shareholders will be endorsed with the words "non-resident", such endorsement will, however, not be applicable to ADSs held by non-resident shareholders.

10.E    Taxation

South African taxation

        The following discussion summarises the South African tax consequences of the ownership and disposition of shares or ADSs by a US holder (as defined below). This summary is based upon current South African tax law and the convention that has been concluded between the governments of the United States and the Republic of South Africa for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital gains, signed on 17 February 1997 (the Treaty). In addition, this summary is based in part upon representations of the Depositary (The Bank of New York Mellon, as Depositary for our ADSs), and assumes that each obligation provided for in, or otherwise contemplated by the Deposit Agreement and any related agreement, will be performed in accordance with its respective terms.

        The summary of the South African tax considerations does not address the tax consequences to a US holder that is resident in South Africa for South African tax purposes or whose holding of shares or ADSs is effectively connected with a permanent establishment in South Africa through which such US holder carries on business activities. It equally does not address the scenario where the US holder is not the beneficial recipient of the dividends or returns or, where the source of the transaction is deemed to be in South Africa, the recipient is not entitled to the full benefits under the Treaty or, in the case of an individual who performs independent person services, who has a fixed base situated in South Africa.

        The statements of law set forth below are subject to any changes (which may be applied retroactively) in South African law or in the interpretation thereof by the South African tax authorities, or in the Treaty, occurring after the date hereof. For the purposes of the Treaty and South African tax law, a US resident that owns Sasol ADSs will be treated as the owner of Sasol shares represented by such ADSs. Holders are strongly urged to consult their own tax advisors as to the consequences under South African, US federal, state and local, and other applicable laws, of the ownership and disposition of shares or ADSs.

Taxation of dividends

        A dividends tax was introduced in South Africa with effect from 1 April 2012. In terms of these provisions, a dividends tax at the rate of 15% is levied on any dividend declared by a company to a shareholder. The liability to pay such dividends tax is on the shareholder, even though the company generally acts as a withholding agent. In the case of listed shares the regulated intermediary (being the Central Securities Depository Participant referred to below) is liable to withhold the dividends tax.

        In the absence of any renegotiation of the Treaty, the tax on the dividends paid to a US holder with respect to shares or ADSs, is limited to 5% of the gross amount of the dividends where a US corporate holder holds directly at least 10% of the voting stock of Sasol. The maximum dividends tax rate will be 15% of the gross amount of the dividends in all other cases.

        The definition of a dividend currently means any amount transferred or applied by a company that is a resident (including Sasol) for the benefit or on behalf of any person in respect of any share in that company, whether that amount is transferred or applied by way of a distribution made by the company, or as consideration for the acquisition of any share in that company. It specifically excludes any amount transferred or applied by the company that results in a reduction of so-called contributed tax capital

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(CTC) or constitutes shares in the company or constitutes an acquisition by the company of its own securities by way of a general repurchase of securities in terms of the JSE Listings Requirements. A distinction is thus made between a general repurchase of securities and a specific repurchase of securities. If the company embarks upon a general repurchase of securities, the proceeds are not deemed to be a dividend whereas, in the case of a specific repurchase of securities where the purchase price is not funded out of CTC, the proceeds are likely to constitute a dividend.

        The concept of CTC effectively means the sum of the stated capital or share capital and share premium of a company that existed on 1 January 2011, excluding any transfers from reserves to the share premium account or stated capital account, plus proceeds from any new issue of shares by a company. Any application of CTC is limited to the holders of a class of shares and specifically that a distribution of CTC attributable to a specific class of shares must be made proportionately to the number of shares held by a shareholder in a specific class of shares. In other words, CTC can only be used proportionately by a company and cannot be applied by a company for the benefit of only one specific shareholder. The CTC of the company cannot therefore also be used in respect of different classes of shares and the CTC of a specific class is ring-fenced.

Taxation of gains on sale or other disposition

        With effect from 1 October 2001, South Africa introduced a tax on capital gains, which only applies to South African residents and to non-residents if the sale is attributable to a permanent establishment of the non-resident or if it relates to an interest in immovable property in South Africa. With effect from 1 October 2007, gains realised on the sale of ordinary shares are automatically deemed to be on capital account, and therefore, subject to capital gains tax, if the ordinary shares have been held for a continuous period of at least three years by the holder thereof. This deeming provision is limited to ordinary shares and does not extend to preference shares or ADSs. The meaning of the word "resident" is different for individuals and corporations and is governed by the South African Income Tax Act of 1962 (the Act) and by the Treaty. In the event of conflict, the Treaty, which contains a tie breaker clause or mechanism to determine residency if a holder is resident in both countries, will prevail. In terms of the Act and the Treaty, a US resident holder of shares or ADSs will not be subject to capital gains tax on the disposal of securities held as capital assets unless the securities are linked to a permanent establishment conducted in South Africa. In contrast, gains on the disposal of securities which are not capital in nature are usually subject to income tax. However, even in the latter case, a US resident holder will not be subject to income tax unless the US resident holder carries on business in South Africa through a permanent establishment. situated therein. In such a case, this gain may be subject to tax in South Africa, but only so much as is attributable generally to that permanent establishment. As indicated above, a different consequence applies to the extent that the shares are repurchased by the company itself. If the shares are repurchased through means of a specific repurchase of securities, the proceeds will be deemed to be a dividend. If the repurchase of shares constitutes a general repurchase of securities, the proceeds will not be deemed to be a dividend.

Securities transfer tax

        With effect from 1 July 2008, a single security transfer tax of 0,25% was introduced and is applicable to all secondary transfers of shares. No securities transfer tax (STT) is payable on the issue of securities, even though it is payable on the redemption of securities. STT is payable in South Africa regardless of whether the transfer is executed within or outside South Africa. A transfer of a dematerialised share can only occur in South Africa.

        A security is also defined as a depository receipt in a company. Accordingly, STT is payable on the transfer of a depository receipt issued by a company. Generally, the central securities depository that has been accepted as a participant in terms of the Financial Markets Act, No. 19 of 2012 (that

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commenced on 3 June 2013) is liable for the payment of the STT, on the basis that the STT is recoverable from the person to whom the security is transferred.

Withholding taxes

        A withholding tax of interest at the rate of 15% has been introduced with effect from 1 March 2015. A withholding tax on service fees at the rate of 15% will be introduced with effect from 1 January 2016.

United States federal income taxation

        The following is a general summary of the material US federal income tax consequences of the ownership and disposition of shares or ADSs to a US holder (as defined below) that holds its shares or ADSs as capital assets. This summary is based on US tax laws, including the Internal Revenue Code of 1986, as amended (the Code), Treasury regulations, rulings, judicial decisions, administrative pronouncements, all as of the date of this annual report, and all of which are subject to change or changes in interpretation, possibly with retroactive effect. In addition, this summary is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement relating to the ADSs and any related agreement will be performed in accordance with its terms.

        This summary does not address all aspects of US federal income taxation that may apply to holders that are subject to special tax rules, including US expatriates, insurance companies, tax-exempt organisations, banks, financial institutions, regulated investment companies, persons subject to the alternative minimum tax or the Medicare tax on net investment income, securities broker-dealers, traders in securities who elect to apply a mark-to-market method of accounting, persons holding their shares or ADSs as part of a straddle, hedging transaction or conversion transaction, persons who acquired their shares or ADSs pursuant to the exercise of employee stock options or similar derivative securities or otherwise as compensation, persons who directly or indirectly hold more than 10% of the total combined voting power of Sasol's shares or persons whose functional currency is not the US dollar. Such holders may be subject to US federal income tax consequences different from those set forth below.

        As used herein, the term "US holder" means a beneficial owner of shares or ADSs that is:

    (a)
    a citizen or individual resident of the US for US federal income tax purposes;

    (b)
    a corporation (or other entity taxable as a corporation for US federal income tax purposes) created or organised in or under the laws of the US, any state thereof or the District of Columbia;

    (c)
    an estate whose income is subject to US federal income taxation regardless of its source; or

    (d)
    a trust if a court within the US can exercise primary supervision over the administration of the trust and one or more US persons are authorised to control all substantial decisions of the trust.

        If a partnership (or other entity or arrangement treated as a partnership for US federal income tax purposes) holds shares or ADSs, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner in a partnership that holds shares or ADSs is urged to consult its own tax advisor regarding the specific tax consequences of the ownership and disposition of the shares or ADSs.

        US holders should consult their own tax advisors regarding the specific South African and US federal, state and local tax consequences of owning and disposing of shares or ADSs in light of their particular circumstances as well as any consequences arising under the laws of any other taxing

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jurisdiction. In particular, US holders are urged to consult their own tax advisors regarding whether they are eligible for benefits under the Treaty.

        For US federal income tax purposes, a US holder of ADSs should be treated as owning the underlying shares represented by those ADSs. The following discussion (except where otherwise expressly noted) applies equally to US holders of shares and US holders of ADSs. Furthermore, deposits or withdrawals of shares by a US holder for ADSs or ADSs for shares will not be subject to US federal income tax.

Taxation of distributions

        Distributions (without reduction of South African withholding taxes, if any) made with respect to shares or ADSs (other than certain pro rata distributions of Sasol's capital stock or rights to subscribe for shares of Sasol's capital stock) are includible in the gross income of a US holder as foreign source dividend income on the date such distributions are received by the US holder, in the case of shares, or by the Depositary, in the case of ADSs, to the extent paid out of Sasol's current or accumulated earnings and profits, if any, as determined for US federal income tax purposes ("earnings and profits"). Any distribution that exceeds Sasol's earnings and profits will be treated first as a nontaxable return of capital to the extent of the US holder's tax basis in the shares or ADSs (thereby reducing a US holder's tax basis in such shares or ADSs) and thereafter as either long-term or short-term capital gain (depending on whether the US holder has held shares or ADSs, as applicable, for more than one year as of the time such distribution is actually or constructively received).

        The amount of any distribution paid in foreign currency, including the amount of any South African withholding tax thereon, will be included in the gross income of a US holder in an amount equal to the US dollar value of the foreign currency calculated by reference to the spot rate in effect on the date the dividend is actually or constructively received by the US holder, in the case of shares, or by the Depositary, in the case of ADSs, regardless of whether the foreign currency is converted into US dollars at such time. If the foreign currency is converted into US dollars on the date of receipt, a US holder of shares generally should not be required to recognise foreign currency gain or loss in respect of the dividend. If the foreign currency received in the distribution is not converted into US dollars on the date of receipt, a US holder of shares will have a basis in the foreign currency equal to its US dollar value on the date of receipt.

        Any gain or loss recognised upon a subsequent conversion or other disposition of the foreign currency will be treated as US source ordinary income or loss. In the case of a US holder of ADSs, the amount of any distribution paid in a foreign currency ordinarily will be converted into US dollars by the Depositary upon its receipt. Accordingly, a US holder of ADSs generally will not be required to recognise foreign currency gain or loss in respect of the distribution. Special rules govern and specific elections are available to accrual method taxpayers to determine the US dollar amount includable in income in the case of taxes withheld in a foreign currency. Accrual basis taxpayers therefore are urged to consult their own tax advisors regarding the requirements and elections applicable in this regard.

        Subject to certain limitations (including a minimum holding period requirement), South African dividend withholding taxes (as discussed above under "Taxation—South African taxation—Taxation of dividends") will be treated as foreign taxes eligible for credit against a US holder's US federal income tax liability. For this purpose, dividends distributed by Sasol with respect to shares or ADSs generally will constitute foreign source "passive category income" for most US holders. The use of foreign tax credits is subject to complex conditions and limitations. In lieu of a credit, a US holder may instead elect to deduct any such foreign income taxes paid or accrued in the taxable year, provided that the US holder elects to deduct (rather than credit) all foreign income taxes paid or accrued for the taxable year. A deduction for foreign taxes is not subject to the same limitations applicable to foreign tax

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credits. US holders are urged to consult their own tax advisors regarding the availability of foreign tax credits.

        Dividends paid by Sasol will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. Certain non-corporate US holders are eligible for preferential rates of US federal income tax in respect of "qualified dividend income". For this purpose, qualified dividend income generally includes dividends paid by a non-US corporation if, among other things, the US holders meet certain minimum holding periods and the non-US corporation satisfies certain requirements, including that either:

    (i)
    the shares or the ADSs with respect to which the dividend has been paid are readily tradable on an established securities market in the United States; or

    (ii)
    the non-US corporation is eligible for the benefits of a comprehensive US income tax treaty (such as the Treaty) which provides for the exchange of information.

        Sasol currently believes that dividends paid with respect to its shares and ADSs should constitute qualified dividend income for US federal income tax purposes (and Sasol anticipates that such dividends will be reported as qualified dividends on Form 1099-DIV delivered to US holders) if Sasol was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a Passive Foreign Investment Company (PFIC) for US federal income tax purposes. In computing foreign tax credit limitations, non-corporate US holders may take into account only a portion of a qualified dividend to reflect the reduced US tax rate applicable to such dividend. Each individual US holder of shares or ADSs is urged to consult his own tax advisor regarding the availability to him of the preferential dividend tax rate in light of his own particular situation and regarding the computations of his foreign tax credit limitations with respect to any qualified dividend income paid by Sasol to him, as applicable.

        The US Treasury has expressed concern that parties to whom ADSs are released may be taking actions that are inconsistent with the claiming of creditability of withholding taxes or the preferential tax rates in respect of qualified dividends by US holders of ADSs. Accordingly, the analysis of the foreign tax credits or availability of qualified dividend treatment could be affected by future actions that may be taken by the US Treasury with respect to ADSs.

Sale, exchange or other taxable disposition of shares or ADSs

        Upon a sale, exchange or other taxable disposition of shares or ADSs, a US holder generally will recognise capital gain or loss for US federal income tax purposes in an amount equal to the difference between the US dollar value of the amount realised on the disposition and the US holder's adjusted tax basis, determined in US dollars, in the shares or ADSs. Such gain or loss generally will be US source gain or loss, and generally will be treated as a long-term capital gain or loss if the holder's holding period in the shares or ADSs exceeds one year at the time of disposition if Sasol was not, at any time during the holder's holding period, a PFIC for US federal income tax purposes. The deductibility of capital losses is subject to significant limitations. If the US holder is an individual, long-term capital gain generally is subject to US federal income tax at preferential rates.

        The tax basis of shares purchased with foreign currency will be the US dollar value of the purchase price on the date of purchase, or the settlement date for the purchase, in the case of shares traded on an established securities market that are purchased by a cash basis US holder (or an accrual basis US holder that so elects). The amount realised on a sale or other disposition of shares for an amount in foreign currency will be the US dollar value of this amount on the date of sale or disposition (in the case of an accrual basis US holder or the date payment is received (in the case of a cash basis US holder). On the settlement date, the US holder will recognise the US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of

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the amount received based in the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of shares traded on an established securities market that are sold by a cash basis US holder (or an accrual basis US holder that so elects), the amount realised will be based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time. If an accrual basis US holder makes an election described above, it must be applied consistently from year to year and cannot be revoked without the consent of the Internal Revenue Service (IRS). If any South African income tax is withheld on the sale, exchange or other taxable disposition of shares or ADSs, the amount realised by a US holder will include the gross amount of the proceeds of that sale, exchange or other taxable disposition before deduction of the South African income tax withheld. Any gain and loss recognised by a US holder in respect of the sale, exchange or other taxable disposition of shares or ADSs generally will be treated as derived from US sources for foreign tax credit purposes. Consequently, in the case of a gain from the disposition of shares or ADSs that is subject to South African income tax (see "Taxation—South African taxation—Taxation of gains on sale or other disposition" above), the US holder may not be able to benefit from the foreign tax credit for that South African income tax (i.e., because the gain from the disposition would be US source), unless the US holder can apply the credit against US federal income tax payable on other income from foreign sources. Alternatively, the US holder may take a deduction for the South African income tax, provided that the US holder elects to deduct all foreign income taxes paid or accrued for the taxable year.

Passive foreign investment company considerations

        Sasol believes that it should not be classified as a PFIC for US federal income tax purposes for the taxable year ended 30 June 2015. US holders are advised, however, that this conclusion is a factual determination that must be made annually and thus may be subject to change. If Sasol were to be classified as a PFIC, the tax on distributions on its shares or ADSs and on any gains realised upon the disposition of its shares or ADSs may be less favourable than as described herein. Furthermore, dividends paid by a PFIC are not "qualified dividend income" and are not eligible for the reduced rates of taxation for certain dividends. In addition, each US person that is a shareholder of a PFIC, may be required to file an annual report disclosing its ownership of shares in a PFIC and certain other information. US holders should consult their own tax advisors regarding the application of the PFIC rules (including applicable reporting requirements) to their ownership of the shares or ADSs.

US information reporting and backup withholding

        Dividend payments made to a holder and proceeds paid from the sale, exchange, or other disposition of shares or ADSs may be subject to information reporting to the IRS. US federal backup withholding generally is imposed on specified payments to persons who fail to furnish required information. Backup withholding will not apply to a holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification, or who is otherwise exempt from backup withholding. US persons who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or applicable substitute form. Non-US holders generally will not be subject to US information reporting or backup withholding. However, these holders may be required to provide certification of non-US status (generally on IRS Form W-8BEN, W-8BEN-E or applicable substitute form) in connection with payments received in the United States or through certain US-related financial intermediaries.

        Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder's US federal income tax liability. A holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

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Additional reporting requirements

        Under recently enacted legislation and Treasury regulations, US holders who are individuals may be required to report to the IRS on Form 8938 information relating to their ownership of shares or ADSs, subject to certain exceptions (including an exception for shares or ADSs held in accounts maintained by certain financial institutions). US holders should consult their tax advisors regarding the effect, if any, of this legislation and these regulations on their obligations to file information reports with respect to the shares or ADSs.

10.F    Dividends and paying agents

        Not applicable.

10.G    Statement by experts

        Not applicable.

10.H    Documents on display

        All reports and other information that we file with the SEC may be obtained, upon written request, from the Bank of New York Mellon, as Depositary for our ADSs at its Corporate Trust office, located at 101 Barclay Street, New York, New York 10286. These reports and other information can also be inspected without charge and copied at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. These reports may also be accessed via the SEC's website (www.sec.gov). Also, certain reports and other information concerning us will be available for inspection at the offices of the NYSE. In addition, all the statutory records of the company and its subsidiaries may be viewed at the registered address of the company in South Africa.

10.I    Subsidiary information

        Not applicable. For a list of our subsidiaries see Exhibit 8.1 to this annual report on Form 20-F.

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ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        As a group, we are exposed to various market risks associated with our underlying assets, liabilities and anticipated transactions. We continuously monitor these exposures and enter into derivative financial instruments to reduce these risks. We do not enter into derivative transactions on a speculative basis. All fair values have been determined using current market pricing models.

        The principal market risks (i.e. the risk of losses arising from adverse movements in market rates and prices) to which we are exposed are:

    foreign exchange rates applicable on conversion of foreign currency transactions as well as on conversion of assets and liabilities to rand;

    commodity prices, mainly crude oil prices; and

    interest rates on debt and cash deposits.

        Refer to Note 64 to "Item 18—Financial statements" for a qualitative and quantitative discussion of the group's exposure to these market risks.

        The following is a breakdown of our debt arrangements and a summary of fixed versus floating interest rate exposures for operations.

Liabilities—notional
  2016   2017   2018   2019   2020   Thereafter   Total  
 
  (Rand in millions)
 

Fixed rate (Rand)

    1 774     918     1 739     2 326     82     1 081     7 920  

Average interest rate

    9,59 %   10,63 %   10,95 %   10,95 %   11,21 %   11,23 %      

Variable rate (Rand)

   
1 108
   
199
   
3 665
   
5 416
   
95
   
470
   
10 953
 

Average interest rate

    6,69 %   6,52 %   6,48 %   6,51 %   8,00 %   7,94 %      

Fixed Rate (US$)

   
80
   
7
   
7
   
8
   
8
   
12 217
   
12 327
 

Average interest rate

    4,50 %   4,53 %   4,53 %   4,53 %   4,53 %   4,53 %      

Variable rate (US$)

   
202
   
15
   
93
   
522
   
702
   
9 402
   
10 936
 

Average interest rate

    2,90 %   2,94 %   2,93 %   2,93 %   2,90 %   2,87 %      

Fixed rate (Euro)

   
42
   
51
   
57
   
18
   
18
   
115
   
301
 

Average interest rate

    2,28 %   2,05 %   1,77 %   1,33 %   1,24 %   1,13 %      

Variable rate (Euro)

   
420
   
   
   
   
   
   
420
 

Average interest rate

    0,83 %                          

Variable rate (Other currencies)

   
62
   
   
   
   
   
   
62
 

Average interest rate

    2,95 %                          

Total

    3 688     1 190     5 561     8 290     905     23 285     42 919  

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ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A    Debt securities

        Not applicable.

12.B    Warrants and rights

        Not applicable.

12.C    Other securities

        Not applicable.

12.D    American depositary shares

12.D.1    Depositary name and address

        Not applicable.

12.D.2    Description of American depositary shares

        Not applicable.

12.D.3    Depositary fees and charges

        The Bank of New York Mellon serves as the depositary for Sasol's American Depositary Shares (ADSs). Sasol's ADSs, each representing one Sasol ordinary share, are traded on the New York Stock Exchange under the symbol "SSL". The ADSs are evidenced by American Depositary Receipts, or ADRs, issued by The Bank of New York Mellon, as Depositary, under the Deposit Agreement (dated as of 14 July 1994, as amended and restated as of 6 March 2003), among The Bank of New York Mellon, Sasol Limited and its registered ADR holders. ADR holders are required to pay the following service fees to the Depositary:

Service
  Fees (USD)

Depositing or substituting the underlying shares

  Up to US$5,00 per 100 ADS

Receiving or distributing dividends

  Up to US$0,02 per ADS

Selling or exercising rights

  Up to US$5,00 per 100 ADS

Withdrawing an underlying security

  Up to US$5,00 per 100 ADS

        In addition, all non-standard out-of-pocket administration and maintenance expenses, including but not limited to, any and all reasonable legal fees and disbursements incurred by the Depositary (including legal opinions, and any fees and expenses incurred by or waived to third-parties) will be paid by the company. Fees and out-of-pocket expenses for the servicing of non-registered ADR holders and for any special service(s) performed by the Depositary will be paid for by the company.

12.D.4    Depositary payments for 2015

        In terms of the Amended and Restated Deposit Letter Agreement dated as of 5 May 2011 (the Letter Agreement), the Depositary will reimburse the company up to US$350 000 for expenses related to the ADR programme including, but not limited to, investor relations expenses and listing fees or any other program related expenses on the anniversary date of the company's listing on the New York Stock Exchange. In the event that the number of American depository shares outstanding increases by 10 million from the number outstanding on the effective date of the Letter Agreement, the reimbursement amount for that year increases by US$100 000. On 29 June 2015, the Depositary reimbursed the company an amount of US$450 000 for expenses relating to the depository receipt facility for the period up to 9 April 2015.

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PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

        Not applicable.

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ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

        Not applicable.

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ITEM 15.    CONTROLS AND PROCEDURES

(a)
Disclosure controls and procedures

        The company's President and Chief Executive Officer and Chief Financial Officer, based on their evaluation of the effectiveness of the group's disclosure controls and procedures (required by paragraph (b) of 17 CFR 240.13a-15) as of the end of the period covered by this annual report of Form 20-F, have concluded that, as of such date, the company's disclosure controls and procedures were effective.

(b)
Management's annual report on internal control over financial reporting

        Management of Sasol is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Under Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess the effectiveness of Sasol's internal control over financial reporting as of the end of each financial year and report, based on that assessment, whether the Company's internal control over financial reporting is effective.

        Sasol's internal control over financial reporting is a process designed under the supervision of the President and Chief Executive Officer and Chief Financial Officer to provide reasonable assurance as to the reliability of Sasol's financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

        Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorisations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

        Management assessed the effectiveness of Sasol's internal control over financial reporting as of 30 June 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) in "Internal Control—Integrated Framework (2013)". Based on this assessment, our management has determined that, as of 30 June 2015, Sasol's internal control over financial reporting was effective.

(c)
The effectiveness of internal control over financial reporting as of 30 June 2015 was audited by PricewaterhouseCoopers Inc., independent registered public accounting firm, as stated in their report on page F-1 of this Form 20-F.

(d)
Changes in internal control over financial reporting

        During the year under review, a change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

        On 1 July 2014, our new operating model, and a simplified and consolidated legal structure, came into effect. The new operating model aligns the components of Sasol—Operating Business Units, Regional Operating Hubs, Strategic Business Units, and Group Functions—according to a single value chain. This change has reduced the number of legal entities from 210 to 165, resulted in a changed

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decision making framework, and reduced the headcount by 7,4% from 33 400 to 30 919. Several processes and procedures were changed as a result of combining certain businesses and control environments, which impacted on our internal controls over financial reporting. We optimised our internal controls over financial reporting to align with the new operating model, simplified legal structure and reduced headcount. The updated processes, procedures and reduced headcount did not have an adverse impact on our internal controls over financial reporting. Additionally, in July 2015, we implemented a consolidated enterprise resource planning system for the South African Chemical Businesses, Supply Chain, Payroll, Global Human Resources and Safety, Health and Environment business processes to further enable this change. None of these changes were in response to any identified deficiency or weakness in our internal control over financial reporting.

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Item 16.A    AUDIT COMMITTEE FINANCIAL EXPERT

        Mr. Colin Beggs, an independent member of the audit committee and its chairman since 1 January 2011, was determined by our board to be the audit committee's financial expert within the meaning of the Sarbanes-Oxley Act, in accordance with the Rules of the NYSE and the SEC.

Item 16.B    CODE OF ETHICS

        Sasol has, with effect from 1 July 2015, adopted a revised code of ethics that applies to all of our directors, officers and employees, including the President and Chief Executive Officer, Chief Financial Officer and the Senior Vice President: Financial Control Services. Our revised code of ethics consists of the same four fundamental ethical principles—responsibility, honesty, fairness and respect contained in the initial code. The revised code is an unabridged code of ethics providing a high level view of the full policy. This revised code provides details on 31 (as opposed to 15 previously) ethical standards. These ethical standards have always covered issues such as bribery and corruption, fraud, insider trading, legal compliance, conflicts of interests, human rights and discrimination with matters such as local communities and personal privacy now added. The code includes a commitment to conducting our business with due regard to the interests of all our stakeholders and the environment. The code embodies a requirement of compliance with all applicable laws and regulations as a minimum standard.

        Employee performance compared against our values, which incorporate the code of ethics, is assessed as part of our performance appraisal system. Any amendment or waiver of the code as it relates to our President and Chief Executive Officer or Chief Financial Officer will be posted on our website within five business days following such amendment or waiver. No such amendments or waivers are anticipated.

        The original code of ethics has been communicated to employees, suppliers, service providers and customers. The revised code is being rolled out to employees, service providers and customers. In July 2015 we also commenced the implementation of a code of ethics for suppliers.

        The code is available on our internet and intranet websites. Our ethics website address is http://www.sasol.com/sustainability/ethics. This website is not incorporated by reference in this annual report.

        We have been operating an independent ethics reporting telephone line through external advisors since 2002. This confidential and anonymous ethics hotline provides an impartial facility for all stakeholders to report deviations from ethical behaviour, including fraud and unsafe behaviour or environment. These calls are monitored and the progress on their resolution is reported to the audit committee and the nomination, governance, social and ethics committee on a regular basis. We view the following hotlines as an essential mechanism for maintaining the highest levels of ethical behaviour: South Africa: 0800016017; Canada: 18554218968; China: 4001203284; Germany: 08001825967; Italy: 800786522; Singapore: 1800-2163302; United Kingdom: 08000324498; United States of America: 18004891727.

        The ethics hotline continues to be well utilised and 476 calls were received whereas 483 calls were investigated and resolved during 2015, reducing the total number of open calls from 126 to 121. The 476 calls represent an 18% decrease in calls received through the EthicsLine from the previous year. This can be attributed mainly to continued management actions, to make people aware of the correct use of the EthicsLine. Our code of ethics guides our interactions with all government representatives. Our policy prohibits contributions to political parties or government officials since they may be interpreted as an inducement for future beneficial treatment, and as interference in the democratic process.

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Item 16.C    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        The following table sets forth the aggregate audit and audit-related fees, tax fees and all other fees billed by our principal accountants (PricewaterhouseCoopers Inc.) for each of the 2015 and 2014 years:

 
  Audit fees   Audit-related
fees
  Tax fees   All other
fees
  Total  
 
  (Rand in millions)
 

2015(1)

    85     1             86  

2014(1)

    74     1     1         76  

(1)
In respect of our audit committee approval process, all non-audit and audit fees paid to PricewaterhouseCoopers Inc. have been pre-approved by the audit committee.

        Audit fees consist of fees billed for the annual audit of the company's consolidated financial statements, review of the group's internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act and the audit of statutory financial statements of the company's subsidiaries, including fees billed for assurance and related services that are reasonably related to the performance of the audit or reviews of the company's financial statements that are services that only an external auditor can reasonably provide.

        Audit-related fees consist of the review of documents filed with regulatory authorities, consultations concerning financial accounting and reporting standards, review of security controls and operational effectiveness of systems, due diligence related to acquisitions and employee benefit plan audits.

        Tax fees include fees billed for tax compliance services, including assistance in the preparation of original and amended tax returns; tax consultations, such as assistance in connection with tax audits and appeals; tax advice relating to acquisitions, transfer pricing, and requests for rulings or technical advice from tax authorities; and tax planning services and expatriate tax compliance, consultation and planning services.

        All other fees consist of fees billed which are not included under audit fees, audit related fees or tax fees.

Audit committee approval policy

        In accordance with our audit committee pre-approval policy, all audit and non-audit services performed for us by our independent accountants were approved by the audit committee of our board of directors, which concluded that the provision of such services by the independent accountants was compatible with the maintenance of that firm's independence in the conduct of its auditing functions.

        In terms of our policy, non-audit services not exceeding R500 000 that fall into the categories set out in the pre-approval policy, do not require pre-approval by the audit committee, but are pre-approved by the chief financial officer. The audit committee is notified of each such service at its first meeting following the rendering of such service. All non-audit services exceeding R500 000 but not exceeding R2 million, are pre-approved by the audit committee chairman, and the audit committee is notified at the first meeting following the granting of such approval. Fees in respect of non-audit services exceeding R2 million, require pre-approval by the audit committee, prior to engagement.

        The total aggregate amount of non-audit fees in any one financial year must be less than 20% of the total audit fees for Sasol's annual audit engagement, unless otherwise directed by the audit committee. In addition, services to be provided by the independent accountants that are not within the category of approved services must be approved by the audit committee prior to engagement, regardless of the service being requested and the amount, but subject to the restriction above.

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        Requests or applications for services that require specific separate approval by the audit committee are required to be submitted to the audit committee by both management and the independent accountants, and must include a detailed description of the services to be provided and a joint statement confirming that the provision of the proposed services does not impair the independence of the independent accountants.

        No work was performed by persons other than the principal accountant's employees on the principal accountant's engagement to audit Sasol Limited's financial statements for 2015.

Item 16.D    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

        Not applicable.

Item 16.E    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Period
  Total number
of shares
repurchased
  Average
price paid
per share
  Shares cancelled
under the share
repurchase
programme
  Total number
of shares
purchased
as part of
publicly
announced
programmes
  Maximum
number of
shares that
may yet be
purchased
under the
programmes(1)
 

For the year ended 30 June 2015

                               

Balance at 30 June 2014

    40 309 886         (31 500 000 )   8 809 886     56 163 615  

2014-07-01 to 2014-07-31

                    56 163 615  

2014-08-01 to 2014-08-31

                    56 163 615  

2014-09-01 to 2014-09-30

                    56 163 615  

2014-10-01 to 2014-10-31

                    56 163 615  

2014-11-01 to 2014-11-30

                    56 268 816  

2014-12-01 to 2014-12-31

                    56 268 816  

2015-01-01 to 2015-01-31

                    56 268 816  

2015-02-01 to 2015-02-29

                    56 268 816  

2015-03-01 to 2015-03-31

                    56 268 816  

2015-04-01 to 2015-04-30

                    56 268 816  

2015-05-01 to 2015-05-31

                    56 268 816  

2015-06-01 to 2015-06-30

                    56 268 816  

2015-07-01 to 2015-07-31

                    56 268 816  

2015-08-01 to 2015-08-31

                    56 268 816  

2015-09-01 to 2015-09-18

                    56 268 816  

    40 309 886           (31 500 000 )   8 809 886        

(1)
Approval is obtained annually at the annual general meeting for a new maximum number of shares to be repurchased.
    a.
    At our annual general meeting held on 21 November 2014, shareholders granted the authority to the directors to approve the repurchase by the company of its issued securities up to 10% of each of Sasol's ordinary shares and Sasol BEE ordinary shares. The company's issued ordinary shares as at 21 November 2014, was 650 787 016 (22 November 2013—649 796 916). No shares were repurchased in terms of this authority.

    b.
    The repurchase is limited to a maximum of 10% of the company's securities in the applicable class at the time the authority was granted and no acquisition may be made at a price more

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      than 10% above the weighted average of the market value of the securities for the five business days immediately preceding the date of such acquisition.

    c.
    In terms of the JSE Limited Listings Requirements and the terms of the resolution, the general authority granted to the directors by shareholders on 21 November 2014 to acquire the company's issued securities will not exceed 15 months from the date of the resolution and will be valid only until the company's next annual general meeting, which is scheduled for 4 December 2015.

    d.
    The authority granted by shareholders on 22 November 2013, was replaced by a new authority from shareholders on 21 November 2014 to repurchase securities which excluded only the Sasol preferred ordinary shares. The maximum number of Sasol ordinary shares that could be repurchased between 22 November 2013 and 21 November 2014 amounts to 64 979 691.

    e.
    No programme was terminated prior to the expiration date. All programmes previously approved by shareholders expire at the next annual general meeting.

Item 16.F    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

        Not applicable.

Item 16.G    Corporate Governance

        Sasol maintains a primary listing of its ordinary shares and Sasol BEE ordinary shares on the Johannesburg Stock Exchange operated by the JSE Limited (JSE) and a listing of American Depositary Shares on the New York Stock Exchange (NYSE). Accordingly, the company is subject to the on-going disclosure, corporate governance and other requirements imposed by legislation in both jurisdictions, the JSE, the United States Securities and Exchange Commission (SEC) and the NYSE. We have implemented controls to provide reasonable assurance of our compliance with all relevant requirements in respect of our listings. These include the South African Companies Act, 71 of 2008, (the Companies Act), the South African Financial Markets Act, 19 of 2012, the JSE Listings Requirements, and the SEC, the NYSE and US legislation such as the Sarbanes-Oxley Act of 2002 (SOX), insofar as it applies to foreign companies listed on the NYSE. We apply all 75 principles of the King III Code of Governance for South Africa (King III Code). In a few areas we are of the view that, while we are applying the recommended practice, additional enhancements can be adopted over time in line with our objective to continuously improve our corporate governance practices. A comprehensive statement outlining our application of each of the 75 principles is available on our website at www.sasol.com. This website is not incorporated by reference in this annual report.

        We have compared our corporate governance practices to those for domestic US companies listed on the NYSE and confirm that we comply substantially with such NYSE corporate governance standards and there were no significant differences at 30 June 2015.

        Refer to our corporate governance report filed as Exhibit 99.2 for details of our corporate governance practices.

Item 16.H    Mine Safety Disclosure

        Not applicable.

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PART III

ITEM 17.    FINANCIAL STATEMENTS

        Sasol is furnishing financial statements pursuant to the instructions of Item 18 of Form 20-F.

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Item 18.    FINANCIAL STATEMENTS

        The following consolidated financial statements, together with the auditors' report of PricewaterhouseCoopers Inc. (PwC) and KPMG Inc. are filed as part of this annual report on Form 20-F:

Index to Consolidated Financial Statements for the years ended 30 June 2015, 2014 and 2013

*
Refer to our consolidated annual financial statements filed as Exhibit 99.1 which have been incorporated by reference.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Sasol Limited

        In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of income, comprehensive income, changes in equity and cash flows present fairly, in all material respects, the financial position of Sasol Limited and its subsidiaries at 30 June 2015 and 30 June 2014, and the results of their operations and their cash flows for each of the two years in the period ended 30 June 2015 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 30 June 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

        We also have audited the adjustments to the 2013 financial statements to retrospectively apply the change in reportable segments, as described in Note 1.2. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2013 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2013 financial statements taken as a whole.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers Inc.

Johannesburg, Republic of South Africa

9 October 2015

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Sasol Limited

        We have audited, before the effects of the adjustments to restrospectively restate the disclosures for reportable segments as described in Note 1, the accompanying consolidated income statement, and consolidated statements of comprehensive income, changes in equity and cash flows of Sasol Limited and its subsidiaries for the year ended 30 June 2013 (the "2013 consolidated financial statements"). The 2013 consolidated financial statements before the effects of the adjustments discussed in Note 1 are not presented herein. The 2013 consolidated financial statements are the responsibility of Sasol Limited management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the 2013 consolidated financial statements, before the effects of the adjustments to retrospectively restate the disclosures for reportable segments described in Note 1, present fairly, in all material respects, the results of operations and cash flows of Sasol Limited and its subsidiaries for the year ended 30 June 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

        We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively restate the disclosures for reportable segments as described in Note 1 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by PricewaterhouseCoopers Inc.

/s/ KPMG Inc.

Registered Auditors
Johannesburg, South Africa

        9 October 2013 (except for the adjustments relating to the change to the method of accounting for consolidations and joint arrangements, as well as updating changes in disclosures in respect of interests in other entities, which were as of 5 September 2014)

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SUPPLEMENTAL OIL AND GAS INFORMATION (unaudited)

        In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 932, "Extractive Industries—Oil and Gas", and regulations of the US Securities and Exchange Commission (SEC), this section provides supplemental information about natural oil and gas exploration and production operations that are managed by Exploration and Production International (E&PI). Supplemental information is also provided about our coal mining operations and the conversion of coal reserves to synthetic oil, as managed by Mining and Sasol Secunda Operations, respectively.

        Tables 1 through to 3 provide historical information pertaining to costs incurred for property acquisitions, exploration and development; capitalised costs and results of operations. Tables 4 through to 6 present information on the estimated net proved reserve quantities; standardised measure of estimated discounted future net cash flows related to proved reserves and changes therein.

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TABLE 1—COSTS INCURRED FOR PROPERTY ACQUISITION, EXPLORATION, AND DEVELOPMENT ACTIVITIES

        The table below provides the costs incurred during the year in oil and gas property acquisition, exploration and development activities, whether capitalised or charged to income currently.

 
  Synthetic
oil
  Natural oil and gas  
 
  South
Africa
  Mozambique   Canada   Other
Areas(1)
 
 
  (Rand in millions)
 

Year ended 30 June 2013

                         

Acquisition of proved properties

    141,0              

Exploration

    30,0     629,7         187,9  

Development

    4 950,1     79,0     3 176,6     341,5  

Total costs incurred

    5 121,1     708,7     3 176,6     529,4  

Year ended 30 June 2014

                         

Acquisition of proved properties

    561,0              

Exploration

    85,5     304,9     560,0     297,0  

Development

    6 265,5     460,5     2 595,1     512,5  

Total costs incurred

    6 912,0     765,4     3 155,1     809,5  

Year ended 30 June 2015

                         

Acquisition of proved properties

    174,4             120,7  

Exploration

    148,0     550,8         248,9  

Development

    4 729,7     636,5     2 923,9     857,7  

Total costs incurred

    5 052,1     1 187,3     2 923,9     1 227,3  

(1)
In 2015, other areas comprises: Gabon, Australia, Nigeria and South Africa. In 2013 and 2014 other areas also included licences in which we no longer have any interests.

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TABLE 2—CAPITALISED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES

        The table below summarises the aggregate amount of property, plant and equipment and intangible assets relating to oil and gas exploration and production activities, and the aggregate amount of the related depreciation and amortisation.

 
  Synthetic
Oil
  Natural Oil and Gas  
 
  South
Africa
  Mozambique   Canada   Other
areas(1)
 
 
  (Rand in millions)
 

Year ended 30 June 2013

                         

Proved properties

    57 026,1     5 948,6     14 266,8     2 380,5  

Producing wells and equipment

    54 332,1     5 721,2     11 528,8     2 023,0  

Non-producing wells and equipment

    2 694,0     227,4     2 738,0     357,5  

Unproved properties

        1 271,1     3 929,5     607,2  

Capitalised costs

    57 026,1     7 219,7     18 196,3     2 987,7  

Accumulated depreciation

    (16 919,6 )   (1 671,6 )   (4 365,1 )   (1 637,6 )

Net book value

    40 106,5     5 548,1     13 831,2     1 350,1  

Year ended 30 June 2014

                         

Proved properties

    68 636,9     6 717,3     16 447,2     3 221,6  

Producing wells and equipment

    63 279,9     6 013,8     15 660,8     2 395,6  

Non-producing wells and equipment

    5 357,0     703,5     786,4     826,0  

Unproved properties

        1 360,6     3 726,6     501,4  

Capitalised costs

    68 636,9     8 077,9     20 173,8     3 723,0  

Accumulated depreciation

    (19 699,6 )   (2 081,6 )   (9 486,3 )   (2 055,7 )

Net book value

    48 937,3     5 996,3     10 687,5     1 667,3  

Year ended 30 June 2015

                         

Proved properties

    78 711,2     8 135,5     20 171,9     3 836,5  

Producing wells and equipment

    71 191,5     6 672,5     19 086,0     3 325,0  

Non-producing wells and equipment

    7 519,7     1 463,0     1 085,9     511,5  

Unproved properties

        1 882,6     1 278,8     216,3  

Capitalised costs

    78 711,2     10 018,1     21 450,7     4 052,8  

Accumulated depreciation

    (22 853,3 )   (2 648,1 )   (10 870,8 )   (2 875,7 )

Net book value

    55 857,9     7 370,0     10 579,9     1 177,1  

(1)
In 2015, other areas comprises: Gabon, Australia and Nigeria. In 2013 and 2014 other areas also included licences in which we no longer have any interests.

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TABLE 3—RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES

        The results of operations for oil and gas producing activities are summarised in the table below.

 
  Synthetic
oil
  Natural oil and gas  
 
  South
Africa
  Mozambique   Canada   Other
areas(1)
 
 
  (Rand in millions)
 

Year ended 30 June 2013

                         

Sales to unaffiliated parties

        352,7     599,6     1 224,8  

Transfers to affiliated parties

    49 789,0     1 456,8          

Total revenues

    49 789,0     1 809,5     599,6     1 224,8  

Production costs

    (15 280,4 )   (332,4 )   (292,0 )   (341,1 )

Foreign currency translation losses

    (42,3 )   (283,6 )   (0,5 )   (1,5 )

Exploration expenses

    (30,9 )   (789,7 )       (122,9 )

Valuation provision

        (14,5 )        

Depreciation

    (3 378,4 )   (333,8 )   (1 988,2 )   (179,7 )

Operating profit / (loss)

    31 057,0     55,5     (1 681,1 )   579,6  

Tax

    (8 595,5 )   (379,2 )       (335,6 )

Results of operations

    22 461,5     (323,7 )   (1 681,1 )   244,0  

Year ended 30 June 2014

                         

Sales to unaffiliated parties

        461,6     860,4     1 667,7  

Transfers to affiliated parties

    59 912,7     2 218,5          

Total revenues

    59 912,7     2 680,1     860,4     1 667,7  

Production costs

    (19 250,0 )   (533,9 )   (454,4 )   (478,7 )

Foreign currency translation gains / (losses)

    1,5     (126,0 )   0,1     (11,0 )

Exploration expenses

    (47,5 )   (115,1 )       (259,4 )

Valuation provision

        (36,0 )   (5 308,6 )   (95,2 )

Depreciation

    (4 253,2 )   (411,4 )   (1 946,6 )   (286,5 )

Operating profit/(loss)

    36 363,5     1 457,7     (6 849,1 )   536,9  

Tax

    (10 879,2 )   (542,7 )       (321,3 )

Results of operations

    25 484,3     915,0     (6 849,1 )   215,6  

Year ended 30 June 2015

                         

Sales to unaffiliated parties

        392,4     695,5     954,9  

Transfers to affiliated parties

    45 709,4     3 129,2          

Total revenues

    45 709,4     3 521,6     695,5     954,9  

Production costs

    (14 543,2 )   (1 102,1 )   (161,8 )   (493,5 )

Foreign currency translation losses

    (11,1 )   (402,0 )       (9,4 )

Exploration expenses

    (45,0 )   (21,7 )       (189,7 )

Valuation provision

            (1 295,6 )   (1 330,7 )

Farm-down losses

                (502,9 )

Depreciation

    (4 511,8 )   (569,3 )   (1 604,2 )   (259,7 )

Operating profit/(loss)

    26 598,3     1 426,5     (2 366,1 )   (1 831,0 )

Tax

    (6 954,4 )   (746,4 )       356,8  

Results of operations

    19 643,9     680,1     (2 366,1 )   (1 474,2 )

(1)
Other areas comprises: Gabon, Australia, Nigeria, Botswana, Papua New Guinea and South Africa.

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    Proved Reserves

        The table below summarises the proved developed and proved undeveloped reserves of synthetic oil and natural oil and gas, as at 30 June 2015, for the last three years. As at 30 June 2015, the total proved reserve estimate for synthetic oil is 1 042,5 million barrels, and for natural oil and gas is 253,8 million barrels in oil equivalent terms


TABLE 4—PROVED RESERVE QUANTITY INFORMATION

 
  Synthetic
oil
  Crude oil and condensate   Natural gas   Synthetic
oil
   
    
 
 
  South
Africa
  Mozambique   Canada   Other
areas(1)
  Total   Mozambique   Canada   Total   South
Africa
  Mozambique   Canada   Other
areas(1)
  Total  
 
  Millions of barrels
  Billions of cubic feet
   
  Equivalent, Millions of barrels
 

Proved developed and undeveloped reserves

                                                       

Balance at 30 June 2012

   
776,3
   
3,6
   
0,2
   
4,0
   
7,8
   
1 451,1
   
55,2
   
1 506,3
   
776,3
   
245,4
   
9,4
   
4,0
   
1 035,1
 

Revisions

    (13,3 )   (0,1 )       0,6     0,5     (24,0 )   6,4     (17,6 )   (13,3 )   (4,1 )   1,1     0,6     (15,7 )

Improved recovery

        0,1         1,0     1,1     64,2     8,6     72,8         10,8     1,5     1,0     13,3  

Commercial arrangements

        1,2             1,2     122,5         122,5         21,6             21,6  

Production

    (49,7 )   (0,3 )       (1,3 )   (1,6 )   (94,6 )   (22,3 )   (116,9 )   (49,7 )   (16,1 )   (3,8 )   (1,3 )   (71,1 )

Balance at 30 June 2013

    713,3     4,5     0,2     4,3     9,0     1 519,2     47,9     1 567,1     713,3     257,6     8,2     4,3     983,4  

Revisions

    19,1     (0,2 )       1,2     1,0     (25,7 )   21,8     (3,9 )   19,1     (4,4 )   3,6     1,2     19,5  

Improved recovery

            0,1     0,1     0,2         24,1     24,1             4,1     0,1     4,2  

Production

    (51,7 )   (0,2 )   (0,1 )   (1,4 )   (1,7 )   (105,1 )   (21,3 )   (126,4 )   (51,7 )   (17,7 )   (3,6 )   (1,4 )   (74,4 )

Balance at 30 June 2014

    680,7     4,1     0,2     4,2     8,5     1 388,4     72,5     1 460,9     680,7     235,5     12,3     4,2     932,7  

Revisions

    413,6     0,0     0,1     (1,3 )   (1,2 )   (82,8 )   33,3     (49,5 )   413,6     (13,8 )   5,6     (1,3 )   404,1  

Recovery/ (loss)

        0,6     0,2     (0,5 )   0,3     174,7     32,8     207,5         29,7     5,7     (0,5 )   34,9  

Production

    (51,8 )   (0,3 )   (0,2 )   (1,3 )   (1,8 )   (109,2 )   (21,8 )   (131,0 )   (51,8 )   (18,5 )   (3,8 )   (1,3 )   (75,4 )

Balance at 30 June 2015

    1 042,5     4,4     0,3     1,1     5,8     1 371,1     116,8     1 487,9     1 042,5     232,9     19,8     1,1     1 296,3  

Proved developed reserves

                                                                               

At 30 June 2013

    592,6     1,7     0,2     2,0     3,9     680,5     47,9     728,4     592,6     115,1     8,2     2,0     717,9  

At 30 June 2014

    680,7     1,4     0,2     1,9     3,5     591,7     72,5     664,2     680,7     100,0     12,3     1,9     794,9  

At 30 June 2015

    1 042,5     1,1     0,3     1,1     2,5     386,8     103,7     490,5     1 042,5     65,5     17,6     1,1     1 126,7  

Proved undeveloped reserves

                                                                               

At 30 June 2013

    120,7     2,8         2,3     5,1     838,7         838,7     120,7     142,5         2,3     265,5  

At 30 June 2014

        2,7         2,3     5,0     796,7         796,7         135,5         2,3     137,8  

At 30 June 2015

        3,3     0,0         3,3     984,3     13,1     997,4         167,4     2,2         169,6  

(1)
Other areas comprises: Gabon.

    Natural Oil and Gas

        The table above presents the proved reserves of natural oil and gas for the producing assets as at 30 June 2015.

    Mozambique Proved Reserves

        Our Mozambique proved reserves are contained in the Pande-Temane PPA licence. These represent the net economic interest volumes that are attributable to Sasol after the deduction of

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production tax. Gas reserves are limited by take or pay quantities defined in the existing gas sales agreements for the remainder of the terms of the contracts.

    Canada Proved Reserves

        Our Canada proved reserves are contained in the unconventional (shale/ tight gas) Farrell Creek and Cypress A fields in our Montney asset. Full development of the asset will require around 3 000 wells, of which only some 5% have been drilled and completed to date. In view of the low natural gas price in Western Canada and North America, the extensive remaining development plan has slowed to adjust to market conditions.

        Reserves are presently limited to those volumes of gas and condensate attributable to Sasol that are forecast to be produced from existing wells together with small volumes to be recovered from seven wells which have been drilled but yet to be completed. Although these completions (associated Net Proved Reserves of 13,1 Bscf) are assessed to have a negative present value they generate a positive cash flow and the Progress Sasol Montney Partnership (PSMP) is committed to carry them out and have provided funds in the current work programme and budget.

    Gabon Proved Reserves

        Our Gabon proved reserves are contained in the Etame Marin Permit asset. These represent the net economic interest volumes attributable to Sasol after application of the terms of the Exploration and Production Sharing Contract. There has been a downward revision of Proved Reserves in Gabon during 2015 as a result of the reduction in oil price and also the occurrence of elevated levels of H2S in a number of wells.

    Changes to Proved Reserves

        The table above presents the proved reserves of natural oil and gas for the producing assets over the years shown and identifies the reasons for the changes in the estimates.

    Proved undeveloped reserves converted to Proved developed reserves

        There were no proved undeveloped reserves converted to proved developed reserves in the Mozambique Pande-Temane PPA asset during 2015.

        Proved developed reserves were added in Canada (19,7 Bscf) through the continued drilling programme in Farrell Creek and Cypress A, which were not disclosed as proved undeveloped reserves last year. Net capital expenditure to Sasol was R 2 587 million for well and pad preparation, drilling and completion activities and R 62 million for associated infrastructure. The actual spending incurred by Sasol is affected by the capital carry obligations that form part of the consideration for Sasol's acquisition of its interest in the asset.

        Proved developed reserves were added in Gabon (0,3 MMbbl) through the drilling of the Etame Marin Permit ET-10H and ET-12H wells, which were disclosed as proved undeveloped reserves last year. Although ET-8H was drilled as planned it did not contribute to Proved Developed Reserves as it is presently shut in due to elevated H2S. Net capital expenditure to Sasol in 2015 for these three wells was R 306,9 million.

    Proved undeveloped reserves remaining undeveloped

        A significant volume of proved undeveloped natural gas reserves (presently estimated to be 980 Bscf) has remained undeveloped in the Mozambique Pande-Temane PPA asset for the last nine years. The total proved volume (developed plus undeveloped) represents gas that will be recovered as

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part of the approved field development plan and which is required to satisfy existing gas sales agreements.

        In order to optimise timing of capital expenditures required to convert undeveloped reserves to developed reserves, E&PI regularly studies production performance from the two fields and reviews its plan for installation of additional compression and wells. The first phase of a project to lower the inlet pressure at the facility is nearing completion and it is expected that this will result in the conversion of a large proportion of currently undeveloped reserves to developed during 2016. Further phases of additional compression are planned in the next five years but the current estimate is that infill wells will not be required before 2024.

        In Farrell Creek and Cypress A proved undeveloped natural gas reserves consist of small volumes to be recovered from seven wells which have been drilled but yet to be completed. These completions will be performed during 2016 as part of the current work programme and budget.

        At 30 June 2015, there were no proved undeveloped reserves in the Etame Marin Permit.

    Natural Oil and Gas Reserves Definitions

        The definitions of categories of Reserves used in this disclosure for natural oil and gas are consistent with those set forth in the regulations of the Securities and Exchange Commission:

        Proved Reserves of oil and gas—Those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be recoverable commercially and be economically producible—from a given date forward, from known reservoirs under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract hydrocarbons must be approved and must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. Additionally Sasol requires that natural oil and gas Reserves will be produced by a "project sanctioned by all internal and external parties".

        Existing economic conditions define prices and costs at which economic producibility is to be determined. The price is the average sales price during the 12-month period prior to the ending date of the period covered by the report, determined as an un-weighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements. Future price changes are limited to those provided by contractual arrangements in existence at year-end. At the reporting date, product sales prices were determined by existing contracts for the majority of Sasol's natural oil and gas reserves. Costs comprise development and production expenditure, assessed in real terms, applicable to the reserves class being estimated.

        Depending upon the status of development Proved Reserves of oil and gas are subdivided into "Proved Developed Reserves" and "Proved Undeveloped Reserves".

        Proved Developed Reserves—Those Proved Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods (or in which the cost of the required equipment is relatively minor compared to the cost of a new well) and through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

        Proved Undeveloped Reserves—Those Proved Reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required before production can commence.

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    Definitions of Changes to Proved Reserves

        The definitions of the changes to Proved Reserves estimates used in this disclosure are consistent with FASB Accounting Standards C 932-235-50-5. Also included, where material, are changes resulting from Commercial Arrangements or Operational Factors as defined below.

        Commercial Arrangements—The Reserves change category used to describe changes in reserves estimates resulting from new or amendments to existing petroleum licensing agreements (granting instrument); venture operating agreements, unit and pre-unit agreements; transportation, processing and operating services agreements; product sale or supply agreements; lifting and off-take agreements.

        Operational Factors—The Reserves change category used to describe changes in reserves estimates resulting from a change in production operations or maintenance philosophies and practices that change the cost of operations.

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TABLE 5—STANDARDISED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
RELATING TO PROVED RESERVES

 
  Synthetic
oil
  Natural oil and gas  
 
  South
Africa
  Mozambique(1)   Canada   Other
areas(2)
 

Year ended 30 June 2013

                         

Future cash inflows

    677 102,2     49 700,5     1 395,5     5 191,2  

Future production costs

    (245 124,9 )   (5 704,2 )   (1 983,3 )   (2 495,1 )

Future development costs

    (95 765,2 )   (5 086,8 )   (1 036,4 )   (1 937,4 )

Future income taxes

    (103 956,0 )   (12 772,0 )       (523,8 )

Undiscounted future net cash flows

    232 256,1     26 137,5     (1 624,2 )   234,9  

10% annual discount for timing of estimated cash flows

    (111 338,9 )   (12 971,5 )   560,6     (50,4 )

Standardised measure of discounted future net cash flows

    120 917,2     13 166,0     (1 063,6 )   184,5  

Year ended 30 June 2014

                         

Future cash inflows

    767 028,1     50 748,4     3 172,9     5 188,9  

Future production costs

    (245 502,2 )   (6 446,9 )   (3 220,5 )   (2 498,5 )

Future development costs

    (98 658,3 )   (6 705,0 )   (1 384,5 )   (1 507,8 )

Future income taxes

    (124 676,7 )   (12 498,0 )       (690,9 )

Undiscounted future net cash flows

    298 190,9     25 098,6     (1 432,1 )   491,7  

10% annual discount for timing of estimated cash flows

    (135 347,7 )   (11 597,5 )   1 031,6     (31,3 )

Standardised measure of discounted future net cash Flows

    162 843,2     13 501,1     (400,5 )   460,4  

Year ended 30 June 2015

                         

Future cash inflows

    906 161,1     48 356,0     3 908,1     1 006,0  

Future production costs

    (346 619,9 )   (7 879,1 )   (3 122,6 )   (1 139,5 )

Future development costs

    (243 862,4 )   (6 825,3 )   (1 830,4 )   (927,9 )

Future income taxes

    (96 474,1 )   (11 060,1 )       (100,4 )

Undiscounted future net cash flows

    219 204,7     22 591,5     (1 044,9 )   (1 161,8 )

10% annual discount for timing of estimated cash flows

    (121 247,6 )   (9 941,5 )   882,9     229,2  

Standardised measure of discounted future net cash flows

    97 957,1     12 650,0     (162,0 )   (932,6 )

(1)
Mozambique values have been recalculated for 2014.

(2)
Other areas comprises of Gabon.

        The standardised measure of discounted future net cash flows, relating to the Proved Reserves in the table above, are calculated in accordance with the requirements of FASB ASC Section 932-235.

        Future cash inflows are computed by applying the prices used in estimating Proved Reserves to the year-end quantities of those Reserves (see the Information on natural oil and gas reserves above). Future development and production costs are computed by applying the costs used in estimating Proved Reserves.

        Future income taxes are computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pre-tax net cash flows relating to the

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Reserves, less the tax basis of the properties involved. The future income tax expenses therefore give effect to the tax deductions, tax credits and allowances relating to the Reserves.

        Discounted future net cash flows are the result of subtracting future development and production costs and future income taxes from the cash inflows. A discount rate of 10 percent a year is applied to reflect the timing of the future net cash flows relating to the Reserves.

        The information provided here does not represent management's estimate of the expected future cash flows or value of the properties. Estimates of Reserves are imprecise and will change over time as new information becomes available. Moreover probable and possible Reserves along with other classes of resources, which may become Proved Reserves in the future, are excluded from the calculations. The valuation prescribed under FASB ASC Section 932 requires assumptions as to the timing and amount of future development and production costs. The calculations are made as of 30 June each year and should not be relied upon as an indication of the companies' future cash flows or value of synthetic oil and natural oil and gas Reserves.

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TABLE 6—CHANGES IN THE STANDARDISED MEASURE OF DISCOUNTED NET CASH FLOWS

 
   
  Synthetic
oil
   
  Natural oil and gas    
 
   
  South
Africa
   
  Mozambique(1)    
  Canada    
  Other
areas(2)
   
 
   
  (Rand in millions)
   

Present value at 30 June 2012

        109 156,8         11 138,3         262,6         931,4    

Net changes for the year

        11 760,4         2 027,7         (1 326,2 )       (746,8 )  

Sales and transfers of oil and gas produced net of production costs

        (34 508,6 )       (1 661,9 )       105,1         (1 123,6 )  

Development costs incurred

        9 786,3         100,8         3 401,6         370,3    

Net change due to current reserves estimates from:

                                           

Improved recovery

                472,8         179,8         618,2    

Commercial arrangements

                2 226,0                    

Revisions

        (584,5 )       (703,3 )       (151,0 )       572,1    

Net changes in prices and costs related to future production

        (20 448,8 )       (311,2 )       (918,7 )       (549,4 )  

Changes in estimated future development costs

        392,0         (1 170,7 )       (4 023,4 )       (1 347,6 )  

Accretion of discount

        10 038,8         1 595,7         26,3         160,8    

Net change in income tax

        (5 113,7 )       (1 223,0 )               280,1    

Net change due to exchange rate

        52 198,9         2 702,5         54,1         272,3    

Present value at 30 June 2013

        120 917,2         13 166,0         (1 063,6 )       184,6    

Net changes for the year

        41 925,9         335,1         663,1         275,8    

Sales and transfers of oil and gas produced net of production costs

        (40 662,7 )       (2 377,0 )       (158,1 )       (1 285,3 )  

Development costs incurred

        12 299,3         569,8         3 155,2         661,1    

Net change due to current reserves estimates from:

                                           

Improved recovery

                        272,0         53,5    

Commercial arrangements

                                   

Revisions

        11 418,2         567,3         889,0         1 038,1    

Net changes in prices and costs related to future production

        (5 241,1 )       (734,9 )       (328,5 )       (121,0 )  

Changes in estimated future development costs

        (9 021,3 )       (1 138,8 )       (3 047,7 )       (35,7 )  

Accretion of discount

        10 958,5         1 920,7         (106,4 )       58,1    

Net change in income tax

        (9 366,6 )       (333,0 )               (149,5 )  

Net change due to exchange rate

        71 541,6         1 861,0         (12,4 )       56,5    

Present value at 30 June 2014

        162 843,1         13 501,1         (400,5 )       460,4    

Net changes for the year

        (64 886,0 )       (851,1 )       238,5         (1 393,0 )  

Sales and transfers of oil and gas produced net of production costs

        (31 166,1 )       (3 317,7 )       (506,8 )       (662,0 )  

Development costs incurred

        11 369,9         853,8         2 930,0         855,0    

Net change due to current reserves estimates from:

                                           

Improved recovery

                2 208,6         291,4         (381,5 )  

Commercial arrangements

                                   

Revisions

        30 491,1         (1 349,3 )       1 118,6         (771,0 )  

Net changes in prices and costs related to future production

        (123 966,5 )       (5 216,4 )       (440,7 )       (1 052,6 )  

Changes in estimated future development costs

        (29 752,1 )       (14,9 )       (3 114,3 )       (102,2 )  

Accretion of discount

        14 599,3         1 987,5         (40,1 )       100,7    

Net change in income tax

        31 218,4         769,6         0,0         457,2    

Net change due to exchange rate

        32 320,0         3 227,7         0,4         163,4    

Present value at 30 June 2015

        97 957,1         12 650,0         (162,0 )       (932,6 )  

(1)
Mozambique values have been recalculated for 2014.

(2)
Other areas comprises of Gabon.

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ITEM 19.    EXHIBITS

1.1   Memorandum of incorporation of Sasol Limited

 

 

The amount of long-term debt issued by Sasol Limited and its subsidiaries authorised under any given instrument does not exceed 10% of the total assets of Sasol Limited and its subsidiaries on a consolidated basis. Sasol Limited hereby agrees to furnish to the SEC a copy of any such instrument upon its request.

4.1

 

Management Share Incentive Scheme**

4.2

 

The Deed of Trust for the Sasol Inzalo Management Trust*

4.3

 

The Deed of Trust for the Sasol Inzalo Employee Scheme*

8.1

 

List of subsidiaries

12.1

 

Certification of David Edward Constable, President and Chief Executive Officer of Sasol Limited pursuant of Section 302 of the Sarbanes-Oxley Act of 2002.

12.2

 

Certification of Bongani Nqwababa, Chief Financial Officer of Sasol Limited pursuant of Section 302 of the Sarbanes-Oxley Act of 2002.

13.1

 

Certification of David Edward Constable, President and Chief Executive Officer of Sasol Limited and Bongani Nqwababa, Chief Financial Officer of Sasol Limited pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

 

Certification of David Edward Constable, President and Chief Executive Officer of Sasol Limited and Bongani Nqwababa, Chief Financial Officer of Sasol Limited pursuant to Rule 13a-15(f) under the Securities Exchange Act of 1934, as adopted pursuant to Section 404 of the Sarbanes- Oxley Act of 2002.

15.1

 

Consent of independent registered public accounting firm—PricewaterhouseCoopers Inc.

15.2

 

Consent of independent registered public accounting firm—KPMG Inc.

99.1

 

Sasol Limited Consolidated Annual Financial Statements

99.2

 

Sasol Limited Corporate Governance Report

99.3

 

Sasol Limited Remuneration Report

*
Incorporated by reference to our annual report on Form 20-F filed on 7 October 2008.

**
Incorporated by reference to our registration statement on Form 20-F filed on 6 March 2003.

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SIGNATURES

        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

    SASOL LIMITED

 

 

By:

 

/s/ BONGANI NQWABABA

    Bongani Nqwababa
    
Chief Financial Officer

Date: 9 October 2015

 

 

 

 

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GLOSSARY OF TERMS

Term
  Description

Acetic acid

  Acetic acid is an organic compound commonly known as vinegar acid. Under normal conditions it is a clear colourless liquid, has a distinctive sour taste and pungent smell. The pure compound has a crystalline form. Acetic acid is mainly produced as a precursor to polyvinylacetate and cellulose acetate. Acetic acid is used as an acidifying and neutralising agent in industrial applications which include use as an additive or flavouring in canned pickles, fish, meat, candy and glazes.

Acetone

 

Acetone is an organic compound also known as dimethyl ketone. This chemical is a clear colourless, volatile liquid with a mildly pungent characteristic sweet slight aromatic, fruity odour. Acetone serves as an important solvent in its own right, typically for cleaning purposes in the laboratory. Acetone is also used in several industrial applications for the manufacture of other chemical compounds such as plastic, fibres and drugs.

Acrylates

 

Acrylates are chemical compounds that are salts or esters of acrylic acid also known as propenoates. Acrylates are used as monomers for the production of acrylate polymers. These acrylate polymers are in turn used in applications such as Perspex glass, superglue or in the production of disposal diapers.

Acrylic acid

 

Acrylic acid is an organic compound also known as acroleic acid. This chemical is a clear colourless liquid which has a characteristic acrid on tart smell. Acrylic acid is a building block for acrylate polymers and is used in the manufacture of plastics, molding powder for signs, construction units, decorative emblems and insignias, polymer solutions for coatings applications, emulsion polymers, paints formulations, leather finishings and paper coatings.

Aeromagnetic surveys

 

These surveys are used to determine discrete magnetic bodies in the near surface strata such as dolerite dykes and sills. It specifically entails the determination of the variability of the surface magnetism by trailing a detector behind an aircraft at a certain altitude above the surface.

Alcohol

 

Alcohol is an organic compound which describes a class of chemicals, of which ethanol is most widely used. Most alcohols are clear colourless liquids which are either produced through the fermentation of natural feedstocks such as sugar or synthetically from the hydration of petroleum derivatives such as ethylene and propylene. Alcohols can be used in industrial applications such as solvents and fuels or as an intermediate in the production of detergents, pharmaceuticals, plasticisers and fuels.

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Term
  Description

Alkanolamines

 

Alkanolamines are a group of chemical compounds which are liquids ranging from being colourless to pale yellow in appearance. Alkanolamines are derived from the reaction of ammonia and ethylene oxide. Simple alkanolamines are used as solvents, chemical precursors and high boiling bases in the form of curing agents, emulsifiers, corrosion inhibitors and detergents.

Alkylamines

 

Alkylamines are a group of chemical compounds derived from the reaction of ammonia and hydrocarbons. Alkylamines are predominantly used in the manufacturing of pharmaceutical drugs.

Alkylates

 

Alkylation is the process of transferring an alkyl group from one molecule to another. The molecule to which the alkyl group has been transferred to and which is a product of this reaction is then referred to as an alkylate. An example of such a reaction is the production of linear alkyl benzene (LAB), which is the reaction of an olefin with benzene.

Alpha olefin

 

An alpha olefin is an olefin or an alkene with a double bond located on the primary or alpha position of the carbon chain or between the 1st and 2nd carbon atom. An alpha olefin can be linear or branched. Examples of alpha olefins are chemical compounds such as 1-pentene, 1-hexene and 1-octene manufactured in Secunda. These chemical compounds are mainly used for industrial applications such as organic synthesis, manufacturing of plastics and surfactants, blending agents for high octane fuels and pesticide formulations.

Alumina

 

Alumina is a chemical compound also known as aluminum oxide. It is an odourless white crystalline powder. Alumina is used in the production of aluminium and the manufacture of abrasives, refractories, ceramics, electrical insulators, catalyst and catalyst supports, paper, spark plugs, crucibles and laboratory works, adsorbent for gases and water vapours, chromatographic analysis, fluxes, light bulbs, artificial gems, heat resistant fibres and food additives (dispersing agent).

Ammonia

 

Ammonia is a chemical compound comprised of nitrogen and hydrogen. It is normally encountered in the form of a colourless gas with a characteristic pungent smell. Ammonia is used as a disinfectant, refrigerant or for the production of fertilisers, explosives and nitrogen-containing acids such as nitric acids.

Ammonium nitrate solutions

 

Ammonium nitrate solutions are solutions of water in which ammonium nitrate salt has been dissolved. Ammonium nitrate solutions are used as a nitrogen source in fertilisers and as an oxidising medium in commercial explosives.

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Term
  Description

Baseload

 

Baseload is the continuous, recurrent volume of pipeline gas provided to a market through a gas pipeline network. It is used to determine the economic viability of the particular gas pipeline project, including the ability to obtain and repay financing for the project.

Beneficiation

 

Beneficiation is the process of adding value to lower-value raw materials by further processing it to manufacture valuable products.

Brownfields development

 

The expansion of an existing mine into adjacent reserve areas that are situated next to the existing mine boundaries. It is in contrast with greenfields development, where the development is not done via an existing working mine.

Butadiene

 

Butadiene is a chemical compound which is considered to be a simple conjugated diene. Usually the term butadiene refers to the chemical compound 1,3-butadiene. 1,3-Butadiene is normally encountered in the form of a colourless gas at room temperature or liquid at temperatures below –4,4 °C, with a mild aromatic or gasoline-like odour. It is predominantly used for the production of synthetic rubber, plastics and resins.

Butane

 

Butane is an organic compound which is a colourless gas with no odour or a faint petroleum odour at high concentration when pure. It is a gas at room temperature and atmospheric pressure. Butane is obtained from raw natural gas, liquefied petroleum gas or the processing of petroleum streams. Both isomers of butane are used as components of aerosol propellants and as fuel sources. n-Butane is used as a chemical feedstock for special chemicals in the solvent, rubber, and plastics industries. Isobutane is used as a raw material for petrochemicals, an industrial carrier gas, and in the chemical industry for the production of propylene glycols, oxides, polyurethane foams, and resins.

Butene

 

Butene is a colourless gas also known as butylene obtained from the processing of petroleum streams. It is used for the production of a wide variety of chemicals including gasoline, high-octane gasoline components, rubber processing and as co-monomer in the production of polyethylene.

Butyl acrylate

 

Butyl acrylate is a chemical compound also known as an acrylic acid butyl ester. It is a clear colourless liquid in appearance. Butyl acrylate is used in organic synthesis and for the manufacturing of polymers, copolymers for solvent coatings, adhesives, paints, binders, and emulsifiers.

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Term
  Description

Butyl glycol ethers

 

Butyl glycol ether (BGE) is high performing ethylene glycol ether solvent and is encountered as a colourless syrupy liquid. It is used as a monomer for unsaturated polyester resins and polyester polyols for polyurethane. It is also used in the production of triethylene, glycol, textile agents, plasticisers, surfactants, extraction solvents and for natural gas dehydration. BGE can be used in both solvent and water based systems and is currently one of the best available coupling agents and active solvents for water based coatings.

Calcium chloride

 

Calcium chloride is an inorganic salt and is mostly encountered in the form of a colourless liquid solution. It has a wide range of applications including use for dust control, moisture absorption and is an accelerator in the drying and setting of concretes.

Carbide

 

Carbide is a compound of carbon and a metallic or semi-metallic element (e.g. calcium, silicon, aluminum, boron). It is mostly encountered as a solid with a crystal structure. Carbides are mostly used in the production of acetylene, carbide lamps and in the making of steel.

Carbonaceous mudstone interburden

 

A carbonaceous mudstone interburden is a clay sized sedimentary material that is encountered between discrete correlateable coal seams.

Carbonaceous mudstone to siltstone parting

 

A carbonaceous mudstone to siltstone parting is when a material that may be present within a coal seam is deposited by varying velocities of water leading to stagnant conditions for carbonaceous mudstone to slowly move the siltstone.

Carbon dioxide

 

Carbon dioxide is a colourless and odourless gas released as a result of the complete combustion of carbon-containing compounds. It is used in the production of carbonates, carbonation of beverages, to provide inert atmospheres for fire extinguishers and if pressurised forms dry ice (in solid form).

Catalyst

 

A catalyst is a material that increases the rate of a chemical reaction without being consumed in the reaction, although it may be physically changed or even destroyed in the process.

Caustic soda

 

Refer to Sodium hydroxide.

Ceramic

 

Ceramic is a hard inorganic non-metallic material formed by the action of heat. Due to it being a durable material with high resistance to chemical corrosion and heat, it is used in a broad range of applications such as knives, protective layering, ball bearings and dental and orthopedic implants.

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Term
  Description

Chemical reaction

 

A chemical reaction is the process of forming new chemical compounds from one or more reactants through the rearrangement of atoms that makes or breaks chemical bonds.

Chlorine

 

Chlorine is a greenish to yellow gas under standard conditions which when dissolved in water is encountered as an inorganic liquid. It is used in several household applications as a disinfectant (e.g. swimming pools) and bleaching agent. Its industrial applications include the manufacturing of several chlorinated compounds, bleaching of wood and paper pulp, the production of polyvinyl chloride (PVC polymer) and in water purification plants.

Coal bed methane

 

Coal bed methane (CBM) is a form of natural gas extracted from coal beds.

Coal fine

 

Fine coal is classified as the size fraction of coal that can pass through a screen with an aperture of 6,3 mm.

Coal pile

 

A coal pile is individual bands or laminations of different types of coal within an individual coal seam that can be correlated horizontally for a finite distance.

Coal reserves

 

Coal reserves is that part of the coal deposit which, after appropriate assessments, is considered to be economically mineable, at the time of the reserve determination. It is inclusive of diluting and contaminating materials and allows for losses that can occur when the material is mined.

Cobalt

 

Cobalt is a silver-gray ferromagnetic metal found in various ores. It is used for metal alloys, magnets, as a drying agent for paints, varnishes and inks and as a catalyst for petroleum and chemical industries.

Coke

 

Coke is a carbonaceous black solid hydrocarbon material comprised nearly of pure carbon. It is residual substance resulting from the removal of the volatiles and most of the non-combustibles from coal. It can either be used as a fuel or in the case of calcined coke for the manufacture of anodes for the aluminum, steel and titanium smelting industry.

Commissioning

 

Commissioning is the period during which a newly constructed or modified production facility is de-bugged, tested and "switched-on" after which the facility is formally declared commercially production ready.

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Term
  Description

Co-monomer

 

A co-monomer is a chemical compound added in smaller quantities to the base monomer in the production of polymers (see Polymer). The presence of a co-monomer in the polymer (e.g. automobile trim, plastic bag, water pipes) convey enhanced performance (appearance, flexibility, impact strength) attributes to the polymer. Examples of co-monomers are: butene, hexene, octene and butyl acrylate.

Condensate

 

Condensate is a hydrocarbon liquid produced when a hydrocarbon gas is condensed to a liquid.

Continuous miner

 

A continuous miner is a remote-controlled vehicle used in an underground coal mine to cut and remove coal from the coalface with the aid of a spiked, rotating cutting drum.

Co-polymer

 

A co-polymer is a polymer derived from two or more dissimilar monomers. It is also known as a heteropolymer.

Corrosion

 

Corrosion is the process of slow destruction of metal material because of chemical reactions; for example, iron or steel can rust away through their reaction with oxygen contained in air or water.

Cracked spread

 

Cracked spread is the differential between the price of unrefined crude oil and refined petroleum products, such as petrol, kerosene and diesel produced from crude oil, and represents the margin that an oil refinery can expect from cracking crude oil.

Cracker

 

A cracker is a form of reactor technology that is used to partially decompose high molecular weight organic compounds to lighter low boiling organic compounds by using elevated temperatures to induce carbon-carbon bond cleavage.

Cresol

 

Cresol is an aromatic organic compound obtained from the scrubbing and distillation of coal tar acids and is also known as cresylic acid. The liquid ranges from colourless to yellow, brown, or pink in appearance with a phenolic odour. Cresol is primarily used in household applications as disinfectants, deodorisers and for sterilising instruments, dishes, utensils, and other inanimate objects.

Cresylics

 

A commercial blend of phenolic (ring shaped) molecules with hydroxyl groups (consisting of an oxygen and hydrogen atom) attached to it. Normally produced from coal tars when coal is gasified. Used in a wide range of applications such as resins, gasoline additive, coatings for magnet wire for small electric motors and disinfectants.

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Term
  Description

Cyanide

 

Cyanide is a generic term for any chemical compound that contains the cyanide functional group. Chemical compounds such as calcium and sodium cyanide are normally in the form of a white solid. It is however used in the form of a liquid, which is a solution with water, as a mining reagent in the gold mining industry to extract gold from its ore.

Cyclone

 

A cyclone is a separation device used in chemical facilities to separate material based on their densities. This device is also used to separate course and fine particles from each other.

Derivatisation

 

Derivatisation refers to the process of changing the nature of a chemical compound by reaction with a second chemical to replace one atom with another atom or a group of atoms. An example of this process is when an alcohol such as ethanol is reacted with acetic acid and ethyl acetate is produced.

Devolatilisation

 

The effect of heating coal resulting in the coal losing some of the volatile matter content contained within the coal.

Directional drilling

 

Drilling of a continually steered drill hole from the surface into the selected coal seam, in a predetermined direction and at a predetermined elevation. It is also described as non-vertical drilling.

Distillation

 

Distillation is a process, whereby liquid mixtures of chemical compounds are separated based on the different volatilities of the compounds under conditions of controlled heating and pressure to maintain a boiling liquid mixture. Each chemical compound in the mixture has a unique boiling point enabling separation.

Dolerite dykes and sills

 

Dolerite dykes and sills are the igneous intrusions in the strata related to the emplacement of the basaltic lavas of the Lesotho Basalt Formation during the breakup of the Gondwanaland super continent about 145 million years ago.

Ethanol

 

Ethanol is a chemical compound also known as ethyl alcohol, grain alcohol or drinking alcohol. It is a volatile, flammable clear colourless liquid. Ethanol is used in alcoholic beverages in suitable dilutions. Industrial uses of ethanol include the use as a solvent in laboratory and industry, the manufacture of denatured alcohol, pharmaceuticals (e.g. rubbing compounds, lotions, tonics, colognes), in perfumery, in organic synthesis and as an octane booster in gasoline. Ethanol can also be used in higher concentrations in alternative fuel vehicles optimised for its use.

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Term
  Description

Ethoxylates

 

Ethoxylates are chemical compounds commonly described as surfactants which are derived from the reaction of ethylene oxide with alcohols or fatty acids. Surfactants are more soluble in water and are used in foaming agents for products such as shampoos and tooth pastes as well as components for detergent formulations. Refer to Surfactants.

Ethyl acetate

 

Ethyl acetate is a chemical compound more commonly known as an ester. It is normally encountered as a clear colourless liquid which has a characteristic sweet smell (similar to pear drops). Ethyl acetate is used as a solvent in the production of adhesives, fingernail polishes; an extraction solvent in the production of pharmaceuticals and foods; a carrier solvent for herbicides and a component of lacquer thinner.

Ethyl acrylate

 

Ethyl acrylate is an organic compound also known as acrylic acid ethyl ester. It is a clear colourless liquid with a characteristic acrid odour. Ethyl acrylate is used in the manufacture of acrylic emulsion polymers, in latex paints and textiles. It is also used in emulsion polymers for paper coating, as additives in floor polishes, sealants, shoe polishes, in base coatings and for surface impregnation of leather in adhesives.

Ethylene

 

Ethylene is a chemical compound also known as the simplest olefin. It is normally encountered as a colourless flammable gas with a faint "sweet and musky" odour when pure. Ethylene is used for the production of a range of chemical compounds such as ethylene oxide, ethylene dichloride and polymers including polyethylene and polyvinyl chloride.

Fraction

 

A fraction is a specific quantity of chemical compounds collected from a larger mixture of chemical compounds that has passed through a separation process such as distillation. In the petrochemical industry a specific "range" of hydrocarbons in a mixture separated based on the physical and chemical properties is called a fraction of the mixture.

Front-end engineering design

 

Front-end engineering design (FEED) is process of conceptualising and initiating the design of a plant.

Gasification

 

Gasification is the process where coal is converted, through its reaction with oxygen and steam at temperatures of above 850oC to carbon monoxide and hydrogen. The produced gas mixture is referred to as syngas.

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Table of Contents

Term
  Description

Glacial acrylic acid

 

Refer to Acrylic acid. Acrylic acid is available in two grades, namely technical and glacial grade. The glacial grade is a purer form and typically contains a concentration of 98% acrylic acid and a maximum concentration of 0,5% of water whereas the technical grade contains a concentration of 94% of acrylic acid.

Hexene

 

Hexene is a chemical compound also known as hexylene. It is normally encountered as a colourless liquid. Hexene is used in the synthesis of flavours, perfumes, dyes, resins and as a polymer modifier. The most common use of hexene is as a co-monomer in the production of polyethylene.

Homopolymer

 

A homopolymer is a polymer made from similar monomer units. It is the opposite of a copolymer.

Horizontal drilling

 

Horizontal drilling is the drilling of a horizontally orientated drill hole into the coal seam from the mine workings underground. These drill holes are used to determine the presence of gas accumulations and displacement of the coal seam.

Hydrocarbon

 

A hydrocarbon is an organic compound entirely comprised of a carbon skeleton to which hydrogen is bonded.

Hydrochloric acid

 

Hydrochloric acid is an aqueous solution of the chemical compound hydrogen chloride. It is a colourless or slightly yellow fuming liquid. Hydrochloric acid is a strong acid and is used in metal cleaning operations, chemical manufacturing, petroleum activation, and in the production of food and synthetic rubber.

Igneous rocks

 

Igneous rocks are rocks produced by volcanic or magmatic action.

Impact co-polymers

 

Impact co-polymers are a particular form of co-polymer that by chemical and mechanical design is able to resist impact, e.g. automotive components.

Isomerisation

 

Isomerisation is the process where one chemical compound is transformed into the same chemical compound but where the atoms are rearranged. These chemical compounds are then called isomers of each other and might have different chemical and physical properties.

Ketones

 

Ketones are organic chemical compounds characterised by the presence of a carbonyl group bound to other carbon atoms. Ketones are often used in perfumes and paints to stabilise the other ingredients so that they don't degrade as quickly over time. Other industrial applications include its use as a solvent in the chemical industry.

Krypton

 

Krypton is a member of group 18 (noble gases) elements. It is a colourless, odourless, tasteless noble gas found in trace amounts in the earth's atmosphere. Krypton is used in fluorescent lamps and laser technologies.

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Term
  Description

Limestone

 

Limestone is a sedimentary rock composed mostly of calcium (the shell remains of marine animals), carbon and oxygen. One of its industrial uses is as an agricultural fertiliser.

Maleic anhydride

 

Maleic anhydride is a chemical compound with a pungent odour. It is a colourless solid available in the form of needles, white lumps or pellets. Maleic anhydride is used for the manufacture of resins (textiles), dye intermediates, pharmaceuticals, agricultural chemicals and in copolymerisation reactions.

Methane

 

Methane is a chemical compound more commonly known as marsh gas. Methane is a colourless gas and when refrigerated it is known as liquefied natural gas. It is the principal component of natural gas and is therefore a feedstock for the Sasol gas-to-liquids process. Methane can also be used for the manufacture of a wide range of chemical compounds such as methanol and ammonia and is also used as fuel.

Methylamine

 

Methylamine is a chemical compound which is derived from methanol and ammonia. It is a colourless gas with a strong ammonia smell. Methylamine is used as an intermediate for the synthesis of accelerators, dyes, pharmaceuticals, insecticides, surface active agents, tanning, dyeing of acetate textiles, a fuel additive, polymerisation inhibitor, component of paint removers, solvent, in photographic development and rocket propellant.

Methyl ethyl ketone (MEK

 

Methyl ethyl ketone is a chemical compound also known as butanone and MEK. This colourless liquid ketone has a sharp, sweet odor reminiscent of butterscotch and acetone. MEK is mostly used in paints and other coatings.

Methyl isobutyl ketone (MIBK)

 

Methyl isobutyl ketone is a chemical compound also known as MIBK. MIBK is a colourless liquid with a pleasant odour. It is used as a solvent in paints, resins, nitrocellulose, dyes, varnishes and lacquers.

Monomer

 

A monomer is a chemical compound capable of chemically bonding to other monomers or itself to form long chain polymers (plastics) or synthetic resins.

Nameplate capacity

 

Nameplate capacity is the product output of a plant under conditions optimised for maximum quantity for the production facility.

Naphtha

 

Naphtha is a petroleum-based chemical compound also known as petroleum ether. It is a colourless liquid. Naphtha is primarily used a feedstock for gasoline production. It is also used in the production of petrochemical products such as olefins and aromatic compounds and other downstream chemical products.

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Term
  Description

n-Butanol

 

n-Butanol is a chemical compound also known as butyl alcohol. It is typically encountered as a colourless liquid. n-Butanol is primarily used as a solvent for paints.

Nitric acid

 

Nitric acid is a chemical compound more commonly known as aqua fortis or spirit of nitre. It is a strong acidic colourless to yellow liquid. Nitric acid is used for the manufacture of inorganic and organic nitrates, nitro compounds for fertilisers, as dye intermediates in the manufacture of explosives and for many different organic chemicals.

Nitrogen oxides (NO, N2O, NO2)

 

Nitrogen oxides refer to gas mixtures of binary compounds of oxygen and nitrogen. These oxides are mostly produced through combustion processes of air with high temperatures. An example of such a combustion process is an internal motor vehicle combustion engine.

Noble gas

 

The noble gases make a group of chemical elements with similar properties: under standard conditions, they are all odourless, colourless, monatomic gases with very low chemical reactivity. The six noble gases that occur naturally are helium (He), neon (Ne), argon (Ar), krypton (Kr), xenon (Xe), and the radioactive radon (Rn).

Octene

 

Octene is a chemical compound also known as octylene. It is a clear colourless liquid. Octene is used as a co-monomer in the production of high density polyethylene and linear low density polyethylene.

Olefins

 

Olefins are organic chemical compounds with varying carbon chain lengths characterised by a least one double bond between two carbon atoms.

Oligomerise

 

Oligomerisation is the process of converting monomers (double bond hydrocarbon molecules) to a polymer with a finite number of monomer units, therefore oligomers are described as short chained polymers.

Organic peroxides

 

Organic peroxides are organic chemical compounds containing the peroxide functional group. They are highly reactive agents and are used as catalysts.

Oxygenates

 

Oxygenates are organic chemical compounds containing one or two oxygen atoms in their structure. They include chemical compounds such as ketones, alcohols, phenols, esters and aldehydes. Oxygenates are usually employed as gasoline additives to reduce carbon monoxide that is created during the burning of fuel.

Paraffin

 

Paraffin is a straight or branched saturated hydrocarbon chain containing only carbon and hydrogen atoms (alkane hydrocarbons) with its physical form varying from gases to waxy solids as the length of the chain increases.

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Term
  Description

Paraffin waxes

 

Paraffin waxes are white, translucent solids consisting of hydrocarbons of high molecular weight and are derived from crude wax. They can be used as is or as blends with additives for specific applications, such as candles, adhesives, polishes and cosmetics.

Pentene

 

Pentene is a chemical compound also known as pentylene. It is normally encountered as a colourless liquid. Pentene is used in organic synthesis, as a blending agent for high octane motor fuel, pesticide formulations and as co-monomer in polypropylene production.

Perchloroethylene

 

Perchloroethylene is a chemical compound also known as tetrachloroethylene. It is a colourless liquid. It is used in the textile industry for dry-cleaning; for processing and finishing, in both cold cleaning and vapour degreasing of metals.

Phenol

 

Phenol is an aromatic organic compound commonly known as carbolic acid. It is a colourless to white crystalline solid. Phenol is used as a general disinfectant, either in solution or mixed with slaked lime for e.g. toilets, stables, cesspools, floors, drains, etc.

Phosphoric acid

 

Phosphoric acid is an inorganic acid and is also known as orthophosphoric acid. It is either encountered in unstable orthorhombic crystals or a clear syrupy liquid. Phosphoric acid is used in the manufacture of superphosphates for fertilisers, other phosphate salts, polyphosphates and detergents.

Petrol

 

Petrol can also be described as petroleum or gasoline. Petrol is a petroleum-derived liquid aliphatic hydrocarbon mixture with an increased octane rating due to the addition of octane enhancers to the mixture. It is primarily used as fuel in internal combustion engines.

Phosphate

 

Phosphate is an inorganic chemical compound also known as the salt of phosphoric acid. It is a white solid in powder or granular form. Phosphate is used in the commercial market in agricultural and industrial sectors, e.g. fertilisers, livestock supplements, paper and water treatment.

Plasticisers

 

Plasticisers are chemical additives used as processing aids to facilitate the production of polyvinyl chloride, resins and polymers influencing the physical properties in terms of the plasticity and fluidity of the products.

Ply

 

Ply is the lateral continuity of a similar type of coal within a coal seam, as opposed to the vertical continuity of a particular type of coal.

H-14


Table of Contents

Term
  Description

Polyethylene

 

Polyethylene is a polymer consisting of a long chain of ethylene molecules and is also known as polythene. It is typically encountered in a translucent solid crystalline form. It is used in a broad range of applications such as wire and cable coatings, pipe and moulded fittings and packaging in especially the food industry.

Polymer

 

A polymer is a large molecule (macromolecule) composed of repeating structural units (monomers) connected by covalent chemical bonds.

Polymerise

 

Polymerisation is the process of reacting monomer units to form larger molecules where the monomer units are covalently bonded.

Polypropylene

 

Polypropylene is a polymer consisting of a long chain of repeating propylene molecules. It is typically encountered as a translucent solid. Polypropylene is commonly used for packaging, molded parts for vehicles and appliances.

Polystyrene

 

Polystyrene is a polymer made from styrene. It is a colourless hard plastic. It is commonly used in applications like packaging, disposables, toys, construction and house wares.

Polythene

 

Refer to polyethylene.

Polyvinyl chloride

 

Polyvinyl chloride is a polymer consisting of a long chain of repeating vinyl chloride molecules and is commonly known as PVC. It is typically encountered as a white solid. It is commonly used for piping and other applications such as the production of gutters or building materials, toys and garden hoses.

Potassium

 

Potassium is a soft silvery white alkali metal that occurs naturally in the environment. It is used as a laboratory reagent and as a component of fertilisers.

Prills

 

A prill is a small piece of material in a solid form, typically a dry sphere, which is formed from a melted liquid.

Proved developed oil and gas reserves

 

Reserves which can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well and through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Proved undeveloped oil and gas reserves

 

Reserves which are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required before production can commence.

H-15


Table of Contents

Term
  Description

Probable coal reserves

 

Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are further apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

Propylene

 

Propylene is a chemical compound which is also known as propene. It is commonly encountered as a colourless gas. Propylene is used for the production of polypropylene and is used as a chemical intermediate in the manufacture of several chemical compounds such as acetone, isopropylbenzene, isopropanol, isopropyl halides, propylene oxide, acrylonitrile.

Proved coal reserves

 

Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspections, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

REACH

 

The European Community Regulation (EC 1907/2006) for the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) came into effect on 1 June 2007 with the aim to improve the protection of human health and the environment through better and earlier identification of the intrinsic properties of chemical products.

Reactor

 

A reactor is an industrial unit to provide the physical conditions required for specific chemical reactions to take place.

Recoverable coal reserve

 

The tonnage of mineable, in situ coal reserves that are expected to be recovered after all geological losses, dilution, mining losses (mining layout loss, mining layout extraction loss, mining recovery efficiency factor), contamination and moisture content correction factors have been applied. The assessments demonstrate that at the time of reporting, economic extraction is reasonably justified. The recoverable coal reserves are subdivided in order of increasing confidence into probable and proven recoverable reserves.

Reclaimers

 

A reclaimer is a large automated machine that consists of a rotating drum which picks up coal laid out on a pad in an orderly fashion and places that coal on a conveyor belt.

H-16


Table of Contents

Term
  Description

Recordable case rate

 

The recordable case rate (RCR) is the standard international measure for reporting work-related injuries and illnesses and other safety incidents resulting in injury. The RCR is the number of fatalities, lost workdays, restricted work cases, transfer to another job cases and medical treatments beyond first-aid cases for every 200 000 employee hours worked.

Reform

 

Reforming is the process of rearranging the composition of hydrocarbon gases or low octane petroleum fractions by heat and pressure, often in the presence of a catalyst. Steam reforming of natural gas is an important method of producing hydrogen.

Room and pillar mining

 

Room and pillar mining is a mining method used in flat lying shallow mineral deposits where a number of roads are developed leaving pillars to hold up the roof.

Slurry

 

Slurry is a liquid substance containing solid particles.

Sodium cyanide

 

Refer to Cyanide.

Sodium hydroxide

 

Sodium hydroxide is a chemical compound more commonly known as caustic soda. It is a white solid compound under normal conditions in the form of flakes, pellets or granules. Sodium hydroxide solution (as sold) is usually 50% concentration solution of sodium hydroxide in water. Sodium hydroxide is used in many industries, mostly as a strong chemical base in the manufacture of pulp and paper, textiles, drinking water, soaps and detergents and as a drain cleaner.

Solvent

 

A solvent is a liquid or gaseous substance capable of dissolving another substance to form a solution at the molecular or ionic level.

Stackers

 

Stackers are large automated machines that stack coal from a conveyor belt on to a flat pad in an orderly fashion. They consist of an inclined conveyor and swinging boom.

Styrene

 

Styrene is an organic compound also known as vinyl benzene. It is a colourless to a yellowish oily liquid. Styrene is used in the manufacture of plastics especially polystyrene, synthetic rubber and insulators.

Splitter column

 

A splitter column is used in the distillation process to separate a mixture of liquids into different boiling fractions.

Sulphur

 

Sulphur is a non-metal inorganic chemical compound and is more commonly known as brimstone. It is a pale yellow crystalline solid usually encountered in powder form. Sulphur is commonly used in making gunpowder, matches and sulphuric acid.

H-17


Table of Contents

Term
  Description

Sulphuric acid

 

Sulphuric acid is an inorganic chemical compound commonly known as battery acid. It is a pungent-ethereal, colourless to brownish oily acidic liquid. Sulphuric acid is used as a leaching agent in mineral or ore processing. It is also used for fertiliser manufacturing, oil refining, wastewater processing and chemical synthesis.

Surfactants

 

Surfactants are chemical compounds that reduce surface tension of a liquid when dissolved in water. A surfactant facilitates the solution of otherwise immiscible components for e.g. oil and water. It is also called surface active agents.

Synfuels

 

Synfuels are a family of fuels that have comparable or better properties than that of crude oil derived fuels but which are derived via one of several potential synthesis routes using alternative feedstock such as coal or petroleum coke. Two examples of synfuel type technologies are indirect and direct liquefaction of coal.

Train

 

A train is a sequence of processing units each performing a different function in the process to produce the final product.

Trimerisation

 

Trimerisation is chemical process of reacting three similar chemical compounds to form one chemical compound such as the trimerisation of ethylene to form 1-hexene.

Urea

 

Urea is an organic compound also known as carbamide. It is encountered a white crystalline powder. Urea is used in animal feed, plastics, as a chemical intermediate, a stabiliser in explosives and in medicine (diuretic).

Units of measures

 

m

 

metre

 

km

 

kilometre

 

mm

 

millimetre

 

km2

 

square kilometre

 

m2

 

square metre

 

m3

 

cubic metre

 

kg

 

kilogram

 

t

 

ton

 

kt

 

kiloton

 

Mt

 

million tons

 

tpa

 

tons per annum

 

ktpa

 

kilotons per annum

 

mtpa

 

million tons per annum

 

b or bbl

 

barrel

 

bpd or bbl/d

 

barrels per day

H-18


Table of Contents

Term
  Description

 

cf

 

cubic feet

 

mg/m3

 

milligrams per cubic meter

 

ppm

 

parts per million

 

GJ

 

gigajoule

 

PJ

 

petajoule

 

MGJ/a

 

million gigajoule per annum

 

Bscf

 

billion standard cubic feet

 

MMbbl

 

million barrels

 

MMscf/d

 

million standard cubic feet per day

Vertical diamond drilling

 

Vertical diamond drilling is the process of drilling a drill hole using a diamond impregnated drill bit to acquire drill core for the entire length of the drill hole. Therefore a continuous sample of the rock mass is obtained over the mineral bearing strata.

Xenon

 

Xenon is a colourless, heavy, odourless noble gas found in trace amounts in the earth's atmosphere. Xenon is used for lamps, flat panel plasma television and computer screens.

Zeolite

 

Zeolites are microporous, aluminosilicate minerals commonly used as commercial adsorbents.

H-19


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EX-8.1 2 a2225938zex-8_1.htm EX-8.1
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Exhibit 8.1

LIST OF SUBSIDIARIES

Name
  Nature of business   Percentage
ownership
  Country of
incorporation
Sasol Mining (Pty) Ltd   Coal mining activities   89,8 (1) South Africa

Sasol Mining Holdings (Pty) Ltd

 

Holding company for the group's mining interests

 

100

 

South Africa

Sasol Synfuels (Pty) Ltd

 

Production of liquid fuels, gases and chemical products and refining of tar acids

 

100

 

South Africa

Sasol Technology (Pty) Ltd

 

Engineering services, research and development and technology transfer

 

100

 

South Africa

Sasol Financing (Pty) Ltd

 

Management of cash resources, investment and procurement of loans (for South African operations)

 

100

 

South Africa

Sasol Investment Company (Pty) Ltd

 

Holding company of the group's foreign investments (and investment in movable and immovable property)

 

100

 

South Africa

Sasol South Africa (Pty) Ltd(2)

 

Focused on integrated petrochemicals and energy and all such other things as may be considered to be incidental or conducive to the attainment and support of the main business of the company.

 

100

 

South Africa

Sasol Gas Holdings (Pty) Ltd

 

Holding company for the group's gas interests

 

100

 

South Africa

Sasol Oil (Pty) Ltd

 

Marketing of fuels and lubricants

 

75

 

South Africa

Sasol Chemical Holdings International (Pty) Ltd

 

Investment in the Sasol Chemie group

 

100

 

South Africa

Sasol UK Limited

 

Marketing and distribution of chemical products

 

100

 

United Kingdom

Sasol Chemicals Pacific Limited(3)

 

Marketing and distribution of chemical products

 

100

 

Hong Kong

Sasol Financing International Plc

 

Management of cash resources, investment and procurement of loans (for operations outside South Africa)

 

100

 

Isle of Man

Sasol Gas (Pty) Ltd(4)

 

Marketing, distribution and transportation of pipeline gas and the maintenance of pipelines used to transport gas

 

100

 

South Africa

Sasol Oil International Limited

 

Buying and selling of crude oil

 

75

(5)

Isle of Man

Sasol New Energy Holdings (Pty) Ltd

 

Developing and commercialising renewable and lower-carbon energy as well as carbon capture storage solutions

 

100

 

South Africa

Name
  Nature of business   Percentage
ownership
  Country of
incorporation
Sasol Africa (Pty) Ltd(6)   Exploration, development, production, marketing and distribution of natural oil and gas and associated products   100   South Africa

Sasol Canada Exploration and Production Limited

 

General partner in, and management of, the Sasol Canada Exploration and production Limited Partnership which holds Sasol's upstream interests in the Sasol Progress Energy Canada LtdPartnership in Canada

 

100

 

Canada

Sasol Canada Holdings Limited

 

Exploration, development, production, marketing and distribution of natural oil and gas and associated products in Canada

 

100

 

Canada

Sasol Middle East and India (Pty) Ltd(7)

 

Develop and implement international GTL and CTL ventures

 

100

 

South Africa

Sasol Wax International Aktiengesellschaft

 

Holding company for Sasol Wax (outside South Africa) operations

 

100

 

Germany

Sasol Wax GmbH

 

Production, marketing and distribution of waxes and wax related products

 

100

 

Germany

National Petroleum Refiners of South Africa (Pty) Ltd

 

Refining crude oil

 

47,73

(5)

South Africa

Sasol Chemie GmbH and Co. KG

 

Investment in the Sasol Germany GmbH, Sasol Solvents Germany GmbH and Sasol Olefins and Surfactants GmbH

 

100

 

Germany

Sasol Germany GmbH

 

Production, marketing and distribution of (chemical products) olefin and surfactant products

 

100

 

Germany

Sasol Solvents Germany GmbH

 

Production and marketing of solvents

 

100

 

Germany

Sasol Italy SpA(8)

 

Trading and transportation of oil products, petrochemicals and chemical products and derivatives

 

99,9

 

Italy

Sasol Holdings (USA) (Pty) Ltd

 

To manage and hold the group's interests in the United States

 

100

 

South Africa

Sasol Chemicals (USA) LLC(9)

 

Manufacturing of commodity and specialty chemicals

 

100

 

United States

Sasol Holdings (Asia Pacific) (Pty) Ltd

 

Holding company for Sasol Polymers' foreign investments

 

100

 

South Africa

Sasol European Holdings Limited

 

Resale of Sasol chemical products into UK / Ireland market area.

 

100

 

United Kingdom

Name
  Nature of business   Percentage
ownership
  Country of
incorporation
Sasol Financing International Limited   Management of cash resources of the Sasol Group, the investing of surplus money and the procurement of loans taking into account the limitations imposed by the Banks Act 94 of 1990. Funding the cash   100   South Africa

Sasol (USA) Corporation

 

To engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of Delaware

 

100

 

United States

(1)
This represents our effective holding through Sasol Mining Holdings (Pty) Ltd.

(2)
Name change from Sasol Chemical Industries (Pty) Ltd to Sasol South Africa (Pty) Ltd.

(3)
Moved from being a subsidiary of Sasol Chemical Industries (Pty) Ltd to being a subsidiary of Sasol Holdings (Asia Pacific) (Pty) Ltd on 1 July 2014.

(4)
Moved from being a subsidiary of Sasol Gas Holdings (Pty) Ltd to being a subsidiary of Sasol Limited on 6 November 2014.

(5)
This represents our effective holding through our 75% interest in Sasol Oil (Pty) Ltd.

(6)
Moved from being a subsidiary of Sasol Investment Company (Pty) Ltd to being a subsidiary of Sasol Limited on 1 July 2014. Name changed from Sasol Petroleum International (Pty) Ltd to Sasol Africa (Pty) Ltd on 20 July 2015.

(7)
Moved from being a subsidiary of Sasol Investment Company (Pty) Ltd to being a subsidiary of Sasol Limited on 1 July 2014. Name changed from Sasol Synfuels International (Pty) Ltd to Sasol Middle East and India (Pty) Ltd on 20 July 2015.

(8)
Moved from being a subsidiary of Sasol Performance Chemicals GmbH (previously Sasol Olefins & Surfactants GmbH) to being a subsidiary of Sasol European Holdings Limited on 1 July 2014.

(9)
Name change from Sasol North America Inc to Sasol Chemicals (USA) LLC. Moved from being a subsidiary of Sasol Performance Chemicals GmbH (previously Sasol Olefins & Surfactants GmbH) to being a subsidiary of Sasol (USA) Corporation.


INCORPORATED JOINTLY CONTROLLED ENTITIES

Name
  Nature of business   Country of
incorporation
  Interest %  
Chevron Sasol EGTL Limited   Investment activities in relation to the Escravos gas-to-liquids project   Bermuda   10  

Ixia Coal (Pty) Ltd.

 

Investment activities Sasol Mining

 

South Africa

 

49

 

ORYX GTL Limited (QSC)

 

Manufacturing and marketing of synthetic fuels from gas

 

Qatar

 

49

 

Petronas Chemicals LDPE Sdn Bhd

 

Manufacturing and marketing of low-density polyethylene pellets

 

Malaysia

 

40

 

Sasol Chevron Holdings Limited

 

Holding company with Chevron corporation

 

Bermuda

 

50

 

Sasol-Huntsman GmbH & Co KG

 

Production and marketing of maleic anhydride

 

Germany

 

49.5

 

Uzbekistan GTL LLC

 

Manufacturing and marketing of synthetic fuels from gas

 

Uzbekistan

 

44,5

(10)

Kubu Energy Resources (Pty) Ltd.

 

Manufacturing and marketing of synthetic fuels from coal bed methane

 

Botswana

 

50

 

Sasol Chevron Nigeria Limited

 

 

 

Nigeria

 

50

 

Alexandria Wax Products Co

 

 

 

Egypt

 

51

 

Petromoc E Sasol SARL

 

Retail and commercial marketing of liquid fuels; petrol, diesel, illuminating paraffin, liquefied petroleum gas (LPG), fuel oil and lubricants in Mozambique

 

Mozambique

 

49

 

Strategic Energy Technology Systems Private Limited

 

Prospecting, exploration, production, exploitation of mineral oil, petroleum, oil, gas and other similar or allied substances, whether off shore or on shore

 

India

 

50

 

Central Termica de Ressano Garcia (CTRG SA)

 

The exercise of the activity of production, generation, transport and commercialisation of electrical energy, including export and export, construction, operation and management of a power plant

 

Mozambique

 

49

 

Sasol Wilmar Alcohol Industries (Lianyungang) Co Ltd(11)

 

Development and production of oleochemical based alcohol, surfactant, auxiliaries, petroleum additives, leather chemicals, water treatment auxiliaries, etc as well as the sale and distribution thereof and related services

 

China

 

50

 

Gemini HDPE LLC(12)

 

Construction of the high-density polyethylene plant

 

USA

 

50

 

Name
  Nature of business   Country of
incorporation
  Interest %  
Republic of Mozambique Pipeline Investments Company (Pty) Ltd (ROMPCO)   Owning and operating the natural gas transmission pipeline between Temane in Mozambique and Secunda in South Africa for the transportation of natural gas produced in Mozambique to markets in Mozambique and South Africa   South Africa   50 (13)

(1)
We announced our intention to reduce our interest in Uzbekistan GTL LLC from 44,5% to 25,5% at the end of the FEED phase.

(2)
Name change from Sasol Yihai (Lianyungang) Alcohols Industries Co Ltd to Sasol Wilmar Alcohol Industries (Lianyungang) Co Ltd on 1 April 2015.

(3)
Joint venture entered into between Sasol Chemicals North America LLC (50%) and INEOS Gemini HDPE Holding Company LLC (50%).

(4)
This represents our effective holding through Sasol Gas Holdings (Pty) Ltd, through contractual arrangements Sasol exercises joint control over the relevant activities of ROMPCO.



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INCORPORATED JOINTLY CONTROLLED ENTITIES
EX-12.1 3 a2225938zex-12_1.htm EX-12.1
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Exhibit 12.1


CERTIFICATIONS

I, David Edward Constable, certify that:

    1.
    I have reviewed this annual report on Form 20-F of Sasol Limited;

    2.
    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

    3.
    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

    4.
    The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

    a)
    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    b)
    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    c)
    Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    d)
    Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

    5.
    The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

    a)
    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarise and report financial information; and

    b)
    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: 9 October 2015

  By:   /s/ DAVID EDWARD CONSTABLE

      David Edward Constable
President and Chief Executive Officer



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CERTIFICATIONS
EX-12.2 4 a2225938zex-12_2.htm EX-12.2
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Exhibit 12.2


CERTIFICATIONS

I, Bongani Nqwababa, certify that:

    1.
    I have reviewed this annual report on Form 20-F of Sasol Limited;

    2.
    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

    3.
    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

    4.
    The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

    a)
    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    b)
    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    c)
    Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    d)
    Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

    5.
    The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

    a)
    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarise and report financial information; and

    b)
    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: 9 October 2015

  By:   /s/ BONGANI NQWABABA

      Bongani Nqwababa
Chief Financial Officer



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EX-13.1 5 a2225938zex-13_1.htm EX-13.1
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Exhibit 13.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the annual report of Sasol Limited (the "Company") on Form 20-F for the period ending 30 June 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify that to the best of our knowledge:

    1.
    The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

    2.
    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 9 October 2015

       

  By:   /s/ DAVID EDWARD CONSTABLE

      David Edward Constable
President and Chief Executive Officer

Date: 9 October 2015

 

 

 

 

  By:   /s/ BONGANI NQWABABA

      Bongani Nqwababa
Chief Financial Officer

        A signed original of this written statement required by Section 906 has been provided to and will be retained by Sasol Limited and furnished to the Securities and Exchange Commission or its staff upon request.

        This certification will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, even if the document with which it is submitted to the Securities and Exchange Commission is so incorporated by reference.




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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EX-13.2 6 a2225938zex-13_2.htm EX-13.2
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Exhibit 13.2


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

        Management of Sasol Limited (Sasol) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Under Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess the effectiveness of the Company's internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company's internal control over financial reporting is effective.

        Sasol's internal control over financial reporting is a process designed under the supervision of the President and Chief Executive Officer and Chief Financial Officer to provide reasonable assurance as to the reliability of Sasol's financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

        Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorisations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

        Management assessed the effectiveness of Sasol's internal control over financial reporting as of 30 June 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control—Integrated Framework (2013)". Based on our assessment, we believe that, as of 30 June 2015, Sasol's internal control over financial reporting was effective.

        PricewaterhouseCoopers Inc., an independent registered public accounting firm, has issued an opinion on the effectiveness of Sasol's internal control over financial reporting as stated in their report which appears herein.

Date: 9 October 2015

       

  By:   /s/ DAVID EDWARD CONSTABLE

      David Edward Constable
President and Chief Executive Officer

Date: 9 October 2015

 

 

 

 

  By:   /s/ BONGANI NQWABABA

      Bongani Nqwababa
Chief Financial Officer



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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
EX-15.1 7 a2225938zex-15_1.htm EX-15.1

Exhibit 15.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-184526) of Sasol Limited of our report dated 9 October 2015 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 20-F.

 

/s/ PricewaterhouseCoopers Inc.

 

 

 

Johannesburg, Republic of South Africa

 

9 October 2015

 

 



EX-15.2 8 a2225938zex-15_2.htm EX-15.2

Exhibit 15.2

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors
Sasol Limited:

 

We consent to the incorporation by reference in the registration statement (No. 333-184526) on Form F-3 of Sasol Limited of our report dated 9 October 2013, except for the adjustments relating to the change to the method of accounting for consolidations and joint arrangements, as well as updating changes in disclosures in respect of interests in other entities, which were as of 5 September 2014, with respect to the consolidated income statement and consolidated statements of comprehensive income, changes in equity and cash flows of Sasol Limited and its subsidiaries for the year ended 30 June 2013, which report appears in the 30 June 2015 Annual Report on Form 20-F of Sasol Limited.

 

Our report refers to adjustments to retrospectively restate the disclosures for reportable segments for the 2013 consolidated financial statements, as more fully described in Note 1 to the 2015 consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2013 consolidated financial statements with respect to such adjustments and disclosures.

 

/s/ KPMG Inc.

 

 

 

 

 

Johannesburg, South Africa

 

 

 

9 October 2015

 

 



EX-99.1 9 a2225938zex-99_1.htm EX-99.1

Exhibit 99.1

 

Sasol Limited group

 

Statement of financial position

at 30 June

 

 

 

 

 

2015

 

2014

 

 

 

Note

 

Rm

 

Rm

 

Assets

 

 

 

 

 

 

 

Property, plant and equipment

 

2

 

135 822

 

111 449

 

Assets under construction

 

3

 

61 977

 

51 320

 

Goodwill

 

4

 

590

 

644

 

Other intangible assets

 

5

 

1 703

 

1 882

 

Other long-term investments

 

6

 

826

 

876

 

Investments in equity accounted joint ventures

 

7

 

10 028

 

8 280

 

Investments in associates

 

8

 

1 842

 

1 877

 

Post-retirement benefit assets

 

9

 

590

 

487

 

Long-term receivables and prepaid expenses

 

10

 

1 791

 

2 922

 

Long-term financial assets

 

11

 

 

13

 

Deferred tax assets

 

23

 

1 752

 

3 143

 

Non-current assets

 

 

 

216 921

 

182 893

 

Assets in disposal groups held for sale

 

12

 

89

 

1 419

 

Inventories

 

13

 

23 141

 

26 758

 

Tax receivable

 

28

 

1 563

 

550

 

Trade receivables

 

14

 

23 863

 

25 223

 

Other receivables and prepaid expenses

 

15

 

4 547

 

4 601

 

Short-term financial assets

 

16

 

124

 

420

 

Cash restricted for use

 

17

 

5 022

 

1 245

 

Cash

 

17

 

48 329

 

37 155

 

Current assets

 

 

 

106 678

 

97 371

 

Total assets

 

 

 

323 599

 

280 264

 

Equity and liabilities

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

191 610

 

170 977

 

Non-controlling interests

 

 

 

4 873

 

3 792

 

Total equity

 

 

 

196 483

 

174 769

 

Long-term debt

 

18

 

39 269

 

23 419

 

Long-term financial liabilities

 

19

 

8

 

17

 

Long-term provisions

 

20

 

13 431

 

15 232

 

Post-retirement benefit obligations

 

21

 

10 071

 

9 294

 

Long-term deferred income

 

22

 

425

 

293

 

Deferred tax liabilities

 

23

 

22 570

 

18 246

 

Non-current liabilities

 

 

 

85 774

 

66 501

 

Liabilities in disposal groups held for sale

 

12

 

15

 

57

 

Short-term debt

 

24

 

3 331

 

2 637

 

Short-term financial liabilities

 

25

 

198

 

446

 

Short-term provisions

 

26

 

6 322

 

6 644

 

Short-term deferred income

 

27

 

397

 

101

 

Tax payable

 

28

 

905

 

1 097

 

Trade payables and accrued expenses

 

29

 

24 226

 

22 327

 

Other payables

 

30

 

5 629

 

5 306

 

Bank overdraft

 

17

 

319

 

379

 

Current liabilities

 

 

 

41 342

 

38 994

 

Total equity and liabilities

 

 

 

323 599

 

280 264

 

 

Notes 1 to 64 are an integral part of these Consolidated Financial Statements.

 

1



 

Sasol Limited group

 

Income statement

for the year ended 30 June

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Turnover

 

31

 

185 266

 

202 683

 

169 891

 

Materials, energy and consumables used

 

32

 

(80 169

)

(89 224

)

(76 617

)

Selling and distribution costs

 

 

 

(6 041

)

(5 762

)

(5 102

)

Maintenance expenditure

 

 

 

(7 628

)

(8 290

)

(7 243

)

Employee related expenditure

 

33

 

(22 096

)

(28 569

)

(22 477

)

Exploration expenditure and feasibility costs

 

 

 

(554

)

(604

)

(1 369

)

Depreciation and amortisation

 

 

 

(13 567

)

(13 516

)

(11 121

)

Other expenses, net

 

 

 

(9 912

)

(7 415

)

(4 234

)

Translation (losses)/gains

 

34

 

(1 115

)

798

 

2 892

 

Other operating expenses

 

35

 

(10 164

)

(12 522

)

(8 889

)

Other operating income

 

36

 

1 367

 

4 309

 

1 763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit before remeasurement items

 

 

 

45 299

 

49 303

 

41 728

 

Remeasurement items

 

38

 

(807

)

(7 629

)

(2 949

)

Operating profit after remeasurement items

 

 

 

44 492

 

41 674

 

38 779

 

Share of profits of equity accounted joint ventures, net of tax

 

39

 

2 098

 

3 810

 

1 562

 

Share of profits

 

 

 

2 097

 

3 823

 

5 021

 

Remeasurement items

 

 

 

1

 

(13

)

(3 459

)

Share of (losses)/profits of associates, net of tax

 

40

 

(41

)

334

 

504

 

Profit from operations

 

 

 

46 549

 

45 818

 

40 845

 

Net finance costs

 

 

 

(956

)

(705

)

(1 139

)

Finance income

 

41

 

1 274

 

1 220

 

669

 

Finance costs

 

42

 

(2 230

)

(1 925

)

(1 808

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before tax

 

 

 

45 593

 

45 113

 

39 706

 

Taxation

 

43

 

(14 431

)

(14 696

)

(12 595

)

Profit for year

 

 

 

31 162

 

30 417

 

27 111

 

Attributable to

 

 

 

 

 

 

 

 

 

Owners of Sasol Limited

 

 

 

29 716

 

29 580

 

26 274

 

Non-controlling interests in subsidiaries

 

 

 

1 446

 

837

 

837

 

 

 

 

 

31 162

 

30 417

 

27 111

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rand

 

Rand

 

Rand

 

Per share information

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

44

 

48,71

 

48,57

 

43,38

 

Diluted earnings per share

 

44

 

48,70

 

48,27

 

43,30

 

 

Statement of comprehensive income

for the year ended 30 June

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Profit for year

 

 

 

31 162

 

30 417

 

27 111

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

Items that can be subsequently reclassified to the income statement

 

 

 

3 604

 

4 460

 

8 153

 

Effect of translation of foreign operations

 

45

 

3 590

 

4 477

 

8 114

 

Effect of cash flow hedges

 

45

 

 

(66

)

78

 

Fair value of investments available-for-sale

 

45

 

16

 

34

 

(17

)

Tax on items that can be subsequently reclassified to the income statement

 

45

 

(2

)

15

 

(22

)

Items that cannot be subsequently reclassified to the income statement

 

 

 

(593

)

(22

)

(338

)

Remeasurements on post-retirement benefit obligations

 

45

 

(847

)

(80

)

(497

)

Tax on items that cannot be subsequently reclassified to the income statement

 

45

 

254

 

58

 

159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

 

 

34 173

 

34 855

 

34 926

 

Attributable to

 

 

 

 

 

 

 

 

 

Owners of Sasol Limited

 

 

 

32 727

 

34 002

 

34 073

 

Non-controlling interests in subsidiaries

 

 

 

1 446

 

853

 

853

 

 

 

 

 

34 173

 

34 855

 

34 926

 

 

Notes 1 to 64 are an integral part of these Consolidated Financial Statements.

 

2


 

Sasol Limited group

 

Statement of changes in equity

for the year ended 30 June

 

 

 

 

 

Share-

 

Foreign

 

 

 

 

 

 

 

Remeasurements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

based

 

currency

 

 

 

Cash flow

 

Sasol Inzalo

 

on post-

 

Share

 

 

 

 

 

 

 

 

 

 

 

Share

 

payment

 

translation

 

Investment

 

hedge

 

share

 

retirement

 

repurchase

 

 

 

 

 

Non-

 

 

 

 

 

capital

 

reserve

 

reserve

 

fair value

 

accounting

 

transaction

 

benefit

 

programme

 

Retained

 

Shareholders’

 

controlling

 

Total

 

 

 

Note 46

 

Note 47

 

Note 48

 

reserve

 

reserve

 

Note 47

 

obligations

 

Note 49

 

earnings

 

equity

 

interests

 

equity

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Balance at 30 June 2012

 

27 984

 

8 509

 

2 137

 

15

 

(13

)

(22 054

)

(1 250

)

(2 641

)

112 509

 

125 196

 

2 746

 

127 942

 

Shares issued on implementation of share options

 

727

 

 

 

 

 

 

 

 

 

727

 

 

727

 

Share-based payment expense

 

 

374

 

 

 

 

 

 

 

 

374

 

 

374

 

Transactions with non-controlling shareholders in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

8

 

8

 

Total comprehensive income for the year

 

 

 

8 098

 

(18

)

54

 

 

(335

)

 

26 274

 

34 073

 

853

 

34 926

 

Profit

 

 

 

 

 

 

 

 

 

26 274

 

26 274

 

837

 

27 111

 

Other comprehensive income for year

 

 

 

8 098

 

(18

)

54

 

 

(335

)

 

 

7 799

 

16

 

7 815

 

Dividends paid

 

 

 

 

 

 

 

 

 

 

(10 787

)

(10 787

)

(297

)

(11 084

)

Balance at 30 June 2013

 

28 711

 

8 883

 

10 235

 

(3

)

41

 

(22 054

)

(1 585

)

(2 641

)

127 996

 

149 583

 

3 310

 

152 893

 

Shares issued on implementation of share options

 

373

 

 

 

 

 

 

 

 

 

373

 

 

373

 

Share-based payment expense

 

 

267

 

 

 

 

 

 

 

 

267

 

 

267

 

Transactions with non-controlling shareholders in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

1

 

1

 

Curtailment of post-retirement benefit obligations

 

 

 

 

 

 

 

202

 

 

(202

)

 

 

 

Total comprehensive income for the year

 

 

 

4 469

 

31

 

(48

)

 

(30

)

 

29 580

 

34 002

 

853

 

34 855

 

Profit

 

 

 

 

 

 

 

 

 

29 580

 

29 580

 

837

 

30 417

 

Other comprehensive income for year

 

 

 

4 469

 

31

 

(48

)

 

(30

)

 

 

4 422

 

16

 

4 438

 

Dividends paid

 

 

 

 

 

 

 

 

 

(13 248

)

(13 248

)

(372

)

(13 620

)

Balance at 30 June 2014

 

29 084

 

9 150

 

14 704

 

28

 

(7

)

(22 054

)

(1 413

)

(2 641

)

144 126

 

170 977

 

3 792

 

174 769

 

Shares issued on implementation of share options

 

144

 

 

 

 

 

 

 

 

 

144

 

 

144

 

Share-based payment expense

 

 

501

 

 

 

 

 

 

 

 

501

 

 

501

 

Settlement of post-retirement benefit obligations

 

 

 

 

 

 

 

25

 

 

(25

)

 

 

 

Total comprehensive income for the year

 

 

 

3 585

 

14

 

 

 

(588

)

 

29 716

 

32 727

 

1 446

 

34 173

 

Profit

 

 

 

 

 

 

 

 

 

29 716

 

29 716

 

1 446

 

31 162

 

Other comprehensive income for year

 

 

 

3 585

 

14

 

 

 

(588

)

 

 

3 011

 

 

3 011

 

Dividends paid

 

 

 

 

 

 

 

 

 

(12 739

)

(12 739

)

(365

)

(13 104

)

Balance at 30 June 2015

 

29 228

 

9 651

 

18 289

 

42

 

(7

)

(22 054

)

(1 976

)

(2 641

)

161 078

 

191 610

 

4 873

 

196 483

 

 

Notes 1 to 64 are an integral part of these Consolidated Financial Statements.

 

3


 

Sasol Limited group

 

Statement of cash flows

for the year ended 30 June

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Cash receipts from customers

 

 

 

186 839

 

203 549

 

169 059

 

Cash paid to suppliers and employees

 

 

 

(125 056

)

(138 100

)

(117 153

)

Cash generated by operating activities

 

50

 

61 783

 

65 449

 

51 906

 

Finance income received

 

53

 

4 046

 

5 920

 

6 063

 

Finance costs paid

 

42

 

(2 097

)

(499

)

(523

)

Tax paid

 

28

 

(10 057

)

(13 647

)

(10 367

)

Cash available from operating activities

 

 

 

53 675

 

57 223

 

47 079

 

Dividends paid

 

54

 

(12 739

)

(13 248

)

(10 787

)

Cash retained from operating activities

 

 

 

40 936

 

43 975

 

36 292

 

Additions to non-current assets

 

 

 

(45 106

)

(38 779

)

(30 414

)

Additions to property, plant and equipment

 

2

 

(1 273

)

(4 327

)

(3 044

)

Additions to assets under construction

 

3

 

(43 754

)

(34 371

)

(27 293

)

Additions to other intangible assets

 

5

 

(79

)

(81

)

(77

)

Increase in capital project related payables

 

52

 

2 461

 

 

 

Non-current assets sold

 

55

 

472

 

185

 

525

 

Acquisition of interests in joint ventures

 

56

 

 

 

(730

)

Cash acquired on acquisition of joint ventures

 

56

 

 

 

9

 

Additional investment in joint ventures

 

 

 

(173

)

(632

)

(415

)

Acquisition of interests in associates

 

56

 

 

(519

)

 

Cash acquired on acquisition of associates

 

56

 

 

527

 

 

(Additional investments)/reimbursement of capital in associate

 

 

 

(415

)

616

 

461

 

Disposal of businesses

 

57

 

738

 

1 353

 

167

 

Net cash disposed of on disposal of businesses

 

57

 

(105

)

 

17

 

Purchase of investments

 

 

 

(224

)

(281

)

(317

)

Proceeds from sale of investments

 

 

 

264

 

237

 

278

 

Decrease/(increase) in long-term receivables

 

 

 

3

 

(520

)

(414

)

Cash used in investing activities

 

 

 

(42 085

)

(37 813

)

(30 833

)

Share capital issued on implementation of share options

 

 

 

144

 

373

 

727

 

Contributions from non-controlling shareholders in subsidiaries

 

 

 

 

3

 

37

 

Dividends paid to non-controlling shareholders in subsidiaries

 

 

 

(365

)

(372

)

(297

)

Proceeds from long-term debt

 

18

 

14 543

 

3 263

 

9 597

 

Repayments of long-term debt

 

18

 

(1 663

)

(2 207

)

(1 763

)

Proceeds from short-term debt

 

24

 

2 686

 

2 346

 

2 049

 

Repayments of short-term debt

 

24

 

(2 280

)

(2 497

)

(1 834

)

Cash generated by financing activities

 

 

 

13 065

 

909

 

8 516

 

Translation effects on cash and cash equivalents of foreign operations

 

48

 

3 095

 

455

 

583

 

Increase in cash and cash equivalents

 

 

 

15 011

 

7 526

 

14 558

 

Cash and cash equivalents at beginning of year

 

 

 

38 021

 

30 555

 

15 997

 

Reclassification to held for sale

 

 

 

 

(60

)

 

Cash and cash equivalents at end of year

 

17

 

53 032

 

38 021

 

30 555

 

 

Notes 1 to 64 are an integral part of these Consolidated Financial Statements.

 

4



 

Accounting policies and financial reporting terms

 

Sasol Limited is the holding company of the Sasol group (the group) and is domiciled in the Republic of South Africa. The following principal accounting policies were applied by the group for the financial year ended 30 June 2015. Except as otherwise disclosed, these policies are consistent in all material respects with those applied in previous years.

 

Financial reporting 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

 

Associate

 

An entity, other than a subsidiary, joint venture or joint operation, in which the group has significant influence, but no control or joint control, over financial and operating policies.

 

 

 

Business unit

 

An operation engaged in providing similar goods or services that are different to those provided by other operations.

 

The primary business units are:

 

Operating business units

 

Mining

Exploration and Production International

 

Strategic business units

 

Energy

Base Chemicals

Performance Chemicals

 

Classified as ‘other ’ in the segment report:

 

Group Functions

 

 

 

Company

 

A legal business entity registered in terms of the applicable legislation of that country.

 

 

 

Entity

 

Sasol Limited, a subsidiary, joint venture, joint operation, associate or structured entity.

 

 

 

Foreign operation

 

An entity whose activities are based or conducted in a country or currency other than those of the reporting entity (Sasol Limited).

 

 

 

Group

 

The group comprises Sasol Limited, its subsidiaries and its interests in consolidated structured entities.

 

 

 

Joint arrangement

 

An economic activity over which the group exercises joint control established under a contractual arrangement.

 

 

 

Joint control

 

The contractually agreed sharing of control which exists when decisions about the relevant activities require unanimous consent of the parties sharing control.

 

 

 

Joint venture

 

A joint arrangement in which the parties have joint control with rights to the net assets of the arrangement.

 

 

 

Joint operation

 

A joint arrangement in which parties have joint control with rights to the assets and obligations for the liabilities pertaining to the arrangement.

 

 

 

Structured entity

 

An entity designed so that voting rights are not the dominant factor in determining control of the entity. The key decisions affecting the returns of the entity are directed by means of contractual arrangements.

 

 

 

Subsidiary

 

Any entity over which the group exercises control.

 

5



 

General accounting terms

 

Acquisition date

 

The date on which control in subsidiaries, consolidated structured entities, joint control in joint arrangements and significant influence in associates commences.

 

 

 

Assets under construction

 

A non-current asset which includes land and expenditure capitalised for work in progress in respect of activities to develop, expand or enhance items of property, plant and equipment, intangible assets and exploration assets.

 

 

 

Business

 

An integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly

to investors or other owners, members or participants. Exploration activities are generally not classified as a business until the asset is producing.

 

 

 

Cash generating unit

 

The smallest identifiable group of assets which can generate cash inflows independently from other assets or groups of assets.

 

 

 

Commissioning date

 

The date that an item of property, plant and equipment, whether acquired or constructed, is brought into use.

 

 

 

Consolidated group financial statements

 

The financial results of the group which comprise the financial results of Sasol Limited, its subsidiaries, consolidated structured entities, as well as its share of the assets, liabilities, income and expenses of joint operations and interests in the financial results of joint ventures and associates.

 

 

 

Control

 

Control is obtained when an investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. When assessing the ability to control an entity, the existence of substantive potential voting rights are taken into account.

 

 

 

Corporate assets

 

Assets, other than goodwill, that contribute to the future cash flows of both the cash generating unit under review as well as other cash generating units.

 

 

 

Discontinued operation

 

A component that represents a separate major line of business or geographical area of business that, pursuant to a single plan, has either been disposed of or is classified as held for sale.

 

 

 

Discount rate

 

The rate used in determining discounted cash flows. When estimating provisions, this is the pre-tax interest rate that reflects the current market assessment of the time value of money. To the extent that, in determining the cash flows, the risks specific to the asset or liability are taken into account in determining those cash flows, they are not included in determining the discount rate.

 

 

 

Disposal date

 

The date on which control in subsidiaries, consolidated structured entities, joint control in joint arrangements and significant influence in associates ceases.

 

 

 

Exploration assets

 

Capitalised expenditure relating to the exploration for and evaluation of mineral resources (coal, oil and gas).

 

 

 

Fair value

 

The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

 

 

Financial results

 

Comprise the financial position (assets, liabilities and equity), results of operations (income and expenses) and cash flows of an entity and of the group.

 

 

 

Functional currency

 

The currency of the primary economic environment in which an entity operates.

 

 

 

Long-term

 

A period longer than 12 months from the reporting date.

 

 

 

Market participants

 

Buyers and sellers in a principal market (or most advantageous market) who are independent, knowledgeable, willing and able to exchange an asset or settle a liability in an arm’s length transaction.

 

 

 

Mineral assets

 

Capitalised expenditure relating to producing coal, oil and gas properties, including development costs and previously capitalised exploration assets.

 

6



 

General accounting terms

 

Other comprehensive income

 

Comprises items of income and expense (including reclassification adjustments) that are not recognised in the income statement and includes the effect of translation of foreign operations, cash flow hedges, re-measurements of defined benefit plans and available-for-sale financial assets, including the tax effect thereof.

 

 

 

Power

 

Existing rights that provide the entity with the current ability to direct relevant activities.

 

 

 

Presentation currency

 

The currency in which financial results of an entity are presented.

 

 

 

Qualifying asset

 

An asset that necessarily takes a substantial period (normally in excess of 12 months) of time to get ready for its intended use.

 

 

 

Recoverable amount

 

The amount that reflects the greater of the fair value less costs of disposal and value in use that can be attributed to an asset as a result of its ongoing use by the entity. Value in use is estimated using a discounted cash flow model. The future cash flows are adjusted for risks specific to the asset and are discounted using a discount rate. This discount rate is derived from the group’s weighted average cost of capital and is adjusted where applicable to take into account any specific risks relating to the country where the asset or cash-generating unit is located. The rate applied in each country is reassessed each year. The recoverable amount may be adjusted to take into account recent market transactions for a similar asset.

 

 

 

Related party

 

Parties are considered to be related if one party directly or indirectly has the ability to control or jointly control the other party or exercise significant influence over the other party or is a member of the key management of the reporting entity (Sasol Limited).

 

 

 

Relevant activities

 

Activities of an investee that significantly affect its returns.

 

 

 

Revenue

 

Comprises turnover, dividends received and interest received.

 

 

 

Share-based payment

 

A transaction in which an entity issues equity instruments, share options or incurs a liability to pay cash based on the price of the entity’s equity instruments to another party as compensation for goods received or services rendered.

 

 

 

Significant influence

 

The ability, directly or indirectly, to participate in, but not exercise control or joint control over,

the financial and operating policy decisions of an entity so as to obtain economic benefit from its activities.

 

 

 

Turnover

 

Comprises revenue generated by operating activities and includes sales of products, services rendered, licence fees and royalties, net of indirect taxes, rebates and trade discounts.

 

 

 

Remeasurement items

 

Comprises items of income and expense recognised in the income statement that are less closely aligned to the operating or trading activities of the reporting entity and includes, inter alia, the impairment of non-current assets, profit or loss on disposal of non-current assets including businesses and investments in equity accounted joint ventures, and scrapping of assets.

 

7



 

Financial instrument terms

 

Available-for-sale financial asset

 

A financial asset that has been designated as available-for-sale or a financial asset other than those classified as loans and receivables, financial assets at fair value through profit or loss, held-to-maturity investments or derivative instruments.

 

An investment intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, is classified as a non-current available-for-sale financial asset.

 

 

 

Cash and cash equivalents

 

Comprise cash on hand, cash restricted for use, bank overdraft, demand deposits and other short-term highly liquid investments with a maturity period of three months or less at date of purchase.

 

 

 

Cash flow hedge

 

A hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction.

 

 

 

Cash restricted for use

 

Cash and cash equivalents which are not available for general use by the group, including amounts held in escrow, trust or other separate bank accounts.

 

 

 

Derivative instrument

 

A financial instrument:

 

· whose value changes in response to movements in a specified interest rate, commodity price, foreign exchange rate or similar variable;

· that requires minimal initial net investment; and

· whose terms require or permit settlement at a future date.

 

 

 

Effective interest rate

 

The derived rate that discounts the expected future cash flows of a financial asset or liability to the current net carrying amount.

 

 

 

Equity instrument

 

Any financial instrument (including investments) that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

 

 

 

Financial asset

 

Cash or cash equivalents, a contractual right to receive cash, an equity instrument of another entity or a contractual right to exchange a financial instrument under favourable conditions.

 

 

 

Financial liability

 

A contractual obligation to pay cash or transfer other benefits or an obligation to exchange a financial instrument under unfavourable conditions. This includes debt.

 

 

 

Financial guarantee

 

A contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of the debt instrument.

 

 

 

Financial assets at fair value through profit or loss

 

A financial asset that the group has designated in this category because it is managed based on its fair value at each reporting period, a derivative financial instrument that is not used for hedging purposes and other financial assets that are frequently traded in.

 

 

 

Held-to-maturity investment

 

A non-derivative financial asset with a fixed maturity and fixed or determinable future payments, that management has the positive intent and ability to hold to maturity. Such a financial asset is classified as a non-current asset, except when it has a maturity within 12 months from the reporting date, in which case it is classified as a current asset.

 

 

 

Loans and receivables

 

A financial asset with fixed or determinable repayments that are not quoted in an active market, other than:

 

· a derivative instrument;

· financial assets at fair value through profit or loss; or

· an available-for-sale financial asset.

 

 

 

Monetary asset

 

An asset which will be settled in a fixed or determinable amount of money.

 

 

 

Monetary liability

 

A liability which will be settled in a fixed or determinable amount of money.

 

 

 

Transaction date

 

The date an entity commits itself to purchase or sell a financial instrument.

 

8



 

Statement of compliance

 

The consolidated 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 South African Companies Act, 2008. The consolidated financial statements were approved for issue by the board of directors on 4 September 2015 and will be presented for approval at the Annual General Meeting of shareholders on 4 December 2015.

 

Accounting standards, interpretations and amendments to published accounting standards

 

During the current financial year, the following accounting standards, interpretations and amendments to published accounting standards were adopted by the group:

 

Standard

 

Nature of the 
change

 

Date published

 

Effective date

 

Impact on financial position 
or performance

Accounting for Acquisitions of Interests in Joint Operations (Amendment to IFRS 11)

 

Amendment

 

May 2014

 

1 January 2016

 

No impact

Clarification of Acceptable Methods of Depreciation and Amortisation

 

Amendment

 

August 2014

 

1 January 2016

 

No impact

(Amendments to IAS 16 and
IAS 38)

 

 

 

 

 

 

 

The principles contained in the amendment are currently being applied in the Sasol group.

Equity method in Separate
Financial Statements

 

Amendment

 

August 2014

 

1 January 2016

 

No impact for the Sasol group financial position or performance.

(Amendments to IAS 27)

 

 

 

 

 

 

 

The equity method will be applied in the Separate Financial Statements for associates and equity-accounted joint ventures.

 

 

 

 

 

 

 

 

We do not expect a material impact on the financial performance or financial position.

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
(Amendments to IFRS 10 and IAS 28)

 

Amendment

 

September 2014

 

1 January 2016

 

No impact. The principles contained in the amendment are currently being applied in the Sasol group.

Annual Improvements 2014

 

Amendments to various standards

 

September 2014

 

1 January 2016

 

No material impact for the group

 

9



 

The following accounting standards, interpretations and amendments to published accounting standards which are relevant to Sasol but not yet effective, have not been adopted in the current year:

 

 

 

 

 

 

 

 

 

 

Standard

 

Date published

 

Effective date *

 

Anticipated impact on Sasol

IFRS 9, Financial Instruments (Amended)

 

24 July 2014

 

1 January 2018

 

IFRS 9 introduced new requirements for classifying and measuring financial assets and liabilities by introducing a fair value through other comprehensive income category for certain debt instruments. It also contains a new impairment model which will result in earlier recognition of losses and new hedging guidance which will require the implementation of new models, systems and processes.

 

The effective date for adoption of this standard is for periods commencing on or after 1 January 2018. We do not expect the adoption of IFRS 9 to have significant impact on total assets, total liabilities, guarantees, equity, earnings and earnings per share.

 

 

 

 

 

 

 

IFRS 15, Revenue from contracts with customers

 

28 May 2014

 

1 January 2018

 

IFRS 15 contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognised. The underlying principle is that an entity will recognise revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services.

 

The effective date for adoption of this standard is for periods commencing on or after 1 January 2018. We are currently reviewing the effects of the standard and will consider adoption when appropriate.

 


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

 

10


 

Principal accounting policies

 

Basis of preparation of financial results

 

The consolidated financial statements are prepared using the historic cost convention except that, as set out in the accounting policies below, certain items, including derivative instruments, liabilities for cash-settled share-based payment schemes, financial assets at fair value through profit or loss and available-for-sale financial assets, are stated at fair value.

 

The consolidated financial statements are prepared on the going concern basis.

 

Except as otherwise disclosed, these accounting policies are consistent with those applied in previous years.

 

These accounting policies are consistently applied throughout the group.

 

Basis of consolidation of financial results

 

The consolidated financial statements reflect the financial results of the group as well as its share of the assets, liabilities, income and expenses of joint operations and interests in the financial results of joint ventures and associates. All financial results are consolidated with similar items on a line by line basis except for investments in associates and joint ventures, which are included in the group’s results as set out below.

 

Subsidiaries are entities controlled by the group. The effects of potential voting rights that are substantive are also considered when assessing whether the group controls another entity. The financial results of subsidiaries are consolidated into the group’s results from acquisition date until disposal date.

 

Structured entities controlled by the group The financial results of structured entities are consolidated into the group’s results from the date that the group controls the structured entity until the date that control ceases. Control exists where the group, based on an evaluation of the substance of the relationship with the structured entity, has exposure, or rights, to variable returns from the group’s involvement with the structured entity and has the ability to affect those returns through power over the structured entity.

 

Inter-company transactions, balances and unrealised gains and losses between entities are eliminated on consolidation. To the extent that a loss on such a transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss of a non-current asset, that loss is charged to the income statement.

 

Interests in equity accounted investees The group’s interests in equity accounted investees comprise of interests in associates and joint ventures.

 

The financial results of associates and joint ventures are included in the group’s results according to the equity method from acquisition date until the disposal date. Under the equity method, investments in associates and joint ventures are recognised initially at cost. Subsequent to the acquisition date, the group’s share of profits or losses of associates and joint ventures is charged to the income statement as equity accounted earnings and its share of movements in equity reserves is recognised as other comprehensive income or equity as appropriate. All cumulative post-acquisition movements in the equity of associates and joint ventures are adjusted against the cost of the investment. When the group’s share of losses in associates and joint ventures equals or exceeds its interest in those associates and joint ventures, the carrying amount of the investment is reduced to zero, and the group does not recognise further losses, unless the group has incurred a legal or constructive obligation or made payments on behalf of those associates and joint ventures.

 

In respect of associates and joint ventures, where appropriate, unrealised gains and losses are eliminated to the extent of the group’s interest in these entities. To the extent that a loss on a transaction provides evidence of an impairment loss on the equity accounted investment, that loss is charged to the income statement. Where assets are sold or contributed by the group to its associate or joint venture, the gains or losses on the sale of those assets are recognised only to the extent of the outside investor’s interests. Where the assets constitute a business, the full gain or loss is recognised by the group.

 

Goodwill relating to associates and joint ventures forms part of the carrying amount of those associates and joint ventures.

 

The total carrying amount of each associate and joint venture is evaluated annually, as a single asset, for impairment or when objective evidence is identified which indicates that the investment in associate or joint venture is impaired. This includes the identification of conditions which indicate that a decline in fair value below the carrying amount is other than temporary. If impaired, the carrying amount of the investment in associates and joint ventures are written down to its estimated recoverable amount in accordance with the accounting policy on impairment and is charged to the income statement. A previously recognised impairment loss will be reversed, insofar as estimates change as a result of an event occurring after the impairment loss was recognised.

 

11



 

Associates and joint ventures whose financial year ends are within three months of 30 June are included in the consolidated financial statements using their most recently audited financial results. Adjustments are made to the associates’ and joint ventures financial results for material transactions and events in the intervening period.

 

Foreign currency translation

 

Items included in the financial results of each entity are measured using the functional currency of that entity. The consolidated financial results are presented in rand, which is Sasol Limited’s functional and presentation currency, rounded to the nearest million.

 

Foreign currency transactions Income and expenditure transactions are translated into the functional currency of the entity at the rate of exchange ruling at the transaction date. To the extent that transactions occur regularly throughout the year, they are translated at the average rate of exchange for the year since this approximates the actual exchange rates at which those transactions occurred.

 

Monetary assets and liabilities are translated into the functional currency of the entity at the rate of exchange ruling at the reporting date. Foreign exchange gains and losses resulting from the translation and settlement of monetary assets and liabilities are recognised in the income statement, except when they relate to cash flow hedging activities in which case these gains and losses for the effective portion are recognised as other comprehensive income and are included in the cash flow hedge accounting reserve.

 

Foreign operations The financial results of all entities that have a functional currency different from the presentation currency of their parent entity are translated into the presentation currency. Income and expenditure transactions of foreign operations are translated at the average rate of exchange for the year except for significant individual transactions which are translated at the exchange rate ruling at that date. All assets and liabilities, including fair value adjustments and goodwill arising on acquisition, are translated at the rate of exchange ruling at the reporting date. Differences arising on translation are recognised as other comprehensive income and are included in the foreign currency translation reserve.

 

When the settlement of a monetary item, arising from a receivable or from a payable to a foreign operation, is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are included in the foreign currency translation reserve.

 

On consolidation, differences arising from the translation of the net investment in a foreign operation are recognised as other comprehensive income and are included in the foreign currency translation reserve.

 

On loss of control, joint control or significant influence of the operation, the cumulative gains and losses previously recognised in the foreign currency translation reserve through the statement of comprehensive income are included in determining the profit or loss on disposal of that operation recognised in the income statement as part of the gain or loss on the disposal. When the group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant portion of the cumulative foreign currency translation reserve is reattributed to non-controlling interests. When the group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant portion of the cumulative foreign currency translation reserve is reclassified to the income statement.

 

Property, plant and equipment

 

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Land is not depreciated.

 

The cost of self-constructed assets includes expenditure on materials, direct labour and an allocated proportion of project overheads. Cost also includes the estimated costs of dismantling and removing the assets and site rehabilitation costs to the extent that they relate to the construction of the asset as well as gains or losses on qualifying cash flow hedges attributable to that asset. When regular major inspections are a condition of continuing to operate an item of property, plant and equipment, and plant shutdown costs will be incurred, an estimate of these shutdown costs are included in the carrying value of the asset at initial recognition. Land acquired, as well as costs capitalised for work in progress in respect of activities to develop, expand or enhance items of property, plant and equipment are classified as part of assets under construction.

 

Finance expenses in respect of specific and general borrowings are capitalised against qualifying assets as part of assets under construction.

 

When plant and equipment comprises major components with different useful lives, these components are accounted for as separate items. Expenditure incurred to replace or modify a significant component of plant is capitalised and any remaining carrying amount of the component replaced is written off in the income statement. All other maintenance expenditure is charged to the income statement.

 

12



 

Property, plant and equipment, other than mineral assets, is depreciated to its estimated residual value on a straight-line basis over its expected useful life. Mineral assets are depreciated in accordance with the policy set out below on exploration, evaluation and development. The depreciation methods, estimated remaining useful lives and residual values are reviewed at least annually. The estimation of the useful lives of property, plant and equipment is based on historic performance as well as expectations about future use and therefore requires a significant degree of judgement to be applied by management. The following depreciation rates, based on the estimated useful lives of the respective assets, were applied:

 

Buildings and improvements

 

 

%

2 – 5

 

Retail convenience centres

 

 

%

3 – 5

 

Plant

 

 

%

4 – 5

 

Equipment

 

 

%

10 – 33

 

Vehicles

 

 

%

20 – 33

 

Mineral assets

 

 

%

Life of related reserve base

 

 

The carrying amount of property, plant and equipment will be derecognised on disposal or when no future economic benefits are expected from its use. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment and are recognised in the income statement.

 

Exploration, evaluation and development

 

Oil and gas The successful efforts method is used to account for natural oil and gas exploration, evaluation and development activities.

 

Property and licence acquisition costs as well as development cost, including expenditure incurred to drill and equip development wells on proved properties, are capitalised as part of assets under construction and transferred to mineral assets in property, plant and equipment when the assets begin producing.

 

On completion of an exploratory well or exploratory-type stratigraphic test well, the entity will be able to determine if there are oil or gas resources. The classification of resources as proved reserves depends on whether development of the property is economically feasible and recoverable in the future, under existing economic and operating conditions, and if any major capital expenditure to develop the property as a result of sufficient quantities of additional proved reserves being identified is justifiable, approved and recoverable.

 

The cost of exploratory wells through which potential proved reserves may be or have been discovered, and the associated exploration costs are capitalised as exploration and evaluation assets in assets under construction. These costs remain capitalised pending the evaluation of results and the determination of whether there are proved reserves. At each reporting date, exploration and evaluation assets are assessed for impairment. The following conditions must be met for these exploration costs to remain capitalised:

 

·        Sufficient progress is being made in assessing the oil and gas resources, including assessing the economic and operating viability with regards to developing the property.

 

·        It has been determined that sufficient oil and gas resources or reserves exist which are economically viable based on a range of technical and commercial considerations to justify the capital expenditure required for the completion of the well as a producing well, either individually or in conjunction with other wells.

 

Progress in this regard is reassessed at each reporting date and is subject to technical, commercial and management review to ensure sufficient justification for the continued capitalisation of such qualifying exploration and evaluation expenditure as an exploration and evaluation asset as part of assets under construction. If both of the above conditions are not met or if information is obtained that raises substantial doubt about the economic or operating viability, the costs are charged to the income statement.

 

Exploratory wells and exploratory-type stratigraphic test wells can remain suspended on the statement of financial position for several years while additional activity including studies, appraisal, drilling and/or seismic work on the potential oil and gas field is performed or while the optimum development plans and timing are established in the absence of impairment indicators.

 

Depreciation of mineral assets on producing oil and gas properties is based on the units-of-production method calculated using estimated proved developed reserves. Depreciation of property acquisition costs, capitalised as part of mineral assets in property, plant and equipment, is based on the units-of-production method calculated using estimated proved reserves.

 

Expenditures relating to dry exploratory wells are charged to the income statement when the well is identified as being dry and the costs of carrying and retaining undeveloped properties are charged to the income statement as incurred.

 

13



 

Coal mining Coal mining exploration and evaluation expenditure is charged to the income statement until completion of a final feasibility study supporting proved and probable coal reserves. Expenditure incurred subsequent to proved and probable coal reserves being identified is capitalised as exploration assets in assets under construction.

 

Expenditure on producing mines or development properties is capitalised when excavation or drilling is incurred to extend reserves or further delineate existing proved and probable coal reserves. All development expenditure incurred after the commencement of production is capitalised to the extent that it gives rise to probable future economic benefits.

 

Life-of-mine coal assets are depreciated using the units-of-production method. A unit is considered to be produced once it has been removed from underground and taken to the surface, passed the bunker and has been transported by conveyor over the scale of the shaft head. The calculation is based on proved and probable reserves assigned to that specific mine (accessible reserves) or complex which benefits from the utilisation of those assets. Inaccessible reserves are excluded from the calculation. Other coal mining assets are depreciated on the straight-line method over their estimated useful lives.

 

Business combinations

 

The acquisition method is used when a business is acquired. A business may comprise an entity, group of entities or an unincorporated operation including its operating assets and associated liabilities. An acquisition of an interest in a joint operation is accounted for using the acquisition method only when the activity of the joint operation constitutes a business.

 

On acquisition date, fair values are attributed to the identifiable assets, liabilities and contingent liabilities. A non-controlling interest at acquisition date is measured at fair value or at its proportionate interest in the fair value of the net identifiable assets of the entity acquired on a transaction by transaction basis, including that component of the non-controlling interest which has a present ownership interest.

 

Fair values of all identifiable assets and liabilities included in the business combination are determined by reference to market values of those or similar items, where available, or by discounting expected future cash flows using the discount rate to present values.

 

When an acquisition is achieved in stages (step acquisition), the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in the income statement.

 

When there is a change in the interest in a subsidiary after control is obtained, that does not result in a loss in control, the difference between the fair value of the consideration transferred and the amount by which the non-controlling interest is adjusted is recognised directly in the statement of changes in equity.

 

The consideration transferred is the fair value of the group’s contribution to the business combination in the form of assets transferred, shares issued, liabilities assumed or contingent consideration at the acquisition date. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in the income statement. Transaction costs directly attributable to the acquisition are charged to the income statement.

 

On acquisition date, goodwill is recognised when the consideration transferred, the fair value of any previously held interests and the recognised amount of non-controlling interests exceeds the fair value of the net identifiable assets of the entity acquired. Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of these transactions. The adjustments to non-controlling interest are based on a proportionate amount of the net assets of the subsidiary. Goodwill is tested at each reporting date for impairment.

 

To the extent that the fair value of the net identifiable assets of the entity acquired exceeds the consideration transferred and the recognised amount of non-controlling interests, the excess, or bargain purchase gain, is recognised in the income statement on acquisition date.

 

The profit or loss realised on disposal of an entity is calculated after taking into account the carrying amount of any related goodwill.

 

Business combinations under common control

 

Common control transactions are business combinations between entities which are ultimately controlled by Sasol Limited.

 

The group applies the predecessor accounting method when accounting for common control transactions, whereby the assets and liabilities of the combining entities are not adjusted to fair value but are rather transferred at their carrying amounts at the date of the transaction. Any difference between the consideration paid/transferred and the net asset value ‘acquired’ is recognised in retained earnings. No new goodwill will be recognised as a result of the common control transaction. The statement of financial position and income statement will be adjusted from the date of the transaction.

 

14



 

Other intangible assets

 

Intangible assets, other than goodwill (refer policy above on business combinations), are stated at cost less accumulated amortisation and accumulated impairment losses.

 

These intangible assets are recognised if it is probable that future economic benefits will flow to the entity from the intangible assets and the costs of the intangible assets can be reliably measured.

 

Intangible assets with finite useful lives are amortised on a straight-line basis over their estimated useful lives. The amortisation methods and estimated remaining useful lives are reviewed at least annually. The estimation of the useful lives of other intangible assets is based on historic performance as well as expectations about future use and therefore requires a significant degree of judgement to be applied by management. The following amortisation rates, based on the estimated useful lives of the respective assets were applied:

 

Software

 

 

%

17 – 33

 

Patents and trademarks

 

 

%

20

 

Other intangible assets

 

 

%

6 – 33

 

 

Intangible assets with indefinite useful lives are not amortised but are tested at each reporting date for impairment. The assessment that the estimated useful lives of these assets are indefinite is reviewed at least annually.

 

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.

 

Research and development Research expenditure relating to gaining new technical knowledge and understanding is charged to the income statement when incurred.

 

Development expenditure relating to the production of new or substantially improved products or processes is capitalised if the costs can be measured reliably, the products or processes are technically and commercially feasible, future economic benefits are probable, and the group intends to and has sufficient resources to complete development and to use or sell the asset. All remaining development expenditure is charged to the income statement.

 

Cost includes expenditure on materials, direct labour and an allocated proportion of project overheads.

 

Software Purchased software and the direct costs associated with the customisation and installation thereof are capitalised.

 

Expenditure on internally-developed software is capitalised if it meets the criteria for capitalising development expenditure.

 

Other software development expenditure is charged to the income statement when incurred.

 

Patents and trademarks Expenditure on purchased patents and trademarks is capitalised. Expenditure incurred to extend the term of the patents or trademarks is capitalised. All other expenditure is charged to the income statement when incurred.

 

Emission rights Emission rights (allowances) received from a government or a government agency and expenditure incurred on purchasing allowances are capitalised as indefinite life intangible assets at the quoted market price on acquisition date and are subject to an annual impairment test.

 

Non-current asset or disposal group held for sale

 

A non-current asset or disposal group (a business grouping of assets and their related liabilities) is designated as held for sale when its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The classification as held for sale of a non-current asset or disposal group occurs when it is available for immediate sale in its present condition and the sale is highly probable. A sale is considered highly probable if management is committed to a plan to sell the non-current asset or disposal group, an active divestiture programme has been initiated, the non-current asset or disposal group is marketed at a price reasonable to its fair value and the disposal will be completed within one year from classification.

 

Where a disposal group held for sale will result in the loss of control or joint control of a subsidiary or joint operation, respectively, all the assets and liabilities of that subsidiary or joint operation are classified as held for sale, regardless of whether a non-controlling interest in the former subsidiary or an ongoing interest in the joint operation is to be retained after the sale.

 

Where a disposal group held for sale will result in the loss of joint control of a joint venture or significant influence of an associate, the full investment is classified as held for sale. Equity accounting ceases from the date the joint venture or associate is classified as held for sale.

 

Upon classification of a non-current asset or disposal group as held for sale it is reviewed for impairment. The impairment loss charged to the income statement is the excess of the carrying amount of the non-current asset or disposal group over its expected fair value less costs to sell.

 

15



 

No depreciation or amortisation is provided on non-current assets from the date they are classified as held for sale. In addition, equity accounting of equity-accounted investees ceases once classified as held for sale or distribution.

 

If a non-current asset or disposal group is classified as held for sale, but the criteria for classification as held for sale are no longer met, the classification of such non-current asset or disposal group as held for sale is ceased.

 

On ceasing such classification, the non-current assets are reflected at the lower of:

 

·        the carrying amount before classification as held for sale adjusted for any depreciation or amortisation that would have been recognised had the assets not been classified as held for sale; or

 

·        the recoverable amount at the date the classification as held for sale ceases. The recoverable amount is the amount at which the asset would have been recognised after the allocation of any impairment loss arising on the cash generating unit as determined in accordance with the group’s policy on impairment of non-financial assets.

 

Any adjustments required to be made on reclassification are recognised in the income statement on reclassification, and included in income from continuing operations.

 

Where the disposal group was also classified as a discontinued operation, the subsequent classification as held for use also requires that the discontinued operation be included in continuing operations. Comparative information relating to the classification as a discontinued operation is restated accordingly.

 

Impairment of non-financial assets

 

The group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, to determine whether there is any indication of impairment. An impairment test is performed on all goodwill, intangible assets not yet in use and intangible assets with indefinite useful lives at each reporting date.

 

The impairment loss charged to the income statement is the excess of the carrying amount over the recoverable amount.

 

Recoverable amounts are estimated for individual assets or, where an individual asset cannot generate cash inflows independently, the recoverable amount is determined for the larger cash-generating unit to which the asset belongs.

 

Cash-generating units are identified along the integrated value chain of the group, based on an evaluation of whether there is an active market for the output produced by the assets or group of assets, the market’s ability to absorb products produced and access to the market.

 

In Southern Africa, the coal value chain originates with feedstock mined in Secunda and continues along the integrated processes of the operating business units in Secunda and Sasolburg, ultimately resulting in fuels and chemicals-based product lines. Similarly, the gas value chain starts with the feedstock obtained in Mozambique and continues along the refinement processes in Secunda and Sasolburg, ultimately resulting in fuels and chemicals-based product lines. The assets which support the different product lines are considered to be separate cash generating units.

 

In the US, the ethylene value chain results in various chemicals-based product lines, sold into active markets. The assets which support the different chemicals-based product lines are considered to be separate cash generating units.

 

In Europe, the identification of separate cash generating units is based on the various product streams that have the ability to be sold into active markets by the European business units.

 

By-products are sometimes produced incidentally from the main refinement processes and can be sold into active markets. When this is the case, the assets that are directly attributable to the production of the by-products, are classified as separate cash generating units. The cost of conversion of the by-product is compared against the by-products revenue when assessing the asset for impairment.

 

Some assets are an integral part of the value chain but are not capable of generating independent cash flows because there is no active market for the product streams produced from these assets, or the market does not have the ability to absorb the product streams produced from these assets or it is not practically possible to access the market due to infrastructure constraints that would be costly to construct. Product streams produced by these assets form an input into another process and accordingly do not have an active market. These assets are classified as corporate assets when their output supports the production of multiple product streams that are ultimately sold into an active market. The group’s corporate assets are allocated to the relevant cash generating unit based on a cost or volume contribution metric. Costs incurred by the corporate asset are allocated to the appropriate cash generating unit at cost. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the cash-generating unit to which the corporate asset belongs.

 

16



 

For the purposes of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored internally. Impairment losses recognised in respect of a cash-generating unit are first allocated to reduce the carrying amount of the goodwill allocated to the unit and then to reduce the carrying amounts of the other assets in the unit on a pro rata basis relative to their carrying amounts.

 

With the exception of goodwill, a previously recognised impairment loss will be reversed insofar as estimates change as a result of an event occurring after the impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised. A reversal of an impairment loss is recognised in the income statement.

 

An impairment loss in respect of an equity accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount.

 

Exploration assets are tested for impairment when development of the property commences or whenever facts and circumstances indicate impairment. An impairment loss is recognised for the amount by which the exploration assets’ carrying amount exceeds their recoverable amount. For the purpose of assessing impairment, the relevant exploration assets are included in the existing cash-generating units of producing properties that are located in the same geographic region.

 

Financial assets

 

The group classifies its financial assets into the following categories:

 

· held-to-maturity financial assets;

 

· loans and receivables;

 

· available-for-sale financial assets;

 

· financial assets at fair value through profit or loss; and

 

· derivative instruments (set out below).

 

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, except for those financial assets at fair value through profit or loss, where this designation is made on initial recognition and is irrevocable.

 

Financial assets held for trading are classified at fair value through profit or loss. The group manages these investments and makes purchase and sale decisions based on their fair value. Attributable transaction costs are recognised in the income statement as incurred. Financial assets at fair value through profit or loss are stated initially at transaction date at fair value and subsequent changes therein, which takes into account any dividend or interest income, are charged to the income statement.

 

Financial assets are recognised on transaction date when the group becomes a party to the contract and thus obtains rights to receive economic benefits and are derecognised when these rights expire or are transferred.

 

Financial assets, with the exception of those held at fair value through profit or loss, are stated initially on transaction date at fair value including transaction costs. Held-to-maturity financial assets and loans and receivables are subsequently stated at amortised cost using the effective interest method, less impairment losses. 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 or amounts derived using a discounted cash flow model. Fair values for unlisted equity securities are estimated using valuation techniques reflecting the specific economic circumstances of the investee which would affect the market value of those securities.

 

Premiums or discounts arising from the difference between the fair value of a financial asset and the amount receivable at maturity date are charged to the income statement based on the effective interest method.

 

An assessment is performed at each reporting date to determine whether objective evidence exists that a financial asset is impaired. Objective evidence that financial instruments are impaired includes indications of a debtor or group of debtors experiencing significant financial difficulty, default or delinquency of payments, the probability of a debtor entering bankruptcy, or other observable data indicating a measurable decrease in estimated future cash flows, such as economic conditions that

 

17



 

correlate with defaults. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Impairment losses are charged to the income statement and are included in the allowance against loans and receivables. When a subsequent event causes the impairment loss to decrease, the impairment loss is reversed in the income statement. Loans and receivables, together with the associated allowance, are written off when there is no realistic prospect of future recovery. 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 the contract and thus has a contractual obligation and are derecognised when these contractual obligations are discharged, cancelled or expired.

 

Financial liabilities are stated initially on the transaction date at fair value including transaction costs. Subsequently, they are stated at amortised cost using the effective interest method.

 

Financial assets and liabilities are offset and the net amount presented when the group has a current legal enforceable right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

Derivative financial instruments and hedging activities

 

All derivative financial instruments are initially recognised at fair value and are subsequently stated at fair value at the reporting date. Attributable transaction costs are recognised in the income statement when incurred. Resulting gains or losses on derivative instruments, excluding designated and effective hedging instruments, are recognised in the income statement.

 

The group is exposed to market risks from changes in interest rates, foreign exchange rates and commodity prices. The group uses derivative instruments to hedge its exposure to these risks. To the extent that a derivative instrument has a maturity period of longer than one year, the fair value of these instruments will be reflected as a non-current asset or liability.

 

The group’s criteria for a derivative instrument to be designated as a hedging instrument at the inception of the transaction require that:

 

·        the hedge transaction is expected to be highly effective in achieving offsetting changes in fair value or cash flows attributable to the hedged risk;

 

·        the effectiveness of the hedge can be reliably measured throughout the duration of the hedge;

 

·        there is adequate documentation of the hedging relationship at the inception of the hedge; and

 

·        for cash flow hedges, the forecast transaction that is the subject of the hedge must be highly probable.

 

Where a derivative instrument is designated as a cash flow hedge of an asset, liability or highly probable forecast transaction that could affect the income statement, the effective part of any gain or loss arising on the derivative instrument is recognised as other comprehensive income and is classified as a cash flow hedge accounting reserve until the underlying transaction occurs. The ineffective part of any gain or loss is recognised in the income statement. If the hedging instrument no longer meets the criteria for cash flow hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively.

 

If the forecast transaction results in the recognition of a non-financial asset or non-financial liability, the associated gain or loss is transferred from the cash flow hedge accounting reserve, as other comprehensive income, to the underlying asset or liability on the transaction date. If the forecast transaction is no longer expected to occur, then the cumulative balance in other comprehensive income is recognised immediately in the income statement as reclassification adjustments. Other cash flow hedge gains or losses are recognised in the income statement at the same time as the hedged transaction occurs.

 

When derivative instruments, including forward exchange contracts, are entered into as fair value hedges, no hedge accounting is applied. All gains and losses on fair value hedges are recognised in the income statement.

 

Inventories

 

Inventories are stated at the lower of cost and net realisable value. Cost includes expenditure incurred in acquiring, manufacturing and transporting the inventory to its present location. Manufacturing costs include an allocated portion of production overheads which are directly attributable to the cost of manufacturing such inventory. The allocation is determined based on the greater of normal production capacity and actual production. The costs attributable to any inefficiencies in the production process are charged to the income statement as incurred.

 

18


 

By-products are incidental to the manufacturing processes and are usually produced as a consequence of the main product stream. The feedstock for these by-products is generally environmentally damaging or harmful as a result of the main process. The net realisable value of by-products transferred along the integrated value chain for further processing is set off against the cost of the main product. Where by-products are sold to the external market, the proceeds thereof are recognised as turnover.

 

Cost is determined as follows:

 

Crude oil and other raw materials

 

First-in-first-out valuation method (FIFO)

Process, maintenance and other materials

 

Weighted average purchase price

Work-in-progress

 

Manufacturing costs incurred

Manufactured products including consignment inventory

 

Manufacturing costs according to FIFO

 

Net realisable value is the estimated selling price in the ordinary course of business, less the cost of completion and selling expenses.

 

Trade and other receivables

 

Trade and other receivables are recognised initially at fair value and subsequently stated at amortised cost using the effective interest method, less impairment losses. An impairment loss is recognised when it is probable that an entity will not be able to collect all amounts due according to the original terms of the receivable. The amount of the impairment loss is charged to the income statement.

 

Cash and cash equivalents

 

Cash and cash equivalents are stated at carrying amount which is deemed to be fair value.

 

Bank overdrafts are offset against cash and cash equivalents in the statement of cash flows.

 

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.

 

Share repurchase programme

 

When Sasol Limited’s shares are repurchased by a subsidiary, the amount of consideration paid, including directly attributable costs, is recognised as a deduction from shareholders’ equity. Repurchased shares are classified as treasury shares and are disclosed as a deduction from total equity. Where such shares are subsequently reissued, any consideration received is included in the statement of changes in equity. The resultant gain or loss on the transaction is transferred to or from retained earnings.

 

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 12 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.

 

Leases

 

Finance leases Leases where the group assumes substantially all the benefits and risks of ownership, are classified as finance leases. Finance leases are capitalised as property, plant and equipment at the lower of the fair value of the leased asset or the present value of the minimum lease payments at the inception of the lease with an equivalent amount being stated as a finance lease liability as part of debt.

 

The capitalised amount is depreciated over the shorter of the lease term and asset’s useful life depending on whether it is reasonably certain that the group will obtain ownership of the leased asset by the end of the leased term. Lease payments are allocated between capital repayments and finance expenses using the effective interest method.

 

19



 

Operating leases of assets under which all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Lease payments under an operating lease are charged to the income statement over the lease term on a straight-line basis unless another basis is more representative of the pattern of use.

 

The land and the buildings elements of a lease are considered separately for the purpose of lease classification as a finance or an operating lease.

 

Provisions

 

A provision is recognised when the group has a present legal or constructive obligation arising from a past event that will probably be settled, and a reliable estimate of the amount can be made.

 

Long-term provisions are determined by discounting the expected future cash flows using a pre-tax discount rate to their present value. The increase in discounted long-term provisions as a result of the passage of time is recognised as a finance expense in the income statement.

 

Environmental rehabilitation provisions Estimated long-term environmental provisions, comprising pollution control, rehabilitation and mine closure, are based on the group’s environmental policy taking into account current technological, environmental and regulatory requirements. The provision for rehabilitation is recognised as and when the environmental liability arises. To the extent that the obligations relate to the construction of an asset, they are capitalised as part of the cost of those assets. The effect of subsequent changes to assumptions in estimating an obligation for which the provision was recognised as part of the cost of the asset is adjusted against the asset. Any subsequent changes to an obligation which did not relate to the initial construction of a related asset are charged to the income statement. Deferred tax is recognised on the temporary differences in relation to both the asset to which the obligation relates and the rehabilitation provision.

 

Decommissioning costs of plant and equipment The estimated present value of future decommissioning costs, taking into account current environmental and regulatory requirements, is capitalised as part of property, plant and equipment, to the extent that they relate to the construction of the asset, and the related provisions are raised. These estimates are reviewed at least annually. The effect of subsequent changes to assumptions in estimating an obligation for which the provision was recognised as part of the cost of the asset is adjusted against the asset. Any subsequent changes to an obligation which did not relate to the initial construction of a related asset are charged to the income statement. Deferred tax is recognised on the temporary differences in relation to both the asset to which the obligation relates to and rehabilitation provision.

 

Ongoing rehabilitation expenditure Such expenditure is charged to the income statement.

 

Employee benefits Remuneration of employees is charged to the income statement. Short-term employee benefits are those that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the services have been rendered. Short-term employee benefit obligations are measured on an undiscounted basis and are charged to the income statement as the related service is provided. Long-term employee benefits are those benefits that are expected to be wholly settled more than 12 months after the end of the annual reporting period, in which the services have been rendered and are discounted to their present value. An accrual is recognised for accumulated leave, incentive bonuses and other employee benefits when the group has a present legal or constructive obligation as a result of past service provided by the employee, and a reliable estimate of the amount can be made.

 

Pension benefits The group operates or contributes to defined contribution pension plans and defined benefit pension plans for its employees in certain of the countries in which it operates. These plans are generally funded through payments to trustee- administered funds as determined by annual actuarial calculations.

 

Defined contribution pension plans Such plans are plans under which the group pays fixed contributions into a separate legal entity and has no legal or constructive obligation to pay further amounts. Contributions to defined contribution pension plans are charged to the income statement as an employee expense in the period in which related services are rendered by the employee.

 

Defined benefit pension plans The group’s net obligation in respect of defined benefit pension plans is actuarially calculated separately for each plan by deducting the fair value of plan assets from the gross obligation for post-retirement benefits. The gross obligation is determined by estimating the future benefit attributable to employees in return for services rendered to date.

 

This future benefit is discounted to determine its present value, using discount rates based on government bonds, that have maturity dates approximating the terms of the group’s obligations and which are denominated in the currency in which the benefits are expected to be paid.  Independent actuaries perform this calculation annually using the projected unit credit method.

 

20



 

Defined contribution members employed before 2009 have an option to purchase a defined benefit pension with their member share. This option gives rise to actuarial risk, and as such, these members are accounted for as part of the defined benefit fund and are disclosed as such.

 

Past service costs are charged to the income statement at the earlier of the following dates:

 

·        when the plan amendment or curtailment occurs; and

 

·        when the group recognises related restructuring costs or termination benefits.

 

Actuarial gains and losses arising from experience adjustments and changes to actuarial assumptions, the return on plan assets (excluding amounts included in net interest on the defined benefit liability / (asset)) and any changes in the effect of the asset ceiling (excluding amounts included in net interest on the defined benefit liability (asset)) are remeasurements that are recognised in other comprehensive income in the period in which they arise.

 

Where the plan assets exceed the gross obligation, the asset recognised is limited to the lower of the surplus in the defined benefit plan and the asset ceiling determined using a discount rate based on government bonds.

 

Surpluses and deficits in the various plans are not offset.

 

Defined benefit post-retirement healthcare benefits The group provides post-retirement healthcare benefits to certain of its retirees. The entitlement of these benefits is usually based on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued on a systematic basis over the expected remaining period of employment, using the accounting methodology described in respect of defined benefit pension plans above. Independent actuaries perform the calculation of this obligation annually.

 

Share-based payments The group has equity-settled and cash-settled share-based compensation plans. The equity-settled schemes allow certain employees the option to acquire ordinary shares in Sasol Limited over a prescribed period. Such equity-settled share-based payments are measured at fair value at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is charged as employee costs, with a corresponding increase in equity, on a straight-line basis over the period that the employees become unconditionally entitled to the options, based on management’s estimate of the shares that will vest and adjusted for the effect of non-market-based vesting conditions. These share options are not subsequently revalued.

 

The cash-settled schemes allow certain senior employees the right to participate in the performance of the Sasol Limited share price, in return for services rendered, through the payment of cash incentives which are based on the market price of the Sasol Limited share. These rights are recognised as a liability at fair value, at each reporting date, in the statement of financial position until the date of settlement. The fair value of these rights is determined at each reporting date and the unrecognised cost is amortised to the income statement as employee costs over the period that the employees provide services to the company.

 

Fair value is measured using the Black Scholes, Binomial tree and Monte-Carlo option pricing models where applicable. The expected life used in the models has been adjusted, based on management’s best estimate, for the effects of non- transferability, exercise restrictions and behavioural considerations such as volatility, dividend yield and the vesting period. The fair value takes into account the terms and conditions on which these incentives are granted and the extent to which the employees have rendered service to the reporting date.

 

Termination benefits Termination benefits are recognised as a liability at the earlier of the date of recognition of restructuring costs or when the group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. In the case of an offer to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits that are expected to be wholly settled more than 12 months after the end of the reporting period are discounted to their present value.

 

Deferred income

 

Incentives received are recognised on a systematic basis in the income statement over the periods necessary to match them with the related costs which they are intended to compensate. Incentives related to non-current assets are stated in the statement of financial position as deferred income and are charged to the income statement on a basis representative of the pattern of use of the asset to which the incentive relates.

 

Revenue received prior to delivery occurring or the service being rendered is stated on the statement of financial position as deferred income and is recognised in the income statement when the revenue recognition criteria, detailed below, are met.

 

21



 

Black economic empowerment (BEE) transactions

 

To the extent that an entity grants shares or share options in a BEE transaction and the fair value of the cash and other assets received is less than the fair value of the shares or share options granted, such difference is charged to the income statement in the period in which the transaction becomes effective. Where the BEE transaction includes service conditions the difference will be charged to the income statement over the period of these service conditions. A restriction on the transfer of the shares or share options is taken into account in determining the fair value of the share or share option.

 

Taxation

 

The income tax charge is determined based on net income before tax for the year and includes deferred tax and dividend withholding tax.

 

Current tax The current tax charge is the tax payable on the taxable income for the financial year applying enacted or substantively enacted tax rates and includes any adjustments to tax payable in respect of prior years.

 

Deferred tax Deferred tax is provided for using the liability method, on all temporary differences between the carrying amount of assets and liabilities for accounting purposes and the amounts used for tax purposes and on any tax losses.

 

No deferred tax is provided on temporary differences relating to:

 

·        the initial recognition of goodwill;

 

·        the initial recognition (other than in a business combination) of an asset or liability to the extent that neither accounting nor taxable profit is affected on acquisition; and

 

·        investments in subsidiaries, associates and interests in joint arrangements to the extent that the temporary difference will probably not reverse in the foreseeable future and the control of the reversal of the temporary difference lies with the parent, investor, joint venturer or joint operator.

 

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 utilised.

 

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.

 

Deferred tax assets and liabilities are offset when the related income taxes are levied by the same taxation authority, there is a legally enforceable right to offset and there is an intention to settle the balances on a net basis.

 

Dividend withholding tax Dividend withholding tax is payable at a rate of 15% on dividends distributed to shareholders. This tax is not attributable to the company paying the dividend but is collected by the company and paid to the tax authorities on behalf of the shareholder. On receipt of a dividend, the dividend withholding tax is recognised as part of the current tax charge in the income statement in the period in which the dividend is received.

 

Trade and other payables

 

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

 

Capital project related payables are excluded from working capital, as the nature and risks of these payables are not considered to be aligned to operational trade payables.

 

Revenue

 

Revenue is recognised at the fair value of the consideration received or receivable net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, services rendered, licence fees, royalties, dividends received and interest received.

 

Revenue is recognised when the following criteria are met:

 

·        evidence of an arrangement exists;

 

·        delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;

 

·        transaction costs can be reliably measured;

 

·        the selling price is fixed or determinable; and

 

·        collectability is reasonably assured.

 

22



 

The timing of revenue recognition is as follows. Revenue from:

 

·        the sale of products is recognised when the group has transferred substantially all the risks and rewards of ownership and no longer retains continuing managerial involvement associated with ownership or effective control;

 

·        services rendered is based on the stage of completion of the transaction, based on the proportion that costs incurred to date bear to the total cost of the project;

 

·        licence fees and royalties is recognised on an accrual basis;

 

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

 

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

 

The group enters into exchange agreements with the same counterparties for the purchase and sale of inventory that are entered into in contemplation of one another. When the items exchanged are similar in nature, these transactions are combined and accounted for as a single exchange transaction. The exchange is recognised at the carrying amount of the inventory transferred.

 

Further descriptions of the recognition of revenue for the various reporting segments are included under the accounting policy on segmental reporting.

 

Finance expenses

 

Finance expenses are capitalised against qualifying assets as part of property, plant and equipment. Such finance expenses are capitalised over the period during which the qualifying asset is being acquired or constructed and borrowings have been incurred. Capitalisation ceases when construction is interrupted for an extended period or when the qualifying asset is substantially complete. Further finance expenses are charged to the income statement.

 

Where funds are borrowed specifically for the purpose of acquiring or constructing a qualifying asset, the amount of finance expenses eligible for capitalisation on that asset is the actual finance expenses incurred on the borrowing during the period less any investment income on the temporary investment of those borrowings.

 

Where funds are made available from general borrowings and used for the purpose of acquiring or constructing qualifying assets, the amount of finance expenses eligible for capitalisation is determined by applying a capitalisation rate to the expenditures on these assets. The capitalisation rate is the weighted average of the interest rates applicable to the borrowings of the group that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining qualifying assets. The amount of finance expenses capitalised will not exceed the amount of borrowing costs incurred.

 

Dividends payable

 

Dividends payable are recognised as a liability in the period in which they are declared.

 

Segment information

 

Reporting segments

 

The group has six main reportable segments that comprise the structure used by the President and Chief Executive Officer (CEO) to make key operating decisions and assess performance. The group’s reportable segments are operating segments that are differentiated by the activities that each undertakes and the products they manufacture and market (referred to as business segments). Each business utilises different technology, manufacturing and marketing strategies.

 

The group evaluates the performance of its reportable segments based on profit from operations. The group accounts for inter-segment sales and transfers as if the sales and transfers were entered into under the same terms and conditions as would have been entered into in a market related transaction. The financial information of the group’s reportable segments is reported to the CEO for purposes of making decisions about allocating resources to the segment and assessing its performance.

 

Operating business units

 

Mining

 

Mining is responsible for securing the coal feedstock for the Southern African value chain, mainly for gasification, but also to generate electricity and steam. The coal is sold for gasification to Secunda Synfuels and for utility purposes to Sasolburg Operation and to third parties in the export market.

 

Mining sells coal under both long- and short-term contracts at a price determinable from the agreements. Turnover is recognised upon delivery of the coal to the customer, which, in accordance with the related contract terms is the point at which the title and risks and rewards of ownership pass to the customer. Prices are fixed or determinable and collectability is reasonably assured.

 

The date of delivery related to Mining is determined in accordance with the contractual agreements entered into with customers. These are summarised as follows:

 

23



 

Delivery terms

 

Title and risks and rewards of ownership pass to the customer

Free on Board (FOB)

 

When the coal is loaded onto the vessel at Richards Bay Coal Terminal — customer is responsible for shipping and handling costs.

Free on Barge (Amsterdam)

 

When the coal is loaded from Overslag Bedrijf Amsterdam stockpile onto the customer vessel — seller is responsible for shipping and handling costs, these are however recovered from the customer.

Cost Insurance Freight (CIF) and Cost Freight Railage (CFR)

 

When the coal is loaded into the vessel — seller is responsible for shipping and handling costs which are included in the selling price.

 

The related costs of sales are recognised in the same period as the supply of the coal and include any shipping and handling costs incurred. All inter-segment sales are conducted at market related prices.

 

Exploration and Production International

 

Exploration and Production International (E&PI) develops and manages the Group’s upstream interests in oil and gas exploration and production in Mozambique, South Africa, Australia, Canada and Gabon.

 

E&PI sells Mozambican gas under long-term contracts to both Sasol and external customers, condensate on short-term contracts, and Canadian gas into the market at spot prices. Oil is sold to customers under annual contracts. Prices are determinable from the agreements, and on the open market.

 

Strategic Business Units

 

Energy

 

Energy is responsible for the sales and marketing of liquid fuels, pipeline gas and electricity.

 

In South Africa, Energy markets approximately nine billion litres of liquid fuels annually, blended from fuel components produced by the Secunda Synfuels operations, crude oil refined at Natref, as well as some products purchased from other refiners. Energy markets approximately 55 bscf of natural and methane-rich gas a year. Sasol has concluded power purchase agreements in South Africa with Eskom for up to 440 megawatts, and sells electricity to the national grid in Mozambique.

 

Energy sells liquid fuel products under both short- and long-term agreements for both retail sales and commercial sales, including sales to other oil companies. The prices for retail sales are regulated and fixed by South African law. For commercial sales and sales to other oil companies, the prices are fixed and determinable according to the specific contract, with periodic price adjustments.

 

Turnover for the supply of fuel is based on measurement through a flow-meter into customers’ tanks. Turnover is recognised under the following arrangements:

 

Delivery terms

 

Title and risks and rewards of ownership

Commercial sales transactions and sales to other oil companies

 

The risks and rewards of ownership, as well as the title of the product, transfer to the customer when product is delivered to the customer site. This is the point where collectability is reasonably assured.

Dealer-owned supply agreements and franchise agreements

 

The risks and rewards of ownership of the product transfer to the customer upon delivery of the product to the customer. Title under these contracts is retained to enable recovery of the goods in the event of a customer default on payment.  However, the title to the good does not enable the Group to dispose of the product or rescind the transaction, and cannot prevent the customer from selling the product.

 

Transportation and handling costs are included in turnover when billed to customers in conjunction with the sale of a product. The related costs of sales are recognised in the same period as the turnover.

 

Gas is sold under long-term contracts at a price determinable from the supply agreements. Turnover is recognised at the intake flange of the customer where it is metered, which is the point at which the title and risks and rewards of ownership passes to the customer, and where prices are determinable and collectability is reasonably assured. Gas analysis and tests of the specifications and content are performed prior to delivery.

 

The Energy business also develops, implements, and manages the Group’s international business ventures based on Sasol’s proprietary gas-to-liquids (GTL) technology. Sasol holds 49% in ORYX GTL in Qatar, and a 10% share in Escravos GTL in Nigeria.

 

24



 

Turnover is derived from the sale of goods produced by the operating facilities and is recognised when, in accordance with the related contract terms, the title and risks and rewards of ownership pass to the customer, prices are fixed or determinable and collectability is reasonably assured. Shipping and handling costs are included in turnover when billed to customers in conjunction with the sale of the products. Turnover is also derived from the rendering of engineering services to external partners in joint ventures upon the proof of completion of the service.

 

Base Chemicals

 

Base Chemicals markets commodity chemicals based on the Group’s upstream Fischer-Tropsch, ethylene, propylene and ammonia value chains. The key product lines are polymers, solvents and ammonia-based fertilisers. These are produced in various Sasol production facilities around the world.

 

Performance Chemicals

 

Performance Chemicals markets commodity and differentiated performance chemicals. The key product lines are organics, inorganics and wax value chains. These are produced in various Sasol production facilities around the world.

 

The Base Chemicals and Performance Chemicals businesses sell the majority of their products under contracts at prices determinable from such agreements. Turnover is recognised upon delivery to the customer which, in accordance with the related contract terms, is the point at which the title and risks and rewards of ownership transfer to the customer, prices are determinable and collectability is reasonably assured. Turnover on consignment sales is recognised on consumption by the customer, when title and the risks and rewards of ownership pass to the customer, prices are determinable and collectability is reasonably assured.

 

The date of delivery is determined in accordance with the contractual agreements entered into with customers which are as follows:

 

Delivery terms

 

Title and risks and rewards of ownership pass to the customer

Ex-tank sales

 

When products are loaded into the customer’s vehicle or unloaded from the seller’s storage tanks.

Ex works (EXW)

 

When products are loaded into the customers vehicle or unloaded at the sellers premises.

Carriage Paid To (CPT)

 

On delivery of products to a specified location (main carriage is paid for by the seller).

Free on Board (FOB)

 

When products are loaded into the transport vehicle — customer is responsible for shipping and handling costs.

Cost Insurance Freight (CIF) and Cost Freight Railage (CFR)

 

When products are loaded into the transport vehicle — seller is responsible for shipping and handling costs which are included in the selling price.

Proof of Delivery (POD)

 

When products are delivered to and signed for by the customer.

Consignment Sales

 

As and when products are consumed by the customer.

 

Other

 

Other includes the Group Functions which comprises our technology research and development activities, as well as our central treasury and financing activities.

 

25



 

Critical accounting estimates and judgements

 

Management of the group makes estimates and assumptions concerning the future in applying its accounting policies. The resulting accounting estimates may, by definition, not equal the related actual results. Management continually evaluates estimates and judgements based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions are recognised in the period in which the estimates are reviewed and in any future periods affected.

 

The use of inappropriate assumptions in calculations for any of these estimates could result in a significant impact on financial results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are included in the following notes:

 

Critical estimate, judgement or assumption

 

Note reference

Valuation of share-based payments and key assumptions used

 

Note 47

Impairment of assets — determination of the recoverable amount and key assumptions used

 

Note 38

Provision for rehabilitation and environmental costs

 

Note 20

Valuation of post-retirement obligations and key assumptions used

 

Note 21

Estimation of useful economic lives of assets

 

Note 2,3,5

Estimation of coal reserves

 

Refer to accounting policy on “Exploration, evaluation and development”

Depreciation of coal mining assets

 

Note 2

Recognition of deferred tax assets

 

Note 23

Utilisation of tax losses

 

Note 23

Provisions and contingent liabilities

 

Note 58

 

Comparative figures

 

The comparative figures are reclassified or restated as necessary to afford a proper and more meaningful comparison of results as set out in the affected notes to the financial statements.

 

Certain additional disclosure has been provided in respect of the current year. To the extent practicable, comparative information has also been provided.

 

26


 

Business segment information

 

Non-current assets*#

 

 

 

2015

 

2014++

 

 

 

Rm

 

Rm

 

Business segmentation

 

 

 

 

 

Mining

 

20 893

 

17 494

 

Exploration and Production International

 

19 226

 

18 448

 

Energy

 

57 459

 

48 670

 

Base Chemicals

 

55 205

 

45 658

 

Performance Chemicals

 

56 980

 

43 779

 

Group Functions

 

4 816

 

5 214

 

Total operations

 

214 579

 

179 263

 

 

Current assets*

 

 

 

2015

 

2014++

 

 

 

Rm

 

Rm

 

Business segmentation

 

 

 

 

 

Mining

 

1 501

 

1 726

 

Exploration and Production International

 

3 692

 

2 869

 

Energy

 

16 270

 

19 893

 

Base Chemicals

 

15 586

 

13 393

 

Performance Chemicals

 

25 261

 

27 497

 

Group Functions

 

42 805

 

31 443

 

Total operations

 

105 115

 

96 821

 

 

Non-current liabilities*

 

 

 

2015

 

2014++

 

 

 

Rm

 

Rm

 

Business segmentation

 

 

 

 

 

Mining

 

3 641

 

4 360

 

Exploration and Production International

 

5 136

 

3 287

 

Energy

 

5 818

 

6 775

 

Base Chemicals

 

10 087

 

3 848

 

Performance Chemicals

 

11 827

 

8 287

 

Group Functions

 

26 695

 

21 698

 

Total operations

 

63 204

 

48 255

 

 

Current liabilities*

 

 

 

2015

 

2014++

 

 

 

Rm

 

Rm

 

Business segmentation

 

 

 

 

 

Mining

 

2 751

 

2 402

 

Exploration and Production International

 

1 513

 

1 486

 

Energy

 

14 526

 

13 610

 

Base Chemicals

 

5 290

 

4 008

 

Performance Chemicals

 

9 890

 

8 722

 

Group Functions

 

6 467

 

7 669

 

Total operations

 

40 437

 

37 897

 

 


* Excludes tax and deferred tax.

# Excludes post-retirement benefit assets.

++ Restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

27


 

Sasol Limited group

Business segment information

 

 

 

External turnover

 

Intersegmental turnover

 

Total turnover

 

Effect of
remeasurement items
for subsidiaries and
joint operations (refer
note 38)

 

Effect of remeasurement
items for equity accounted
joint ventures and
associates (refer note 38)

 

Profit/(loss) from
operations

 

Attributable to owners of
Sasol Limited

 

 

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Business segmentation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mining

 

2 215

 

2 154

 

1 833

 

13 472

 

11 980

 

10 491

 

15 687

 

14 134

 

12 324

 

31

 

7

 

7

 

 

 

 

4 343

 

2 453

 

2 214

 

2 762

 

1 593

 

1 399

 

Exploration and Production International

 

2 043

 

2 990

 

2 177

 

3 129

 

2 218

 

1 457

 

5 172

 

5 208

 

3 634

 

3 126

 

5 472

 

428

 

 

 

 

(3 170

)

(5 980

)

(1 886

)

(3 698

)

(6 892

)

(2 650

)

Energy

 

75 264

 

84 632

 

71 342

 

536

 

1 420

 

610

 

75 800

 

86 052

 

71 952

 

(104

)

47

 

122

 

 

13

 

 

22 526

 

31 423

 

26 973

 

15 645

 

22 516

 

18 975

 

Base Chemicals

 

36 838

 

42 262

 

41 174

 

2 890

 

2 778

 

2 463

 

39 728

 

45 040

 

43 637

 

93

 

1 765

 

433

 

(1

)

 

3 550

 

10 208

 

6 742

 

4 146

 

7 341

 

4 578

 

2 806

 

Performance Chemicals

 

68 874

 

70 592

 

53 352

 

2 910

 

2 982

 

2 063

 

71 784

 

73 574

 

55 415

 

(1 804

)

254

 

1 847

 

 

 

(12

)

12 714

 

11 848

 

6 955

 

9 321

 

9 202

 

5 266

 

Group Functions

 

32

 

53

 

13

 

189

 

 

 

221

 

53

 

13

 

(535

)

84

 

112

 

 

 

 

(72

)

(668

)

2 443

 

(1 655

)

(1 417

)

478

 

Total

 

185 266

 

202 683

 

169 891

 

23 126

 

21 378

 

17 084

 

208 392

 

224 061

 

186 975

 

807

 

7 629

 

2 949

 

(1

)

13

 

3 538

 

46 549

 

45 818

 

40 845

 

29 716

 

29 580

 

26 274

 

 


++ Restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

28


 

Sasol Limited group

Business segment information

 

 

 

Cash flow information

 

 

 

Capital commitments — subsidiaries
and joint operations

 

Capital commitments — equity
accounted joint ventures and
associates

 

 

 

Cash flow from operations
(refer note 51)

 

Depreciation and amortisation

 

Additions to non-current assets

 

Property, plant and equipment

 

Property, plant and equipment

 

 

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

2015

 

2014++

 

2013++

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Business segmentation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mining

 

5 784

 

3 921

 

3 386

 

1 377

 

1 211

 

999

 

4 737

 

5 837

 

3 482

 

3 837

 

7 532

 

9 751

 

 

 

 

Exploration and Production International

 

3 301

 

2 659

 

1 742

 

2 476

 

2 677

 

2 523

 

5 372

 

4 564

 

4 064

 

5 264

 

6 639

 

5 353

 

 

 

 

Energy

 

23 108

 

31 267

 

26 745

 

3 465

 

3 201

 

2 628

 

8 165

 

8 946

 

7 959

 

8 949

 

18 841

 

20 623

 

633

 

747

 

550

 

Base Chemicals

 

11 312

 

13 021

 

8 263

 

2 806

 

3 307

 

2 802

 

12 680

 

7 940

 

6 156

 

51 123

 

10 271

 

12 279

 

15

 

17

 

67

 

Performance Chemicals

 

13 458

 

14 933

 

10 444

 

2 892

 

2 588

 

1 730

 

12 828

 

10 358

 

7 885

 

46 212

 

15 272

 

17 322

 

 

 

 

Group Functions

 

(619

)

1 791

 

4 604

 

551

 

532

 

439

 

1 324

 

1 134

 

868

 

851

 

503

 

733

 

 

 

 

Total

 

56 344

 

67 592

 

55 184

 

13 567

 

13 516

 

11 121

 

45 106

 

38 779

 

30 414

 

116 236

 

59 058

 

66 061

 

648

 

764

 

617

 

 


++ Restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

29


 

Sasol Limited group

Geographic information

 

 

 

Total turnover

 

External turnover
(by location of
customer)

 

Profit/(loss) from operations

 

Total consolidated
assets*#

 

Additions to non-current
assets (by location of
assets)

 

Capital commitments
— property, plant and
equipment (subsidiaries
and joint operations)

 

Capital commitments
— property, plant and
equipment (equity
accounted joint ventures
and associates)

 

 

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

South Africa

 

116 692

 

124 368

 

103 810

 

95 218

 

104 671

 

88 484

 

39 338

 

37 980

 

34 509

 

178 615

 

159 741

 

19 755

 

22 020

 

20 239

 

29 305

 

3

 

3

 

Rest of Africa

 

9 170

 

8 458

 

6 978

 

9 170

 

8 458

 

6 939

 

(10

)

1 719

 

605

 

18 125

 

14 986

 

3 043

 

2 565

 

2 830

 

4 747

 

25

 

14

 

Mozambique

 

829

 

606

 

466

 

829

 

606

 

466

 

693

 

1 189

 

451

 

14 161

 

11 334

 

2 181

 

1 880

 

2 440

 

3 427

 

25

 

14

 

Nigeria

 

2 027

 

1 426

 

944

 

2 027

 

1 426

 

944

 

(825

)

365

 

(360

)

1 137

 

1 471

 

2

 

53

 

 

107

 

 

 

Rest of Africa

 

6 314

 

6 426

 

5 568

 

6 314

 

6 426

 

5 529

 

122

 

165

 

514

 

2 827

 

2 181

 

860

 

632

 

390

 

1 213

 

 

 

Europe

 

37 639

 

43 414

 

36 136

 

36 845

 

42 565

 

35 290

 

1 050

 

3 446

 

700

 

42 256

 

47 058

 

1 727

 

2 181

 

1 238

 

1 825

 

 

 

Germany

 

8 449

 

11 021

 

9 094

 

7 655

 

10 176

 

8 253

 

785

 

1 952

 

507

 

13 133

 

16 091

 

947

 

1 469

 

773

 

995

 

 

 

Rest of Europe

 

29 190

 

32 393

 

27 042

 

29 190

 

32 389

 

27 037

 

265

 

1 494

 

193

 

29 123

 

30 967

 

780

 

712

 

465

 

830

 

 

 

North America

 

26 192

 

26 367

 

20 955

 

25 520

 

25 803

 

20 278

 

2 070

 

(2 674

)

1 298

 

64 726

 

39 222

 

20 363

 

11 981

 

91 399

 

22 742

 

 

 

United States of America

 

23 428

 

22 940

 

18 098

 

22 756

 

22 376

 

17 421

 

4 184

 

4 137

 

2 870

 

51 144

 

26 130

 

17 437

 

8 397

 

88 888

 

19 885

 

 

 

Canada

 

1 285

 

1 741

 

1 382

 

1 285

 

1 741

 

1 382

 

(2 360

)

(6 936

)

(1 800

)

13 347

 

12 927

 

2 926

 

3 584

 

2 511

 

2 857

 

 

 

Rest of North America

 

1 479

 

1 686

 

1 475

 

1 479

 

1 686

 

1 475

 

246

 

125

 

228

 

235

 

165

 

 

 

 

 

 

 

South America

 

2 640

 

3 191

 

2 894

 

2 640

 

3 191

 

2 894

 

212

 

114

 

226

 

389

 

587

 

 

 

 

 

 

 

Asia, Australasia and Middle East

 

16 059

 

18 263

 

16 202

 

15 873

 

17 995

 

16 006

 

3 889

 

5 233

 

3 507

 

15 583

 

14 490

 

218

 

32

 

530

 

439

 

620

 

747

 

Southeast Asia and Australasia

 

4 345

 

4 407

 

3 982

 

4 335

 

4 309

 

3 897

 

1 075

 

735

 

1 083

 

2 742

 

2 662

 

178

 

2

 

526

 

439

 

12

 

 

Middle East and India

 

3 903

 

5 949

 

5 312

 

3 903

 

5 949

 

5 312

 

2 113

 

4 045

 

1 778

 

9 476

 

8 619

 

1

 

1

 

 

 

608

 

733

 

Far East

 

7 811

 

7 907

 

6 908

 

7 635

 

7 737

 

6 797

 

701

 

453

 

646

 

3 365

 

3 209

 

39

 

29

 

4

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

208 392

 

224 061

 

186 975

 

185 266

 

202 683

 

169 891

 

46 549

 

45 818

 

40 845

 

319 694

 

276 084

 

45 106

 

38 779

 

116 236

 

59 058

 

648

 

764

 

 


* Excludes tax and deferred tax.

# Excludes post-retirement benefit assets.

 

30


 

Notes to the financial statements

Changes to accounting information

 

1                                         Change in estimate and reportable segment information

1.1                               Change in estimate — reassessment of useful lives

 

On 1 July 2014, we implemented our Project 2050 programme to extend the useful lives of our Secunda operations to 2050. The Sasolburg and Natref operations were extended to 2034. The extension of useful lives has been accounted for as a change in estimate and has been applied prospectively. The change in useful lives of the affected assets have impacted the following lines in the financial statements:

 

 

 

Decrease in depreciation charge*

 

Decrease in the rehabilitation provision**

 

 

 

Profit
before tax

 

Tax

 

Profit after
tax

 

Profit
before tax

 

Tax

 

Profit after
tax

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Mining

 

82

 

(23

)

59

 

 

 

 

Exploration and Production International

 

 

 

 

 

 

 

Energy

 

486

 

(136

)

350

 

1 178

 

(330

)

848

 

Base Chemicals

 

684

 

(192

)

492

 

502

 

(141

)

361

 

Performance Chemicals

 

115

 

(32

)

83

 

145

 

(41

)

104

 

Group Functions

 

2

 

(1

)

1

 

 

 

 

Total operations

 

1 369

 

(384

)

985

 

1 825

 

(512

)

1 313

 

 


*                 The expected impact of the reassessment of useful lives on depreciation in future periods is limited to the recognition of the assets over their extended useful lives and is accordingly R1 369 million per year, assuming all other variables remain unchanged.

**          The expected future impact on the rehabilitation provision will be recognised through the unwinding of the provision over a longer period. Accordingly, before consideration of future expansion and assuming no changes in discount rates or other assumptions, the future impact is an increase in notional interest of R1 825 million.

 

1.2          Change in reportable segment information

 

Our new operating model, and a simplified and consolidated legal structure, came into effect on 1 July 2014.

 

Our new group structure supports a value chain-based operating model, which organises our business according to capability, and standardises the group functions required to support and enable these activities. It aligns the components of Sasol — Operating Business Units, Regional Operating Hubs, Strategic Business Units, and Group Functions — according to a single value chain, focused on the production of liquid fuels, high-value chemicals and low-carbon electricity.

 

The new operating model structure reflects how the results are reported to the Chief Operating Decision Maker (CODM). The CODM for Sasol is the President and Chief Executive Officer. Refer to the accounting policies for segment information.

 

31



 

Sasol Limited group

Notes to the financial statements

 

Non-current assets

 

 

 

 

 

2015

 

2014

 

 

 

Note

 

Rm

 

Rm

 

Property, plant and equipment

 

2

 

135 822

 

111 449

 

Assets under construction

 

3

 

61 977

 

51 320

 

Goodwill

 

4

 

590

 

644

 

Other intangible assets

 

5

 

1 703

 

1 882

 

Other long-term investments

 

6

 

826

 

876

 

Investments in equity accounted joint ventures

 

7

 

10 028

 

8 280

 

Investments in associates

 

8

 

1 842

 

1 877

 

Post-retirement benefit assets

 

9

 

590

 

487

 

Long-term receivables and prepaid expenses

 

10

 

1 791

 

2 922

 

Long-term financial assets

 

11

 

 

13

 

Deferred tax assets

 

23

 

1 752

 

3 143

 

 

 

 

 

216 921

 

182 893

 

 

2              Property, plant and equipment

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Cost

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

209 936

 

184 701

 

Acquisition of businesses

 

56

 

 

159

 

Additions

 

 

 

3 053

 

4 977

 

to sustain existing operations

 

 

 

2 784

 

4 111

 

to expand operations

 

 

 

269

 

866

 

Transfer from assets under construction

 

3

 

35 307

 

20 801

 

Net transfer to inventories

 

 

 

(92

)

(3

)

Reclassification to assets under construction

 

3

 

(697

)

 

Reduction in rehabilitation provisions capitalised

 

 

 

(197

)

(65

)

Reclassification from/(to) held for sale

 

 

 

4

 

(592

)

Translation of foreign operations

 

48

 

130

 

5 460

 

Disposal of businesses

 

57

 

(15

)

(2 250

)

Disposals and scrapping

 

 

 

(3 962

)

(3 252

)

Balance at end of year

 

 

 

243 467

 

209 936

 

Comprising

 

 

 

 

 

 

 

Land

 

 

 

1 931

 

2 671

 

Buildings and improvements

 

 

 

9 610

 

9 147

 

Retail convenience centres

 

 

 

1 642

 

1 540

 

Plant, equipment and vehicles

 

 

 

184 357

 

157 655

 

Mineral assets

 

 

 

45 927

 

38 923

 

 

 

 

 

243 467

 

209 936

 

 

32



 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Accumulated depreciation and impairment

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

98 487

 

83 712

 

Current year charge

 

51

 

13 182

 

13 199

 

Impairment of property, plant and equipment

 

38

 

294

 

3 289

 

Reversal of impairment of property, plant and equipment

 

38

 

(294

)

 

Net transfer (to)/from inventories

 

 

 

(6

)

9

 

Reclassification from/(to) held for sale

 

 

 

2

 

(266

)

Translation of foreign operations

 

48

 

(341

)

3 752

 

Disposal of businesses

 

57

 

(15

)

(2 250

)

Disposals and scrapping

 

 

 

(3 664

)

(2 958

)

Balance at end of year

 

 

 

107 645

 

98 487

 

Comprising

 

 

 

 

 

 

 

Land

 

 

 

173

 

274

 

Buildings and improvements

 

 

 

4 640

 

4 518

 

Retail convenience centres

 

 

 

682

 

600

 

Plant, equipment and vehicles

 

 

 

78 964

 

73 541

 

Mineral assets

 

 

 

23 186

 

19 554

 

 

 

 

 

107 645

 

98 487

 

Carrying value

 

 

 

 

 

 

 

Land

 

 

 

1 758

 

2 397

 

Buildings and improvements

 

 

 

4 970

 

4 629

 

Retail convenience centres

 

 

 

960

 

940

 

Plant, equipment and vehicles

 

 

 

105 393

 

84 114

 

Mineral assets

 

 

 

22 741

 

19 369

 

Balance at end of year

 

 

 

135 822

 

111 449

 

 

33



 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

2              Property, plant and equipment continued

 

 

 

Land

 

Buildings
and
improvements

 

Retail
convenience
centres

 

Plant,
equipment
and vehicles

 

Mineral
assets

 

Total

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2013

 

2 031

 

8 409

 

1 444

 

140 713

 

32 104

 

184 701

 

Acquisition of businesses

 

 

72

 

 

87

 

 

 

159

 

Additions

 

624

 

130

 

71

 

1 201

 

2 951

 

4 977

 

to sustain existing operations

 

 

128

 

 

1 032

 

2 951

 

4 111

 

to expand operations

 

624

 

2

 

71

 

169

 

 

866

 

Reclassification of property, plant and equipment

 

5

 

(18

)

 

13

 

 

 

Reduction in rehabilitation provisions capitalised

 

 

 

 

(7

)

(58

)

(65

)

Transfer from assets under construction

 

 

513

 

26

 

16 491

 

3 771

 

20 801

 

Net transfer to inventories

 

 

 

 

(3

)

 

(3

)

Reclassification to held for sale

 

(47

)

(3

)

(1

)

(541

)

 

(592

)

Translation of foreign operations

 

168

 

418

 

 

3 998

 

876

 

5 460

 

Disposal of businesses

 

(107

)

(302

)

 

(1 841

)

 

(2 250

)

Disposals and scrapping

 

(3

)

(72

)

 

(2 456

)

(721

)

(3 252

)

Balance at 30 June 2014

 

2 671

 

9 147

 

1 540

 

157 655

 

38 923

 

209 936

 

Additions

 

10

 

162

 

124

 

1 650

 

1 107

 

3 053

 

to sustain existing operations

 

 

158

 

 

1 519

 

1 107

 

2 784

 

to expand operations

 

10

 

4

 

124

 

131

 

 

269

 

Reclassification of property, plant and equipment

 

 

(232

)

2

 

230

 

 

 

Reclassification to assets under construction

 

(693

)

 

 

 

(4

)

(697

)

Reduction in rehabilitation provisions capitalised

 

 

 

 

(134

)

(63

)

(197

)

Transfer from assets under construction

 

12

 

792

 

11

 

28 107

 

6 385

 

35 307

 

Net transfer to inventories

 

 

 

 

(94

)

2

 

(92

)

Reclassification from held for sale

 

 

 

 

4

 

 

4

 

Translation of foreign operations

 

(69

)

(67

)

 

223

 

43

 

130

 

Disposal of businesses

 

 

 

 

(15

)

 

(15

)

Disposals and scrapping

 

 

(192

)

(35

)

(3 269

)

(466

)

(3 962

)

Balance at 30 June 2015

 

1 931

 

9 610

 

1 642

 

184 357

 

45 927

 

243 467

 

 

34



 

 

 

 

 

 

 

 

 

Land

 

Buildings
and
improvements

 

Retail
convenience
centres

 

Plant,
equipment
and vehicles

 

Mineral
assets

 

Total

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Accumulated depreciation and impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2013

 

278

 

4 156

 

530

 

65 577

 

13 171

 

83 712

 

Current year charge

 

 

328

 

63

 

9 011

 

3 797

 

13 199

 

Net impairment of property, plant and equipment

 

67

 

63

 

7

 

323

 

2 829

 

3 289

 

Net transfer from inventories

 

 

 

 

9

 

 

9

 

Reclassification to held for sale

 

 

 

 

(266

)

 

(266

)

Translation of foreign operations

 

36

 

320

 

 

2 929

 

467

 

3 752

 

Disposal of businesses

 

(107

)

(302

)

 

(1 841

)

 

(2 250

)

Disposals and scrapping

 

 

(47

)

 

(2 201

)

(710

)

(2 958

)

Balance at 30 June 2014

 

274

 

4 518

 

600

 

73 541

 

19 554

 

98 487

 

Current year charge

 

 

332

 

101

 

9 007

 

3 742

 

13 182

 

Net impairment of property, plant and equipment

 

 

2

 

1

 

(241

)

238

 

 

Reclassification of property, plant and equipment

 

 

(18

)

 

16

 

2

 

 

Net transfer (to)/from inventories

 

 

 

 

(8

)

2

 

(6

)

Reclassification from held for sale

 

 

 

 

2

 

 

2

 

Translation of foreign operations

 

(101

)

(87

)

 

(261

)

108

 

(341

)

Disposal of businesses

 

 

 

 

(15

)

 

(15

)

Disposals and scrapping

 

 

(107

)

(20

)

(3 077

)

(460

)

(3 664

)

Balance at 30 June 2015

 

173

 

4 640

 

682

 

78 964

 

23 186

 

107 645

 

Carrying value at 30 June 2015

 

1 758

 

4 970

 

960

 

105 393

 

22 741

 

135 822

 

Carrying value at 30 June 2014

 

2 397

 

4 629

 

940

 

84 114

 

19 369

 

111 449

 

 

 

 

 

 

 

 

 

2015

 

2014

 

Business segmentation*

 

Rm

 

Rm

 

Mining

 

11 694

 

10 578

 

Exploration and Production International

 

12 731

 

10 496

 

Energy

 

37 077

 

29 378

 

Base Chemicals

 

34 109

 

33 466

 

Performance Chemicals

 

37 461

 

25 124

 

Group Functions

 

2 750

 

2 407

 

Total operations

 

135 822

 

111 449

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

35



 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

2              Property, plant and equipment continued

 

for the year ended 30 June

 

2015
Rm

 

2014
Rm

 

Additions to property, plant and equipment (cash flow)

 

 

 

 

 

Current year additions

 

3 053

 

4 977

 

Adjustments for non-cash items

 

 

 

 

 

movement in environmental provisions capitalised

 

(1 090

)

(589

)

plant, equipment and vehicles acquired by finance lease

 

(572

)

(96

)

leasehold improvement incentives capitalised

 

(118

)

 

other non-cash movements

 

 

35

 

Per the statement of cash flows

 

1 273

 

4 327

 

Additional disclosures

 

 

 

 

 

Leased assets

 

 

 

 

 

Carrying value of capitalised leased assets (included in plant, equipment and vehicles)

 

1 418

 

1 084

 

cost

 

2 095

 

1 725

 

accumulated depreciation

 

(677

)

(641

)

 

 

 

 

 

 

Depreciation rates for property, plant and equipment are noted under accounting policies and financial reporting terms.

 

 

 

 

 

Capital commitments (excluding equity accounted joint ventures and associates)

 

 

 

 

 

Capital commitments, excluding capitalised interest, include all projects for which specific board approval has been obtained up to the reporting date. Projects still under investigation for which specific board approvals have not yet been obtained are excluded from the following:

 

 

 

 

 

Authorised and contracted for

 

109 448

 

66 491

 

Authorised but not yet contracted for

 

66 266

 

44 951

 

Less expenditure to the end of year

 

(59 478

)

(52 384

)

 

 

116 236

 

59 058

 

 

 

 

 

 

 

to sustain existing operations

 

18 474

 

30 886

 

to expand operations

 

97 762

 

28 172

 

Estimated expenditure

 

 

 

 

 

Within one year

 

67 130

 

38 942

 

One to five years

 

49 106

 

20 088

 

More than five years

 

 

28

 

 

 

116 236

 

59 058

 

Business segmentation*

 

 

 

 

 

Mining

 

3 837

 

7 532

 

Exploration and Production International

 

5 264

 

6 639

 

Energy

 

8 949

 

18 841

 

Base Chemicals

 

51 123

 

10 271

 

Performance Chemicals

 

46 212

 

15 272

 

Group Functions

 

851

 

503

 

Total operations

 

116 236

 

59 058

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

36


 

Capital commitments in excess of
R500 million at 30 June comprise of:

 

 

 

 

 

2015

 

2014

 

Project

 

Project location

 

Business segment

 

Rm

 

Rm

 

Lake Charles Chemical project

 

United States

 

Base Chemicals and Performance Chemicals

 

84 989

 

7 383

 

Shutdown and major statutory maintenance

 

Secunda

 

Energy, Base Chemicals and Performance Chemicals

 

3 749

 

3 513

 

Canadian shale gas exploration and development

 

Canada

 

Exploration and Production International

 

2 511

 

2 857

 

High density polyethylene plant

 

United States

 

Base Chemicals

 

2 314

 

2 861

 

Fischer-Tropsch wax expansion project

 

Sasolburg

 

Performance Chemicals

 

2 059

 

3 863

 

Shondoni colliery to maintain Middelbult colliery operation

 

Secunda

 

Mining

 

1 398

 

2 824

 

Coal tar filtration east project

 

Secunda

 

Energy, Base Chemicals and Performance Chemicals

 

1 231

 

1 816

 

Mozambique exploration and development

 

Mozambique

 

Exploration and Production International

 

1 837

 

721

 

Gas-to-liquids project in North America

 

United States

 

Energy and Performance Chemicals

 

930

 

8 295

 

C3 Stabilisation and Expansion projects

 

Secunda

 

Base Chemicals

 

622

 

863

 

Volatile organic compounds abatement program

 

Secunda

 

Energy, Base Chemicals and Performance Chemicals

 

596

 

1 219

 

Loop Lines project

 

Mozambique

 

Energy

 

470

 

960

 

Gabon exploration and development

 

Gabon

 

Exploration and Production International

 

390

 

1 180

 

Impumelelo colliery to maintain Brandspruit colliery operation

 

Secunda

 

Mining

 

344

 

1 611

 

Replacement of tar tanks and separators

 

Secunda

 

Energy, Base Chemicals and Performance Chemicals

 

329

 

917

 

Tweedraai project

 

Secunda

 

Mining

 

257

 

642

 

 

37



 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

3                                         Assets under construction

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

51 320

 

39 865

 

Additions

 

 

 

43 773

 

34 341

 

to sustain existing operations

 

 

 

19 029

 

16 327

 

to expand operations

 

 

 

24 744

 

18 014

 

Finance costs capitalised

 

42

 

1 118

 

530

 

Impairment of assets under construction

 

38

 

(2 555

)

(2 625

)

Reversal of impairment of assets under construction

 

38

 

1 727

 

 

Write-off of unsuccessful exploration wells

 

38

 

 

(43

)

Reduction in rehabilitation provisions capitalised

 

 

 

(80

)

(61

)

Reclassification from property, plant and equipment

 

2

 

697

 

 

Reclassification (to)/from inventories

 

 

 

(56

)

108

 

Projects capitalised

 

 

 

(35 573

)

(21 260

)

property, plant and equipment

 

2

 

(35 307

)

(20 801

)

other intangible assets

 

5

 

(266

)

(459

)

Reclassification to held for sale

 

 

 

 

(245

)

Translation of foreign operations

 

48

 

2 447

 

1 138

 

Disposal of businesses

 

57

 

(450

)

 

Disposals and scrapping

 

 

 

(391

)

(428

)

Balance at end of year

 

 

 

61 977

 

51 320

 

Comprising

 

 

 

 

 

 

 

Property, plant and equipment under construction

 

 

 

57 001

 

45 255

 

Other intangible assets under development

 

 

 

1 721

 

559

 

Exploration and evaluation assets

 

 

 

3 255

 

5 506

 

 

 

 

 

61 977

 

51 320

 

 

38



 

 

 

Property,
plant and
equipment
under
construction

 

Other
intangible
assets under
development

 

Exploration
and
evaluation
assets

 

Total

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Cost

 

 

 

 

 

 

 

 

 

Balance at 30 June 2013

 

33 403

 

526

 

5 936

 

39 865

 

Additions

 

33 040

 

453

 

848

 

34 341

 

to sustain existing operations

 

15 832

 

433

 

62

 

16 327

 

to expand operations

 

17 208

 

20

 

786

 

18 014

 

Reclassification of assets under construction

 

10

 

13

 

(23

)

 

Finance costs capitalised

 

530

 

 

 

530

 

Impairment of assets under construction

 

(1 567

)

 

(1 058

)

(2 625

)

Write-off of unsuccessful exploration wells

 

 

 

(43

)

(43

)

Reduction in rehabilitation provisions capitalised

 

 

 

(61

)

(61

)

Reclassification from inventories

 

108

 

 

 

108

 

Projects capitalised

 

(20 449

)

(459

)

(352

)

(21 260

)

Reclassification to held for sale

 

(245

)

 

 

(245

)

Translation of foreign operations

 

814

 

35

 

289

 

1 138

 

Disposals and scrapping

 

(389

)

(9

)

(30

)

(428

)

Balance at 30 June 2014

 

45 255

 

559

 

5 506

 

51 320

 

Additions

 

42 267

 

731

 

775

 

43 773

 

to sustain existing operations

 

18 300

 

729

 

 

19 029

 

to expand operations

 

23 967

 

2

 

775

 

24 744

 

Reclassification of assets under construction

 

(623

)

623

 

 

 

Finance costs capitalised

 

1 118

 

 

 

1 118

 

Net impairment of assets under construction

 

462

 

 

(1 290

)

(828

)

Reduction in rehabilitation provisions capitalised

 

 

 

(80

)

(80

)

Reclassification from property, plant and equipment

 

694

 

3

 

 

697

 

Reclassification to inventories

 

(56

)

 

 

(56

)

Projects capitalised

 

(34 167

)

(266

)

(1 140

)

(35 573

)

Translation of foreign operations

 

2 439

 

74

 

(66

)

2 447

 

Disposal of businesses

 

 

 

(450

)

(450

)

Disposals and scrapping

 

(388

)

(3

)

 

(391

)

Balance at 30 June 2015

 

57 001

 

1 721

 

3 255

 

61 977

 

Balance at 30 June 2014

 

45 255

 

559

 

5 506

 

51 320

 

 

39



 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

3                                         Assets under construction continued

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Business segmentation*

 

 

 

 

 

Mining

 

8 673

 

6 380

 

Exploration and Production International

 

6 426

 

7 888

 

Energy

 

10 431

 

11 029

 

Base Chemicals

 

17 984

 

8 945

 

Performance Chemicals

 

17 123

 

16 088

 

Group Functions

 

1 340

 

990

 

Total operations

 

61 977

 

51 320

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

 

 

2015

 

2014

 

Additions to assets under construction (cash flow)

 

Rm

 

Rm

 

Current year additions

 

43 773

 

34 341

 

Adjustments for non-cash items

 

(19

)

30

 

cash flow hedge accounting

 

(5

)

40

 

movement in environmental provisions capitalised

 

(14

)

(10

)

 

 

 

 

 

 

 

 

 

 

 

 

Per the statement of cash flows

 

43 754

 

34 371

 

 

The group hedges its exposure in South Africa to foreign currency risk in respect of its significant capital projects. This is done primarily by means of forward exchange contracts.  Cash flow hedge accounting is applied to these hedging transactions and accordingly, the effective portion of any gain or loss realised on these contracts is adjusted against the underlying item of assets under construction.

 

40


 

Capital expenditure (cash flow)

 

As part of the normal plant operations, the group incurs capital expenditure to replace or modify significant components of plant to maintain the useful lives of the plant operations and improve plant efficiencies.

 

 

 

 

 

 

 

2015

 

2014

 

Projects to sustain operations

 

Project location

 

Business segment

 

Rm

 

Rm

 

Shutdown and major statutory maintenance

 

Secunda

 

Energy, Base Chemicals and Performance Chemicals

 

3 219

 

3 392

 

Shondoni colliery to maintain Middelbult colliery operation

 

Secunda

 

Mining

 

1 226

 

1 396

 

Impumelelo colliery to maintain Brandspruit colliery operation

 

Secunda

 

Mining

 

1 070

 

1 265

 

Gabon exploration and development

 

Gabon

 

Exploration and Production International

 

856

 

578

 

Volatile organic compounds abatement programme

 

Secunda

 

Energy, Base Chemicals and Performance Chemicals

 

627

 

297

 

Replacement of tar tanks and separators

 

Secunda

 

Energy, Base Chemicals and Performance Chemicals

 

589

 

680

 

Coal tar filtration east project

 

Secunda

 

Energy, Base Chemicals and Performance Chemicals

 

585

 

515

 

Refurbishment of equipment

 

Secunda and Sasolburg

 

Mining

 

556

 

98

 

Tweedraai project

 

Secunda and Sasolburg

 

Mining

 

381

 

560

 

Expenditure related to environmental obligations

 

Various

 

Various

 

563

 

488

 

Expenditure incurred relating to safety regulations

 

Various

 

Various

 

537

 

879

 

Other projects to sustain existing operations (less than R500 million)

 

Various

 

Various

 

8 732

 

6 207

 

 

 

 

 

 

 

18 941

 

16 355

 

 

 

 

 

 

 

 

 

 

 

Projects to expand operations

 

Project location

 

Business segment

 

 

 

 

 

Lake Charles Chemical project

 

United States

 

Base Chemicals and Performance Chemicals

 

13 977

 

5 081

 

Canadian shale gas exploration and development

 

Canada

 

Exploration and Production International

 

2 924

 

3 155

 

Fischer-Tropsch wax expansion project

 

Sasolburg

 

Performance Chemicals

 

1 804

 

2 170

 

Gas-to-liquids project in North America

 

United States

 

Energy and Performance Chemicals

 

1 464

 

1 461

 

High density polyethylene plant

 

United States

 

Base Chemicals

 

620

 

283

 

Mozambique exploration and development

 

Mozambique

 

Exploration and Production International

 

571

 

181

 

Loop Lines project

 

Mozambique

 

Energy

 

490

 

613

 

Other projects to expand operations (less than R500 million)

 

Various

 

Various

 

2 963

 

5 072

 

 

 

 

 

 

 

24 813

 

18 016

 

 

41



 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

4                                         Goodwill

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

2 355

 

2 089

 

Acquisition of businesses

 

56

 

 

16

 

Translation of foreign operations

 

48

 

338

 

250

 

Balance at end of year

 

 

 

2 693

 

2 355

 

Accumulated impairment

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

1 711

 

1 515

 

Impairment of goodwill

 

38

 

 

19

 

Translation of foreign operations

 

48

 

392

 

177

 

Balance at end of year

 

 

 

2 103

 

1 711

 

Carrying value at end of year

 

 

 

590

 

644

 

 

 

 

 

 

 

 

 

Business segmentation*

 

 

 

 

 

 

 

Energy

 

 

 

8

 

13

 

Base Chemicals

 

 

 

88

 

84

 

Performance Chemicals

 

 

 

494

 

547

 

Total operations

 

 

 

590

 

644

 

 

Goodwill is largely attributable to the organics, inorganics and wax businesses within the Performance Chemicals business segment.

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

42



 

5                                         Other intangible assets

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Cost

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

4 506

 

3 793

 

Acquisition of businesses

 

56

 

 

219

 

Additions

 

 

 

155

 

212

 

to sustain existing operations

 

 

 

155

 

211

 

to expand operations

 

 

 

 

1

 

Assets under construction capitalised

 

3

 

266

 

459

 

Reclassification to held for sale

 

 

 

(50

)

 

Translation of foreign operations

 

48

 

(31

)

259

 

Disposal of businesses

 

57

 

 

(202

)

Disposals and scrapping

 

 

 

(352

)

(234

)

Balance at end of year

 

 

 

4 494

 

4 506

 

Comprising

 

 

 

 

 

 

 

Software

 

 

 

2 158

 

1 989

 

Patents and trademarks

 

 

 

904

 

953

 

Emission rights

 

 

 

191

 

258

 

Other intangible assets

 

 

 

1 241

 

1 306

 

 

 

 

 

4 494

 

4 506

 

Accumulated amortisation and impairment

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

2 624

 

2 375

 

Current year charge

 

51

 

385

 

317

 

Net impairment of other intangible assets

 

38

 

(12

)

60

 

Reclassification to held for sale

 

 

 

(50

)

 

Translation of foreign operations

 

48

 

(43

)

148

 

Disposal of businesses

 

57

 

 

(153

)

Disposals and scrapping

 

 

 

(113

)

(123

)

Balance at end of year

 

 

 

2 791

 

2 624

 

 

 

 

 

 

 

 

 

Comprising

 

 

 

 

 

 

 

Software

 

 

 

1 411

 

1 216

 

Patents and trademarks

 

 

 

775

 

811

 

Emission rights

 

 

 

8

 

90

 

Other

 

 

 

597

 

507

 

 

 

 

 

2 791

 

2 624

 

Carrying value

 

 

 

 

 

 

 

Software

 

 

 

747

 

773

 

Patents and trademarks

 

 

 

129

 

142

 

Emission rights

 

 

 

183

 

168

 

Other

 

 

 

644

 

799

 

 

 

 

 

1 703

 

1 882

 

 

43



 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

5                                         Other intangible assets continued

 

 

 

Software

 

Patents
and
trademarks

 

Emission
rights

 

Other
intangible
assets

 

Total

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Cost

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2013

 

1 561

 

863

 

306

 

1 063

 

3 793

 

Acquisition of business

 

 

 

 

219

 

219

 

Additions

 

60

 

3

 

131

 

18

 

212

 

to sustain existing operations

 

59

 

3

 

131

 

18

 

211

 

to expand operations

 

1

 

 

 

 

1

 

Assets under construction capitalised

 

429

 

 

 

30

 

459

 

Translation of foreign operations

 

33

 

106

 

32

 

88

 

259

 

Disposal of businesses

 

(6

)

(19

)

(65

)

(112

)

(202

)

Disposals and scrapping

 

(88

)

 

(146

)

 

(234

)

Balance at 30 June 2014

 

1 989

 

953

 

258

 

1 306

 

4 506

 

Additions

 

28

 

1

 

76

 

50

 

155

 

to sustain existing operations

 

28

 

1

 

76

 

50

 

155

 

Assets under construction capitalised

 

241

 

5

 

 

20

 

266

 

Reclassification to held for sale

 

 

 

(50

)

 

(50

)

Translation of foreign operations

 

(10

)

(50

)

(13

)

42

 

(31

)

Disposals and scrapping

 

(90

)

(5

)

(80

)

(177

)

(352

)

Balance at 30 June 2015

 

2 158

 

904

 

191

 

1 241

 

4 494

 

Accumulated amortisation and impairment

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2013

 

1 007

 

722

 

138

 

508

 

2 375

 

Current year charge

 

232

 

16

 

 

69

 

317

 

Impairment of other intangible assets

 

2

 

2

 

33

 

23

 

60

 

Translation of foreign operations

 

23

 

90

 

16

 

19

 

148

 

Disposal of businesses

 

(7

)

(19

)

(15

)

(112

)

(153

)

Disposals and scrapping

 

(41

)

 

(82

)

 

(123

)

Balance at 30 June 2014

 

1 216

 

811

 

90

 

507

 

2 624

 

Current year charge

 

283

 

17

 

 

85

 

385

 

Net impairment of other intangible assets

 

 

 

(12

)

 

(12

)

Reclassification to held for sale

 

 

 

(50

)

 

(50

)

Translation of foreign operations

 

(2

)

(49

)

(3

)

11

 

(43

)

Disposals and scrapping

 

(86

)

(4

)

(17

)

(6

)

(113

)

Balance at 30 June 2015

 

1 411

 

775

 

8

 

597

 

2 791

 

Carrying value at 30 June 2015

 

747

 

129

 

183

 

644

 

1 703

 

Carrying value at 30 June 2014

 

773

 

142

 

168

 

799

 

1 882

 

 

44



 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Additions to other intangible assets (cash flow)

 

 

 

 

 

Current year additions

 

155

 

212

 

Adjustments for non-cash items-emission rights received

 

(76

)

(131

)

Per the statement of cash flows

 

79

 

81

 

 

Additional disclosures

 

Amortisation of intangible assets

 

Amortisation rates on intangible assets are noted under accounting policies and financial reporting terms. Emission rights are not subject to amortisation. The assessment that the estimated useful lives of these assets are indefinite is based on the assumption that emission rights can be utilised over an indefinite number of years as there are no limitations on the transferability thereof. This assessment is reviewed at least annually. The recoverable amount of emission rights is determined based on their quoted market price.

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Business segmentation of emission rights*

 

 

 

 

 

Base Chemicals

 

 

3

 

Performance Chemicals

 

183

 

165

 

Total operations

 

183

 

168

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

45


 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

6                                         Other long-term investments

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Investments available-for-sale

 

6.1

 

745

 

628

 

unlisted equity investments

 

 

 

206

 

221

 

listed investments

 

 

 

539

 

407

 

Investment held-for-trading

 

6.2

 

 

43

 

Investments held-to-maturity

 

6.3

 

81

 

205

 

Other long-term investments per statement of financial position

 

 

 

826

 

876

 

 

 

 

 

 

 

 

 

Fair value of other long-term investments

 

 

 

 

 

 

 

Investments available-for-sale

 

6.1

 

745

 

628

 

Investment held-for-trading

 

6.2

 

 

43

 

Investments held-to-maturity

 

6.3

 

81

 

205

 

 

6.1                               Investments available-for-sale

 

Fair value of investments available-for-sale

 

The fair value of the unlisted equity investments approximates its original cost. Accordingly, these investments are carried at their original cost less impairment in the statement of financial position. The unlisted investments represent strategic investments of the group and are long term in nature as management has no intention of disposing of these investments in the foreseeable future.

 

The fair value of the listed investments is based on the quoted market price as at 30 June 2015. Investments amounting to R425 million (2014 — R311 million) are restricted for use as they are held in a separate trust to be used exclusively for rehabilitation purposes at Mining. Management has no intention of disposing of these investments in the foreseeable future.

 

6.2                               Investment held-for-trading

 

Fair value of investment held-for-trading

 

The fair value of the unlisted equity investment approximates its original cost. Accordingly, this investment is carried at its original cost less impairment in the statement of financial position.

 

6.3                               Investments held-to-maturity

 

Fair value of investments held-to-maturity

 

The fair value of investments held-to-maturity, which comprise of long-term fixed deposits, is determined using a discounted cash flow method using market related rates at 30 June 2015.  The market related rate used to discount estimated cash flows was 6,88% ( 2014 — between 6,20% and 7,11%). The long-term fixed deposits are restricted for use as they are held in a separate trust to be used exclusively for rehabilitation purposes at Mining.

 

46



 

7                                         Investments in equity accounted joint ventures

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

The amounts recognised in the statement of financial position are as follows:

 

 

 

 

 

 

 

Investments in equity accounted joint ventures

 

 

 

10 028

 

8 280

 

 

 

 

 

 

 

 

 

The amounts recognised in the income statement are as follows:

 

 

 

 

 

 

 

Share of profits of equity accounted joint ventures, net of tax

 

39

 

2 098

 

3 810

 

Share of profits

 

 

 

2 097

 

3 823

 

Remeasurement items

 

 

 

1

 

(13

)

 

 

 

 

 

 

 

 

The amounts recognised in the statement of cash flows are as follows:

 

 

 

 

 

 

 

Finance income

 

 

 

 

 

 

 

Dividends received from equity accounted joint ventures

 

53

 

2 319

 

4 380

 

 

At 30 June, the group’s interest in equity accounted joint ventures and the total carrying values were:

 

Name

 

Country of
incorporation

 

Nature of activities

 

Interest
%

 

2015
Rm

 

2014
Rm

 

ORYX GTL Limited

 

Qatar

 

GTL plant

 

49

 

7 201

 

6 539

 

Sasol Huntsman GmbH & co KG

 

Germany

 

Manufacturing of chemical products

 

50

 

827

 

772

 

Petronas Chemicals LDPE Sdn Bhd

 

Malaysia

 

Manufacturing and marketing of low-density polyethylene pellets

 

40

 

632

 

671

 

Uzbekistan GTL LLC(1)

 

Uzbekistan

 

GTL plant

 

40,3

 

815

 

 

Sasol Dyno Nobel (Pty) Ltd

 

South Africa

 

Manufacturing and distribution of explosives

 

50

 

245

 

228

 

Petromoc e Sasol SARL

 

Mozambique

 

Marketing of fuels

 

49

 

96

 

64

 

Sasol Chevron Holdings Limited(2)

 

Bermuda

 

Marketing of Escravos GTL products

 

50

 

212

 

 

Other

 

 

 

 

 

various

 

 

6

 

Carrying value of investments

 

 

 

 

 

 

 

10 028

 

8 280

 

 


(1)   The group had classified its investment in Uzbekistan GTL as held for sale at 30 June 2014 (refer note 12). Following negotiations and a strategic evaluation of the asset, the group decided to retain the investment whilst it pursues alternative ways to enable the project and accordingly, the investment is no longer classified as held for sale at 30 June 2015. In terms of amendments to the shareholders’ agreement and Sasol’s response plan to the volatile macro economic environment, Sasol will not contribute further capital to the investment until a longer term plan is agreed. Accordingly, the group’s interest in the Uzbekistan GTL company has been diluted to 40,3% as a result of further capital contributions made by the local partner.

 

(2)   In 2014, the investment in Sasol Chevron Holdings Limited was reduced to Rnil as a result of Sasol’s cumulative share of losses exceeding the carrying value.

 

47



 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

7                                         Investments in equity accounted joint ventures continued

 

Summarised financial information for the group’s material equity accounted joint ventures

 

In accordance with the group’s accounting policy, the results of joint ventures are equity accounted. The information provided below represents the group’s material joint ventures. The financial information presented includes the full financial position and results of the joint venture and includes intercompany transactions and balances.

 

 

 

ORYX GTL Limited

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Summarised statement of financial position

 

 

 

 

 

Non-current assets

 

12 150

 

10 400

 

property, plant and equipment

 

10 407

 

9 616

 

assets under construction

 

1 508

 

658

 

other non-current assets

 

235

 

126

 

Current assets

 

4 492

 

4 350

 

cash and cash equivalents

 

705

 

592

 

other current assets

 

3 787

 

3 758

 

 

 

 

 

 

 

Total assets

 

16 642

 

14 750

 

 

 

 

 

 

 

Non-current liabilities

 

960

 

755

 

long-term debt

 

222

 

193

 

long-term provisions

 

87

 

70

 

other non-current liabilities

 

651

 

492

 

Current liabilities

 

985

 

650

 

 

 

 

 

 

 

Total liabilities

 

1 945

 

1 405

 

Net assets

 

14 697

 

13 345

 

 

 

 

 

 

 

Summarised income statement

 

 

 

 

 

 

 

 

 

 

 

Turnover

 

10 205

 

13 743

 

Depreciation and amortisation

 

(1 166

)

(1 149

)

Other operating expenses

 

(5 172

)

(4 320

)

Operating profit

 

3 867

 

8 274

 

Finance income

 

10

 

15

 

Finance expense

 

(2

)

(5

)

Net profit before tax

 

3 875

 

8 284

 

Taxation

 

(83

)

(64

)

Profit and total comprehensive income for the year

 

3 792

 

8 220

 

 

 

 

 

 

 

The group’s share of profits of equity accounted joint venture

 

1 858

 

4 028

 

 

 

 

 

 

 

Reconciliation of summarised financial information

 

 

 

 

 

 

 

 

 

 

 

Net assets at the beginning of the year

 

13 345

 

13 037

 

Profit for the year

 

3 792

 

8 220

 

Foreign exchange differences

 

2 163

 

971

 

Dividends paid

 

(4 603

)

(8 883

)

Net assets at the end of the year

 

14 697

 

13 345

 

 

 

 

 

 

 

Carrying value of investment in equity accounted joint venture

 

7 201

 

6 539

 

 

The carrying value of the investment in joint venture represents the group’s interest in the net assets of the joint venture.

 

48



 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Summarised financial information for the group’s share of equity accounted joint ventures which are not material*

 

 

 

 

 

Operating profit/(loss)

 

296

 

(179

)

Profit/(loss) before tax

 

306

 

(188

)

Taxation

 

(66

)

(30

)

Profit/(loss) and total comprehensive income for the year

 

240

 

(218

)

 


* The financial information provided represents the group’s share of the results of the equity accounted joint ventures.

 

 

 

2015

 

2014

 

Capital commitments relating to equity accounted joint ventures

 

Rm

 

Rm

 

Capital commitments, excluding capitalised interest, include all projects for which specific board approval has been obtained up to the reporting date. Projects still under investigation for which specific board approvals have not yet been obtained are excluded from the following:

 

 

 

 

 

Authorised and contracted for

 

716

 

1 152

 

Authorised but not yet contracted for

 

691

 

438

 

Less expenditure to the end of year

 

(759

)

(826

)

 

 

648

 

764

 

Contingent liabilities

 

 

 

 

 

There were no contingent liabilities at 30 June 2015 relating to equity accounted joint ventures other than as disclosed in note 58.

 

 

 

 

 

Impairment testing of investments in equity accounted joint ventures

 

 

 

 

 

Based on impairment indicators at each reporting date, impairment tests in respect of investments in equity accounted joint ventures are performed. The recoverable amount of the investment is compared to the carrying amount, as described in note 38, to calculate the impairment.

 

 

 

 

 

Business segmentation*

 

 

 

 

 

Mining

 

 

5

 

Energy

 

8 324

 

6 604

 

Base Chemicals

 

1 704

 

1 671

 

Total carrying value of investments in equity accounted joint ventures

 

10 028

 

8 280

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

Joint ventures whose financial year ends are within three months of 30 June are included in the consolidated financial statements using their most recently audited financial results. Adjustments are made to the equity accounted joint ventures’ financial results for material transactions and events in the intervening period.

 

There are no significant restrictions on the ability of the joint ventures to transfer funds to Sasol Limited in the form of cash dividends or repayment of loans or advances.

 

49



 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

8                                         Investments in associates

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

The amounts recognised in the statement of financial position are as follows:

 

 

 

 

 

 

 

Investments in associates

 

 

 

1 842

 

1 877

 

 

 

 

 

 

 

 

 

The amounts recognised in the income statement are as follows:

 

 

 

 

 

 

 

Share of (losses)/profits of associates, net of tax

 

40

 

(41

)

334

 

Share of (losses)/profits

 

 

 

(41

)

334

 

Remeasurement items

 

 

 

 

 

 

 

 

 

 

 

 

 

The amounts recognised in the statement of cash flows are as follows:

 

 

 

 

 

 

 

Finance income

 

 

 

 

 

 

 

Dividends received from associates

 

53

 

493

 

337

 

 

At 30 June, the group’s interest in associates and the total carrying values were:

 

Name

 

Country of
incorporation

 

Nature of business

 

Interest
%

 

2015
Rm

 

2014
Rm

 

Petronas Chemicals Olefins Sdn Bhd*

 

Malaysia

 

Ethane and propane gas cracker

 

12

 

939

 

946

 

Escravos GTL (EGTL)**

 

Nigeria

 

GTL plant

 

10

 

763

 

763

 

Oxis Energy

 

United Kingdom

 

Battery technology development

 

31

 

130

 

155

 

Other

 

 

 

 

 

various

 

10

 

13

 

Carrying value of investments

 

 

 

 

 

 

 

1 842

 

1 877

 

 


*            Although the group holds less than 20% of the voting power of Petronas Chemicals Olefins Sdn Bhd, the group exercises significant influence with regards to the management of the venture.

**     Although the group holds less than 20% of the voting power of EGTL, the group has significant influence with regards to the management of the plant.

 

At 30 June, the group’s total interest in the Escravos gas-to-liquids (EGTL) plant was:

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Investment in associate

 

763

 

763

 

Loan to associate classified as long-term receivables

 

64

 

173

 

 

 

827

 

936

 

Summarised financial information for associates*

 

 

 

 

 

Operating profit

 

110

 

443

 

Profit before tax

 

128

 

442

 

Taxation

 

(169

)

(108

)

Profit and total comprehensive income for the year

 

(41

)

334

 

 


*   The financial information provided represents the group’s share of the results of the associates. None of the associates are individually material to the group.

 

50


 

Contingent liabilities

 

There were no contingent liabilities at 30 June 2015 relating to associates other than as disclosed in note 58.

 

Impairment testing of associates

 

Impairment testing in respect of investments in associates is performed at each reporting date only when there are indicators of impairment. The recoverable amount based on the value in use of the cash generating unit is compared to the carrying amount as described in note 38 to calculate the impairment.

 

 

 

2015

 

2014

 

Business segmentation*

 

Rm

 

Rm

 

Energy

 

773

 

774

 

Base Chemicals

 

939

 

946

 

Performance Chemicals

 

 

2

 

Group Functions

 

130

 

155

 

Total carrying value of investments in associates

 

1 842

 

1 877

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

Associates whose financial year ends are within three months of 30 June are included in the consolidated financial statements using their most recently audited financial results. Adjustments are made to the associates’ financial results for material transactions and events in the intervening period.

 

There are no significant restrictions on the ability of the associates to transfer funds to Sasol Limited in the form of cash dividends or repayment of loans or advances.

 

9                                         Post-retirement benefit assets

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Post-retirement benefit assets

 

21.2

 

590

 

487

 

 

For further details of post-retirement benefit assets, refer note 21.2.

 

51



 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

10                                  Long-term receivables and prepaid expenses

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Total long-term receivables

 

 

 

2 957

 

2 963

 

Short-term portion

 

15

 

(1 405

)

(226

)

 

 

 

 

1 552

 

2 737

 

Long-term prepaid expenses

 

 

 

239

 

185

 

 

 

 

 

1 791

 

2 922

 

 

 

 

 

 

 

 

 

Comprising

 

 

 

 

 

 

 

Long-term joint operations receivables (interest bearing)

 

 

 

628

 

1 270

 

Long-term interest-bearing loans

 

 

 

650

 

1 179

 

Long-term interest-free loans

 

 

 

274

 

288

 

 

 

 

 

1 552

 

2 737

 

 

 

 

 

 

 

 

 

Maturity profile

 

 

 

 

 

 

 

Within one year

 

 

 

1 405

 

226

 

One to five years

 

 

 

237

 

1 565

 

More than five years

 

 

 

1 315

 

1 172

 

 

 

 

 

2 957

 

2 963

 

 

Fair value of long-term loans and receivables

 

The fair value of long-term receivables is determined using a discounted cash flow method, based on market related rates at 30 June. The fair value of long-term interest bearing receivables approximates the carrying value as market related rates of interest are charged on these outstanding amounts.

 

The interest-free loans relate primarily to deposits on office rental space in terms of various operating lease agreements. These amounts were considered to be recoverable as at 30 June 2015.

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Fair value of long-term receivables

 

2 957

 

2 963

 

 

Impairment of long-term loans and receivables

 

Long-term loans and receivables that are not past their due date are not considered to be impaired, except in situations where they are part of individually impaired long-term loans and receivables.

 

11                                  Long-term financial assets

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

 

 

 

 

 

 

Forward exchange contracts

 

 

13

 

 

 

 

 

 

 

Arising on long-term derivative financial instruments

 

 

13

 

 

 

 

 

 

 

held-for-trading

 

 

13

 

 

Long-term financial assets include the revaluation of in-the-money derivative instruments, refer note 64. The fair value of derivatives is based on market valuations.

 

52



 

Current assets

 

 

 

 

 

2015

 

2014

 

 

 

Note

 

Rm

 

Rm

 

Assets in disposal groups held for sale

 

12

 

89

 

1 419

 

Inventories

 

13

 

23 141

 

26 758

 

Tax receivable

 

28

 

1 563

 

550

 

Trade receivables

 

14

 

23 863

 

25 223

 

Other receivables and prepaid expenses

 

15

 

4 547

 

4 601

 

Short-term financial assets

 

16

 

124

 

420

 

Cash restricted for use

 

17

 

5 022

 

1 245

 

Cash

 

17

 

48 329

 

37 155

 

 

 

 

 

106 678

 

97 371

 

 

12                                  Disposal groups held for sale

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Assets in disposal groups held for sale

 

 

 

 

 

 

 

Energy — Investment in Naledi Petroleum Holdings (Pty) Ltd

 

12.1

 

49

 

158

 

Energy — Investment in Uzbekistan GTL joint venture

 

12.2

 

 

666

 

Sasolburg Operations — Air separation unit

 

12.3

 

 

471

 

Other

 

 

 

40

 

124

 

 

 

 

 

89

 

1 419

 

 

 

 

 

 

 

 

 

Liabilities in disposal groups held for sale

 

 

 

 

 

 

 

Energy — Investment in Naledi Petroleum Holdings (Pty) Ltd

 

12.1

 

(15

)

(46

)

Other

 

 

 

 

(11

)

 

 

 

 

(15

)

(57

)

 

 

 

 

 

 

 

 

Business segmentation*

 

 

 

 

 

 

 

Energy

 

 

 

34

 

777

 

Base Chemicals

 

 

 

 

236

 

Performance Chemicals

 

 

 

40

 

349

 

Total operations

 

 

 

74

 

1 362

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

53



 

12                                  Disposal groups held for sale continued

 

12.1                        Energy — Investment in Naledi Petroleum Holdings (Pty) Ltd

 

In December 2013, Sasol entered negotiations with potential buyers interested in acquiring the shareholding in Exel Lesotho (Pty) Ltd and Exel Swaziland (Pty) Ltd. On 1 November 2014, the sale of Exel Lesotho (Pty) Ltd was concluded (refer to note 57). The sale of Exel Swaziland (Pty) Ltd is expected to be concluded within the next 12 months.

 

12.2                        Energy — Investment in Uzbekistan GTL joint venture

 

The group had classified its investment in Uzbekistan GTL as held for sale at 30 June 2014. Following negotiations and a strategic evaluation of the asset, the group has decided to retain the investment, and as a result, the investment is no longer classified as held for sale at 30 June 2015.

 

12.3                        Sasolburg operations — Air separation unit

 

During 2014, Sasol entered into negotiations with a potential buyer to dispose of its air separation unit in Sasolburg. The sale was concluded in July 2014 after approval was obtained from the South African Competition Commission on 31 July 2014.

 

13                                  Inventories

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Carrying value

 

 

 

 

 

Crude oil and other raw materials

 

4 199

 

5 514

 

Process material

 

1 569

 

1 472

 

Maintenance materials

 

4 493

 

4 031

 

Work in process

 

2 315

 

3 046

 

Manufactured products

 

10 273

 

12 204

 

Consignment inventory

 

292

 

491

 

 

 

23 141

 

26 758

 

Business segmentation*

 

 

 

 

 

Mining

 

1 268

 

1 257

 

Exploration and Production International

 

169

 

74

 

Energy

 

6 781

 

9 178

 

Base Chemicals

 

4 436

 

5 262

 

Performance Chemicals

 

10 438

 

10 958

 

Group Functions

 

49

 

29

 

Total operations

 

23 141

 

26 758

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

The impact of lower crude oil and chemical product prices has resulted in a net realisable value write-down of R249 million in 2015 (2014 — R459 million).

 

No inventories are encumbered.

 

54



 

14                                  Trade receivables

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Trade receivables

 

21 672

 

22 929

 

Related party receivables

 

469

 

208

 

equity accounted joint ventures

 

469

 

208

 

Impairment of trade receivables

 

(478

)

(500

)

Receivables

 

21 663

 

22 637

 

Duties recoverable from customers

 

372

 

372

 

Value added tax

 

1 828

 

2 214

 

 

 

23 863

 

25 223

 

 

Credit risk exposure in respect of trade receivables is analysed as follows:

 

 

 

Carrying
value

 

Impairment

 

Carrying
value

 

Impairment

 

 

 

2015

 

2015

 

2014

 

2014

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Age analysis of trade receivables

 

 

 

 

 

 

 

 

 

Not past due date

 

20 062

 

1

 

21 051

 

8

 

Past due 0 – 30 days

 

915

 

12

 

1 204

 

4

 

Past due 31 – 150 days

 

189

 

26

 

165

 

42

 

Past due 151 days – one year

 

39

 

24

 

29

 

12

 

More than one year*

 

467

 

415

 

480

 

434

 

 

 

21 672

 

478

 

22 929

 

500

 

 


*  More than one year relates to long outstanding balances for specific customers who have exceeded their contractual repayment terms.

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Impairment of trade receivables

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

(500

)

(530

)

Acquisition of business

 

 

 

 

(5

)

Disposal of businesses

 

 

 

 

1

 

Raised during year

 

37

 

(88

)

(61

)

Utilised during year

 

 

 

55

 

88

 

Released during year

 

37

 

48

 

25

 

Translation of foreign operations

 

 

 

7

 

(18

)

Balance at end of year

 

 

 

(478

)

(500

)

 

Impairment of trade receivables

 

Trade receivables that are not past their due date are not considered to be impaired, except where they are part of individually impaired trade receivables. The individually impaired trade receivables mainly relate to certain customers who are trading in difficult economic circumstances.

 

No individual customer represents more than 10% of the group’s trade receivables.

 

Fair value of trade receivables

 

The carrying value approximates fair value because of the short period to maturity of these instruments.

 

Collateral

 

The group holds no collateral over the trade receivables which can be sold or pledged to a third party.

 

55


 

Sasol Limited group

Notes to the financial statements

Non-current assets

(continued)

 

14                                  Trade receivables continued

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Business segmentation*

 

 

 

 

 

Mining

 

166

 

406

 

Exploration and Production International

 

391

 

509

 

Energy

 

8 081

 

8 872

 

Base Chemicals

 

6 358

 

6 472

 

Performance Chemicals

 

8 687

 

8 846

 

Group Functions

 

180

 

118

 

Total operations

 

23 863

 

25 223

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

15                                    Other receivables and prepaid expenses

 

 

 

 

 

2015

 

2014

 

 

 

Note

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Cell captive insurance related receivables

 

 

 

477

 

392

 

Insurance related receivables

 

 

 

6

 

15

 

Receivables related to exploration activities

 

 

 

185

 

55

 

Employee related receivables

 

 

 

50

 

121

 

Receivable from the European Union for the Performance Chemicals (Wax) fine reduction

 

58

 

 

2 449

 

Receivables from joint operations

 

 

 

76

 

 

Other receivables

 

 

 

887

 

928

 

 

 

 

 

1 681

 

3 960

 

Short-term portion of long-term receivables

 

10

 

1 405

 

226

 

Other receivables

 

 

 

3 086

 

4 186

 

Prepaid expenses

 

 

 

1 461

 

415

 

 

 

 

 

4 547

 

4 601

 

 

Fair value of other receivables

 

The carrying value approximates fair value because of the short period to maturity of these instruments.

 

56



 

16                                  Short-term financial assets

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Forward exchange contracts

 

97

 

420

 

Commodity derivatives

 

27

 

 

 

 

 

 

 

 

Arising on short-term derivative financial instruments

 

124

 

420

 

 

 

 

 

 

 

used for cash flow hedging

 

3

 

4

 

held-for-trading

 

121

 

416

 

 

Short-term financial assets include the revaluation of in-the-money derivative instruments, refer note 64. The fair value of derivatives is based upon market valuations.

 

17                                  Cash and cash equivalents

 

 

 

 

 

2015

 

2014

 

 

 

Note

 

Rm

 

Rm

 

Cash restricted for use

 

 

 

5 022

 

1 245

 

Cash

 

 

 

48 329

 

37 155

 

Bank overdraft

 

 

 

(319

)

(379

)

Per the statement of cash flows

 

 

 

53 032

 

38 021

 

 

 

 

 

 

 

 

 

Cash restricted for use

 

 

 

 

 

 

 

In trust

 

17.1

 

324

 

346

 

In respect of joint operations

 

17.2

 

4 431

 

774

 

Held as collateral

 

17.3

 

2

 

72

 

Other

 

17.4

 

265

 

53

 

 

 

 

 

5 022

 

1 245

 

 

Included in cash restricted for use:

 

17.1                        Cash held in trust of R324 million (2014 — R346 million) is restricted for use and is being held in escrow, and includes funds for the rehabilitation of various sites.

 

17.2                        Cash in respect of joint operations can only be utilised for the business activities of the joint operations. This includes Sasol’s interests in the high density polyethylene plant in North America (R2,0 billion) and in the Canadian shale gas asset in Montney (R1,7 billion).

 

17.3                        Cash deposits of R2 million (2014 — R72 million) serving as collateral for bank guarantees.

 

17.4                        Other cash restricted for use include deposits for future abandonment site obligations and decommissioning of pipelines.

 

Fair value of cash and cash equivalents

 

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

 

57



 

Sasol Limited group

Notes to the financial statements

 

Non-current liabilities

 

 

 

 

 

2015

 

2014

 

 

 

Note

 

Rm

 

Rm

 

Long-term debt

 

18

 

39 269

 

23 419

 

Long-term financial liabilities

 

19

 

8

 

17

 

Long-term provisions

 

20

 

13 431

 

15 232

 

Post-retirement benefit obligations

 

21

 

10 071

 

9 294

 

Long-term deferred income

 

22

 

425

 

293

 

Deferred tax liabilities

 

23

 

22 570

 

18 246

 

 

 

 

 

85 774

 

66 501

 

 

18                                  Long-term debt

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Total long-term debt

 

 

 

42 066

 

25 921

 

Short-term portion

 

24

 

(2 797

)

(2 502

)

 

 

 

 

39 269

 

23 419

 

 

 

 

 

 

 

 

 

Analysis of long-term debt

 

 

 

 

 

 

 

At amortised cost

 

 

 

 

 

 

 

Secured debt

 

 

 

8 477

 

815

 

Preference shares

 

 

 

12 113

 

8 106

 

Finance leases

 

 

 

1 532

 

940

 

Unsecured debt

 

 

 

20 331

 

16 204

 

Unamortised loan costs

 

 

 

(387

)

(144

)

 

 

 

 

42 066

 

25 921

 

 

 

 

 

 

 

 

 

Reconciliation

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

25 921

 

22 648

 

Acquisition of businesses

 

56

 

 

20

 

Loans raised

 

 

 

15 115

 

3 263

 

proceeds from new loans

 

 

 

14 543

 

3 263

 

finance leases acquired

 

 

 

572

 

 

Loans repaid

 

 

 

(1 663

)

(2 207

)

Interest accrued

 

42

 

408

 

1 276

 

Amortisation of loan costs

 

 

 

113

 

59

 

Translation effect of foreign currency loans

 

 

 

416

 

829

 

Translation of foreign operations

 

48

 

1 756

 

33

 

Balance at end of year

 

 

 

42 066

 

25 921

 

 

 

 

 

 

 

 

 

Interest-bearing status

 

 

 

 

 

 

 

Interest-bearing debt

 

 

 

41 400

 

25 365

 

Non-interest-bearing debt

 

 

 

666

 

556

 

 

 

 

 

42 066

 

25 921

 

 

 

 

 

 

 

 

 

Maturity profile

 

 

 

 

 

 

 

Within one year

 

 

 

2 797

 

2 502

 

One to five years

 

 

 

15 946

 

11 448

 

More than five years

 

 

 

23 323

 

11 971

 

 

 

 

 

42 066

 

25 921

 

 

58



 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Business segmentation*

 

 

 

 

 

Mining

 

2 884

 

3 025

 

Exploration and Production International

 

 

150

 

Energy

 

3 888

 

3 937

 

Base Chemicals

 

6 971

 

24

 

Performance Chemicals

 

4 637

 

488

 

Group Functions

 

23 686

 

18 297

 

Total operations

 

42 066

 

25 921

 

 


* 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

Fair value of long-term debt

 

The fair value of long-term debt is based on the quoted market price for the same or similar instruments or on the current rates available for debt with the same maturity profile and with similar cash flows. Market related rates ranging between 1,2% and 16,6% were used to discount estimated cash flows based on the underlying currency of the debt.

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Total long-term debt (before unamortised loan costs)(1)

 

42 866

 

26 531

 

 


(1)         The difference in the fair value of long-term debt in 2015 compared to the carrying value is mainly due to the prevailing market price of the debt instruments in the US and Inzalo preference shares debt at 30 June 2015.

 

In terms of Sasol Limited’s memorandum of incorporation, the group’s borrowing powers are limited to twice the sum of its share capital and reserves (2015 — R383 billion; 2014 — R342 billion).

 

 

 

 

 

 

 

 

 

Interest rate at

 

2015

 

2014

 

Terms of repayment

 

Security

 

Business

 

Currency

 

30 June 2015

 

Rm

 

Rm

 

Secured debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayable in bi-annual instalments ending May 2022

 

Secured by assets under construction with a carrying value of R24 099 million and other assets with a carrying value of R15 580 million (2014 — Rnil)

 

US Operations

 

US Dollar

 

Libor +2,25%

 

8 241

 

 

Other secured debt

 

 

 

Various

 

Various

 

Various

 

236

 

143

 

Settled during the year

 

Secured by plant and equipment with a carrying value of Rnil (2014 - R7 952 million)

 

 

 

 

 

 

 

 

672

 

 

 

 

 

 

 

 

 

 

 

8 477

 

815

 

 

59



 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

18                                  Long-term debt continued

 

 

 

 

 

 

 

 

 

Interest rate at

 

2015

 

2014

 

Terms of repayment

 

Security

 

Business

 

Currency

 

30 June 2015

 

Rm

 

Rm

 

Preference shares

 

 

 

 

 

 

 

 

 

 

 

 

 

A preference shares repayable in semi-annual instalments between June 2008 and October 2018 (1)

 

Secured by Sasol preferred ordinary shares held by the company

 

Group Functions (Inzalo)

 

Rand

 

Fixed 11,1% to 12,3%

 

1 801

 

1 964

 

B preference shares repayable between June 2008 and October 2018 (2)

 

Secured by Sasol preferred ordinary shares held by the company

 

Group Functions (Inzalo)

 

Rand

 

Fixed 13,3% to 14,7%

 

1 163

 

1 162

 

C preference shares repayable October 2018 (3), (4)

 

Secured by guarantee from Sasol Limited

 

Group Functions (Inzalo)

 

Rand

 

Variable 68% of prime

 

8 608

 

4 492

 

A preference shares repayable between March 2013 and October 2018 (5)

 

Secured by preference shares held by Sasol Mining Holdings (Pty) Ltd

 

Mining (Ixia)

 

Rand

 

Fixed 10,0%

 

541

 

488

 

 

 

 

 

 

 

 

 

 

 

12 113

 

8 106

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance leases

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayable in monthly instalments over 10 to 30 years ending December 2033

 

Secured by plant and equipment with a carrying value of R769 million (2014 — R730 million)

 

Energy

 

Rand

 

Fixed 6,2% to 16,6% and variable 7,0% to 8,3%

 

714

 

647

 

Repayable in monthly instalments ending June 2034

 

Secured by plant and equipment with a carrying value of R543 million (2014 — Rnil)

 

Base Chemicals and Performance Chemicals

 

Rand

 

Fixed 12,95%

 

566

 

 

Other finance leases

 

Underlying assets

 

Various

 

Various

 

Various

 

252

 

293

 

 

 

 

 

 

 

 

 

 

 

1 532

 

940

 

Total secured debt

 

 

 

 

 

 

 

 

 

22 122

 

9 861

 

 


(1)         A preference shares debt was raised in 2008 within structured entities as part of the Sasol Inzalo share transaction (refer note 47.2). During the year, R160 million (2014 — R177 million) was repaid in respect of the capital portion related to these preference shares. Dividends on these preference shares are payable in semi-annual instalments ending October 2018. It is required that 50% of the principal amount be repaid between October 2008 and October 2018, with the balance of the debt repayable at the end date. The A Preference shares are secured by a first right over the Sasol preferred ordinary shares held by the structured entities. It therefore has no direct recourse against Sasol Limited. The Sasol preferred ordinary shares held may not be disposed of or encumbered in any way.

 

(2)         B preference shares debt was raised in 2008 within structured entities as part of the Sasol Inzalo share transaction (refer note 47.2). Dividends on these preference shares are payable in semi-annual instalments ending October 2018. The principal amount is repayable on maturity during October 2018. The B Preference shares are secured by a second right over the Sasol preferred ordinary shares held by the structured entities. It therefore has no direct recourse against Sasol Limited. The Sasol preferred ordinary shares held may not be disposed of or encumbered in any way.

 

(3)         C preference shares debt was raised in 2008 within structured entities as part of the Sasol Inzalo share transaction (refer note 47.2). Dividends and the principal amount on these preference shares are payable on maturity during October 2018. The C Preference shares are secured by a guarantee from Sasol Limited.

 

(4)         Additional C preference shares were issued in 2015 as part of the refinancing of the Sasol Inzalo transaction. The proceeds from the issue of preference shares was used by Sasol Inzalo to redeem the D preference shares held by Sasol Limited company, which was eliminated on consolidation. The refinancing of the C preference shares resulted in a reduction of the interest rate for the Inzalo group from 80% of prime to 68% of prime.

 

(5)         A preference shares debt was raised in 2011 within structured entities as part of the Sasol Ixia Coal broad-based black economic empowerment transaction. Dividends and the principal amount on these preference shares are payable on maturity between March 2013 and October 2018. The A Preference shares are secured by preference shares held by Sasol Mining Holdings (Pty) Ltd, a subsidiary of Sasol Limited. These preference shares may not be disposed of or encumbered in any way.

 

60


 

 

 

 

 

 

 

Interest rate at

 

2015

 

2014

 

Terms of repayment

 

Business

 

Currency

 

30 June 2015

 

 Rm

 

 Rm

 

Unsecured debt

 

 

 

 

 

 

 

 

 

 

 

Repayable in semi-annual instalments ending June 2018

 

Energy

 

Rand

 

Variable 7,96%

 

280

 

356

 

Loan from iGas (non-controlling shareholder) in Republic of Mozambique Pipeline Investments Company (Pty) Ltd. Repayable in August 2015

 

Energy (Rompco)

 

Rand

 

 

300

 

278

 

Loan from CMG (non-controlling shareholder) in Republic of Mozambique Pipeline Investments Company (Pty) Ltd. Repayable in August 2015

 

Energy (Rompco)

 

Rand

 

 

300

 

278

 

Repayable at the end of maturity in August 2015

 

Energy (Rompco)

 

Rand

 

Variable 8,05%

 

753

 

552

 

Repayable in semi-annual instalments ending January 2025

 

Energy

 

Rand

 

Variable 7,62%

 

416

 

252

 

No fixed repayment terms

 

Energy

 

Rand

 

Fixed 8,0%

 

373

 

276

 

Repayable in yearly instalments ending June 2019

 

Energy

 

Rand

 

Variable 8,82%

 

234

 

293

 

Repayable in yearly instalments ending June 2022

 

Energy

 

Rand

 

Variable 8,63%

 

226

 

258

 

Repayable in quarterly instalments ending April 2021

 

Base Chemicals

 

US Dollar

 

Libor +3,75%

 

2 557

 

 

Repayable in November 2022(6)

 

Group Functions — Sasol Financing

 

US Dollar

 

Fixed 4,5%

 

12 241

 

10 700

 

Repayable in semi-annual instalments ending December 2018

 

Mining

 

Rand

 

Variable 7,34%

 

2 350

 

2 537

 

Other unsecured debt

 

Various

 

Various

 

Various

 

301

 

326

 

Settled during the year

 

 

 

 

 

 

 

 

98

 

Total unsecured debt

 

 

 

 

 

 

 

20 331

 

16 204

 

 

 

 

 

 

 

 

 

 

 

 

 

Total long-term debt

 

 

 

 

 

 

 

42 453

 

26 065

 

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

 

 

 

 

 

 

 

(387

)

(144

)

 

 

 

 

 

 

 

 

42 066

 

25 921

 

Short-term portion of long-term debt

 

 

 

 

 

 

 

(2 797

)

(2 502

)

 

 

 

 

 

 

 

 

39 269

 

23 419

 

 


(6) Sasol Financing International Plc, an indirect 100% owned finance subsidiary of Sasol Limited, issued a US$1 billion bond which is listed on the New York Stock Exchange. Sasol Limited has fully and unconditionally guaranteed the bond (refer note 58). There are no restrictions on the ability of Sasol Limited to obtain funds from the finance subsidiary by dividend or loan.

 

61



 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

18                                  Long-term debt continued

 

2015

 

 

 

 

 

Rand
equivalent

 

Utilisation

 

Banking facilities and debt arrangements

 

Expiry date

 

Currency

 

Rm

 

Rm

 

Sasol Financing

 

 

 

 

 

 

 

 

 

Uncommitted facilities

 

 

 

 

 

 

 

 

 

Commercial banking facilities

 

Various

 

Rand

 

450

 

 

Commercial paper

 

None

 

Rand

 

8 000

 

 

Committed facility

 

 

 

 

 

 

 

 

 

Commercial banking facilities

 

Various

 

Rand

 

3 000

 

 

Sasol Financing International Limited

 

 

 

 

 

 

 

 

 

Committed facilities

 

 

 

 

 

 

 

 

 

Commercial banking facilities

 

Various

 

US Dollar

 

730

 

 

Revolving credit facility

 

None

 

US Dollar

 

18 255

 

 

Debt arrangements

 

 

 

 

 

 

 

 

 

US Dollar Bond

 

November 2022

 

US Dollar

 

12 241

 

12 241

 

Other Sasol businesses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Specific project asset finance

 

 

 

 

 

 

 

 

 

Sasol Financing (funding of Lake Charles Chemical project in United States)

 

May 2022

 

US Dollar

 

48 619

 

8 241

 

Energy — Republic of Mozambique Pipeline Investments Company (Rompco)

 

August 2015

 

Rand

 

1 353

 

1 353

 

Base Chemicals — High density polyethylene plant

 

April 2021

 

US Dollar

 

2 557

 

2 557

 

Mining — Mine replacement programme

 

December 2018

 

Rand

 

2 350

 

2 350

 

Energy — Clean Fuels II (Natref)

 

Various

 

Rand

 

921

 

921

 

 

 

 

 

 

 

 

 

 

 

Debt arrangements

 

 

 

 

 

 

 

 

 

Sasol Inzalo (preference shares)

 

October 2018

 

Rand

 

11 572

 

11 572

 

Mining (preference shares)

 

October 2018

 

Rand

 

541

 

541

 

 

 

 

 

 

 

 

 

 

 

Finance leases

 

 

 

 

 

 

 

 

 

Sasol Oil (Pty) Ltd

 

Various

 

Rand

 

714

 

714

 

Other debt arrangements

 

 

 

Various

 

2 429

 

2 429

 

 

 

 

 

 

 

113 732

 

42 919

 

Comprising

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

 

 

42 066

 

Short-term debt

 

 

 

 

 

 

 

534

 

Bank overdraft

 

 

 

 

 

 

 

319

 

 

 

 

 

 

 

 

 

42 919

 

 

Financial covenants

 

Certain of the above facilities and debt arrangements are subject to financial covenants based on key financial ratios.

No events of default occurred during the year.

 

62



 

19                                   Long-term financial liabilities

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Derivative instruments

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

2

 

6

 

Interest rate derivatives

 

 

 

 

3

 

 

 

 

 

2

 

9

 

used for cash flow hedging

 

 

 

2

 

 

held-for-trading

 

 

 

 

9

 

 

 

 

 

 

 

 

 

Non-derivative instruments

 

 

 

 

 

 

 

Financial guarantees recognised

 

 

 

12

 

16

 

Less amortisation of financial guarantees

 

 

 

(4

)

(4

)

 

 

 

 

8

 

12

 

Less short-term portion of financial guarantees

 

25

 

(2

)

(4

)

 

 

 

 

6

 

8

 

Arising on long-term financial instruments

 

 

 

8

 

17

 

 

Long-term financial liabilities include the revaluation of out-of-the-money derivative instruments, refer note 64.

 

Fair value of derivative financial instruments

 

The fair value of derivatives is based on market valuations.

 

Fair value of long-term financial guarantees

 

The fair value of long-term financial guarantees is calculated based on the present value of future principal and interest cash flows of the related debt, discounted at the market rate of interest at the reporting date, consistent with the method of calculation at the inception of the guarantee. The interest rates used range between 11,73% — 12,49% (2014: 11,05% — 13,62%).

 

 

 

 

 

2015

 

2014

 

 

 

 

 

Rm

 

Rm

 

Fair value of financial liabilities

 

 

 

10

 

21

 

 

63



 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

20                                   Long-term provisions

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Balance at beginning of year

 

 

 

18 133

 

13 271

 

Acquisition of businesses

 

56

 

 

61

 

Disposal of businesses

 

57

 

 

(166

)

Capitalised in property, plant and equipment and assets under construction

 

 

 

1 104

 

599

 

Reduction in rehabilitation provisions capitalised

 

 

 

(277

)

(126

)

Per the income statement

 

51

 

(2 239

)

5 608

 

additional provisions and changes to existing provisions

 

 

 

(448

)

6 069

 

reversal of unutilised amounts

 

 

 

(1 700

)

(15

)

effect of change in discount rate

 

 

 

(91

)

(446

)

Notional interest

 

42

 

725

 

616

 

Utilised during year (cash flow)

 

51

 

(1 545

)

(2 120

)

Reclassification to held for sale

 

 

 

 

(17

)

Foreign exchange differences recognised in income statement

 

 

 

426

 

186

 

Translation of foreign operations

 

48

 

97

 

221

 

Balance at end of year

 

 

 

16 424

 

18 133

 

Short-term portion

 

26

 

(2 993

)

(2 901

)

Long-term provisions

 

 

 

13 431

 

15 232

 

Comprising

 

 

 

 

 

 

 

Environmental

 

 

 

11 022

 

11 013

 

Share-based payments

 

 

 

3 529

 

6 108

 

Other

 

 

 

1 873

 

1 012

 

long service awards

 

 

 

104

 

117

 

long-term supply obligation

 

 

 

121

 

125

 

foreign early retirement provisions

 

 

 

38

 

82

 

other

 

 

 

1 610

 

688

 

 

 

 

 

 

 

 

 

 

 

 

 

16 424

 

18 133

 

 

64



 

 

 

Environmental

 

Share-based
payments*

 

Other

 

Total

 

 

 

2015

 

2015

 

2015

 

2015

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Balance at beginning of year

 

11 013

 

6 108

 

1 012

 

18 133

 

Capitalised in property, plant and equipment and assets under construction

 

1 104

 

 

 

1 104

 

Reduction in capitalised rehabilitation provision

 

(277

)

 

 

(277

)

Per the income statement

 

(1 722

)

(1 382

)

865

 

(2 239

)

additional provisions and changes to existing provisions

 

62

 

(1 382

)

872

 

(448

)

reversal of unutilised amounts

 

(1 693

)

 

(7

)

(1 700

)

effect of change in discount rate

 

(91

)

 

 

(91

)

Notional interest

 

713

 

 

12

 

725

 

Utilised during year (cash flow)

 

(252

)

(1 197

)

(96

)

(1 545

)

Foreign exchange differences recognised in income statement

 

395

 

 

31

 

426

 

Translation of foreign operations

 

48

 

 

49

 

97

 

Balance at end of year

 

11 022

 

3 529

 

1 873

 

16 424

 

 


* Refer note 47 for assumptions used in calculating the share-based payment provision (cash settled).

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Business segmentation**

 

 

 

 

 

Mining

 

1 193

 

1 293

 

Exploration and Production International

 

5 118

 

3 272

 

Energy

 

2 917

 

3 943

 

Base Chemicals

 

1 813

 

2 461

 

Performance Chemicals

 

1 792

 

2 302

 

Group Functions

 

598

 

1 961

 

Total operations

 

13 431

 

15 232

 

 


** 2014 has been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

65


 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

20           Long-term provisions continued

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Expected timing of future cash flows

 

 

 

 

 

Within one year

 

2 993

 

2 901

 

One to five years

 

3 922

 

4 191

 

More than five years

 

9 509

 

11 041

 

 

 

16 424

 

18 133

 

 

 

 

 

 

 

Estimated undiscounted obligation*

 

108 338

 

57 923

 

 


*   The increase in the estimated undiscounted obligation is mainly due to the extension of the useful life of our Southern Africa assets to 2050. Refer note 1.

 

Environmental provisions

 

Representing the estimated actual cash flows in the period in which the obligation is settled.

 

In accordance with the group’s published environmental policy and applicable legislation, a provision for rehabilitation is recognised when the obligation arises.

 

The environmental obligation includes estimated costs for the rehabilitation of coal mining, oil, gas and petrochemical sites. The amount provided is calculated based on currently available facts and applicable legislation.

 

The determination of long-term provisions, in particular environmental provisions, remains a key area where management’s judgement is required. Estimating the future cost of these obligations is complex and requires management to make estimates and judgements because most of the obligations will only be fulfilled in the future and contracts and laws are often not clear regarding what is required. The resulting provisions could also be influenced by changing technologies and political, environmental, safety, business and statutory considerations.

 

It is envisaged that, based on the current information available, any additional liability in excess of the amounts provided will not have a material adverse effect on the group’s financial position, liquidity or cash flow.

 

The following risk-free rates were used to discount the estimated cash flows based on the underlying currency and time duration of the obligation.

 

 

 

2015

 

2014

 

 

 

%

 

%

 

South Africa

 

6,7 to 8,7

 

6,4 to 8,7

 

Europe

 

0,1 to 1,8

 

0,3 to 2,4

 

United States of America

 

0,5 to 3,0

 

0,3 to 3,6

 

Canada

 

0,9 to 2,9

 

1,3 to 3,4

 

 

 

 

 

 

 

A 1% point change in the discount rate would have the following effect on the long-term provisions recognised

 

 

 

 

 

 

 

 

 

 

 

Increase in the discount rate

 

(1 758

)

(970

)

amount capitalised to property, plant and equipment

 

(857

)

(586

)

amount recognised in income statement (income)

 

(901

)

(384

)

 

 

 

 

 

 

Decrease in the discount rate

 

2 351

 

1 023

 

amount capitalised to property, plant and equipment

 

1 064

 

753

 

amount recognised in income statement (expense)

 

1 287

 

270

 

 

66



 

21                                   Post-retirement benefit obligations

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Post-retirement healthcare benefits

 

21.1

 

4 303

 

3 630

 

Pension benefits

 

21.2

 

6 066

 

5 931

 

Total post-retirement benefit obligations

 

 

 

10 369

 

9 561

 

Less short-term portion

 

 

 

 

 

 

 

post-retirement healthcare benefits

 

26

 

(153

)

(128

)

pension benefits

 

26

 

(145

)

(139

)

 

 

 

 

10 071

 

9 294

 

 

21.1                         Post-retirement healthcare benefits

 

The group provides post-retirement healthcare benefits to certain of its retirees, principally in South Africa and the United States of America. The method of accounting and the frequency of valuations for determining the liability are similar to those used for defined benefit pension plans.

 

South Africa

 

The post-retirement benefit plan provides certain healthcare and life assurance benefits to South African employees hired prior to 1 January 1998, who retire and satisfy the necessary requirements of the medical fund.  Generally, medical coverage provides for a specified percentage of most medical expenses, subject to pre-set rules and maximum amounts. The cost of providing these contributions is shared with the retirees. The plan is unfunded. The accumulated post-retirement benefit obligation is accrued over the employee’s working life until full eligibility age.

 

United States of America

 

Certain other healthcare and life assurance benefits are provided for personnel employed in the United States of America. Generally, medical coverage pays a specified percentage of most medical expenses, subject to pre-set maximum amounts. The cost of providing these benefits is shared with the retirees. The plan is also unfunded.

 

for the year ended 30 June

 

South Africa

 

United States of America

 

 

 

 

 

Last actuarial valuation

 

31 March 2015

 

30 June 2015

Full/interim valuation

 

Full

 

Full

Valuation method adopted

 

Projected unit credit

 

Projected unit credit

 

Principal actuarial assumptions

 

Weighted average assumptions used in performing actuarial valuations determined in consultation with independent actuaries.

 

 

 

South Africa

 

United States of America

 

 

 

2015

 

2014

 

2015

 

2014

 

at valuation date

 

%

 

%

 

%

 

%

 

Healthcare cost inflation

 

 

 

 

 

 

 

 

 

Initial

 

7,5

 

7,5

 

7,0

*

7,0

*

Ultimate

 

7,5

 

7,5

 

5,5

*

5,5

*

Discount rate

 

8,9

 

9,6

 

3,7

 

3,5

 

Pension increase assumption

 

4,3

 

4,3

 

n/a

 

n/a

 

Weighted average duration of the obligation

 

17 years

 

17 years

 

9 years

 

8 years

 

 


*   The healthcare cost inflation rate in respect of the plans for the United States of America is capped. All additional future increases due to the healthcare cost inflation will be borne by the participants.

 

67



 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

21           Post-retirement benefit obligations continued

 

Reconciliation of projected benefit obligation to the amount recognised in the statement of financial position

 

 

 

South Africa

 

United States of America

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projected benefit obligation

 

4 054

 

3 410

 

249

 

220

 

4 303

 

3 630

 

Less short-term portion

 

(132

)

(110

)

(21

)

(18

)

(153

)

(128

)

Non-current post-retirement healthcare obligation

 

3 922

 

3 300

 

228

 

202

 

4 150

 

3 502

 

 

Reconciliation of the total post-retirement healthcare obligation recognised in the statement of financial position

 

 

 

South Africa

 

United States of America

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total post-retirement healthcare obligation at beginning of year

 

3 410

 

3 706

 

220

 

193

 

3 630

 

3 899

 

Reclassification to held for sale

 

 

(3

)

 

 

 

(3

)

Current service cost

 

60

 

118

 

7

 

5

 

67

 

123

 

Interest cost

 

247

 

374

 

8

 

7

 

255

 

381

 

Remeasurement losses/(gains)

 

415

 

(580

)

(8

)

15

 

407

 

(565

)

actuarial (gains)/losses - change in demographic assumptions

 

 

131

 

(3

)

 

(3

)

131

 

actuarial losses/(gains) - change in financial assumptions

 

421

 

(701

)

(4

)

7

 

417

 

(694

)

actuarial (gains)/losses - change in actuarial experience

 

(6

)

(10

)

(1

)

8

 

(7

)

(2

)

Benefits paid

 

(88

)

(120

)

(19

)

(17

)

(107

)

(137

)

Curtailments and settlements (1)

 

10

 

(85

)

 

 

10

 

(85

)

Plan amendments

 

 

 

10

 

2

 

10

 

2

 

Translation of foreign operations

 

 

 

31

 

15

 

31

 

15

 

Total post-retirement healthcare obligation at end of year

 

4 054

 

3 410

 

249

 

220

 

4 303

 

3 630

 

 


(1)    Amount represents employees who were offered voluntary retrenchment packages in terms of the Business Performance Enhancement Programme and Response Plan initiatives.

 

68



 

Net post-retirement healthcare costs recognised in the income statement

 

 

 

South Africa

 

United States of America

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current service cost

 

60

 

118

 

7

 

5

 

67

 

123

 

Net interest cost

 

247

 

374

 

8

 

7

 

255

 

381

 

Curtailments and settlements

 

10

 

(85

)

 

 

10

 

(85

)

Plan amendments

 

 

 

10

 

2

 

10

 

2

 

Net periodic benefit cost

 

317

 

407

 

25

 

14

 

342

 

421

 

 

Remeasurement of the net post-retirement healthcare obligation

 

 

 

South Africa

 

United States of America

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial (gains)/losses arising from changes in demographic assumptions

 

 

131

 

(3

)

 

(3

)

131

 

Actuarial losses/(gains) arising from changes in financial assumptions

 

421

 

(701

)

(4

)

7

 

417

 

(694

)

Actuarial (gains)/losses arising from change in actuarial experience

 

(6

)

(10

)

(1

)

8

 

(7

)

(2

)

Net remeasurement recognised in other comprehensive income

 

415

 

(580

)

(8

)

15

 

407

 

(565

)

 

Sensitivity analysis

 

The sensitivity analysis is performed in order to assess how the post-retirement healthcare obligation would be affected by changes in the actuarial assumptions underpinning the calculation.

 

 

 

South Africa

 

United States of America

 

 

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

1% point change in actuarial assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in the healthcare cost inflation

 

651

 

569

 

*

*

Decrease in the healthcare cost inflation

 

(586

)

(460

)

*

*

Increase in the discount rate

 

(574

)

(440

)

(19

)

(17

)

Decrease in the discount rate

 

646

 

552

 

23

 

19

 

Increase in the pension increase assumption

 

151

 

174

 

*

*

Decrease in the pension increase assumption

 

(258

)

(196

)

*

*

 


*            A change in the healthcare cost inflation for the United States of America will not have an effect on the above components or the obligation as the employer’s cost is capped and all future increases due to the healthcare cost inflation are borne by the participants.

 

The sensitivities may not be representative of the actual change in the post-retirement healthcare obligation, as it is unlikely that the changes would occur in isolation of one another, and some of the assumptions may be correlated.

 

69



 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

21           Post-retirement benefit obligations continued

 

Pension increase risk

 

The South African healthcare plan is linked to pension benefits paid, which are to some extent linked to inflation. Accordingly, increased inflation levels represent a risk that could increase the cost of paying the funds committed to benefits.

 

Measurement risk

 

There are important assumptions underpinning the calculation of the IAS 19 obligation. These include the healthcare cost inflation and discount rate assumptions.

 

Healthcare cost inflation risk: Healthcare cost inflation is CPI inflation plus two percentage points over the long-term. An increase in healthcare cost inflation will increase the obligation of the plan.

 

Discount rate risk: The discount rate is derived from prevailing bond yields. A decrease in the discount rate used will increase the obligation of the plan.

 

Other

 

Changes in other assumptions used could also affect the measured liabilities. There is also a regulatory risk as well as foreign funds under the jurisdiction of other countries. To the extent that governments can change the regulatory frameworks, there may be a risk that minimum benefits or minimum pension increases may be instituted, increasing the associated cost for the fund.

 

21.2                         Pension benefits

 

The group operates or contributes to defined benefit pension plans and defined contribution plans in the countries in which it operates.

 

Contributions by the group and in some cases the employees are made for funds set up in South Africa and the United States of America, while no contributions are made for plans established in other geographic areas like Europe.

 

Provisions for pension obligations are established for benefits payable in the form of retirement, disability and surviving dependent pensions. The benefits offered vary according to the legal, fiscal and economic conditions of each country.

 

South African operations

 

Background

 

Sasol contributes to the Sasol Pension fund (the fund), a pension fund which provides defined post-retirement and death benefits based on final pensionable salary at retirement. Prior to 1 April 1994, this pension fund was open to all employees of the group in South Africa. In 1994, all members were given the choice to voluntarily transfer to the newly established defined contribution section of the pension fund and approximately 99% of contributing members chose to transfer to the defined contribution section.  At that date the calculated actuarial surplus of approximately R1 250 million was apportioned to pensioners, members transferring to the defined contribution section and R200 million was allocated within the pension fund to an employer’s reserve.

 

Defined benefit option for defined contribution members

 

In terms of the rules of the fund, on retirement, employees employed before 1 January 2009 have an option to purchase a defined benefit pension with their member share. Should a member elect this option, the group is exposed to actuarial risk. In terms of IAS 19, the classification requirements stipulate that where an employer is exposed to any actuarial risk, the fund must be classified as a defined benefit plan.

 

The fund will however continue to distinguish between the different types of members based on the benefits associated with each, using the definitions provided in the South African Pension Funds Act, 1956.

 

Notional Pensioner Account

 

Within the rules of the pension fund, any excess of the current pensioner’s assets over the obligation relating to them is reserved for future benefit of the pensioners (usually in the form of pension increases). The notional pensioners account is included in the overall fund obligation for the group as it can only be used for the benefit of the pensioners. In future, any shortfall in a particular year can be funded out of this notional pensioners account. This reserve can only be utilised for the benefit of the current pensioners, however, when a defined benefit member retires, or a defined contribution member elects the option to purchase into the defined benefit fund, they will be equally entitled to any notional pensioners account at that point. Should the group’s net position ever be that of a liability, the notional pensioners account can be used to fund future pension increases if necessary. The group will only recognise a liability once the notional pensioner account has been fully utilised.

 

70



 

Fund assets

 

The assets of the fund are held separately from those of the company in a trustee administered fund, registered in terms of the South African Pension Funds Act, 1956. Included in the fund assets are 2 157 108  Sasol ordinary shares valued at R971 million at year end (2014 — 2 007 108  Sasol ordinary shares valued at R1 269 million) purchased under terms of an approved investment strategy.

 

Contributions

 

The annual pension charge is determined in consultation with the pension fund’s independent actuary and is calculated using assumptions consistent with those used at the last actuarial valuation of the pension fund. The fund assets have been valued at fair value.

 

The pension asset of R590 million (2014 — R487 million) in the statement of financial position represents the accumulated excess of the actual contributions paid to the pension fund in excess of the accumulated pension liability and the surplus that arose prior to 31 December 2002, to which the company is entitled in terms of the Surplus Apportionment Scheme as well as the rules of the fund.

 

Members of the defined benefit section are required to contribute to the pension fund at the rate of 7,5% of pensionable salary. Sasol meets the balance of the cost of providing benefits. Company contributions are based on the results of the actuarial valuation of the pension fund in terms of South African legislation and are agreed by Sasol Limited and the pension fund trustees.

 

Contributions, for the defined contribution section, are paid by the members and Sasol at fixed rates. Contributions to the defined contribution fund by the group for the year ended 30 June 2015 amounted to R2 018 million, comprising R1 096 million of contributions made by the employer and R922 million in respect of employees (2014 — R1 562 million, comprising R1 027 million of contributions made by the employer and R535 million in respect of employees).

 

Limitation of asset recognition

 

In December 2001, the Pension Funds Second Amendment Act (the Act) was promulgated. The Act generally provides for the payment of enhanced benefits to former members, minimum pension increases for pensioners and the apportionment of any actuarial surplus existing in the Fund, at the apportionment date, in an equitable manner between existing members including pensioners, former members and the employer in such proportions as the trustees of the fund shall determine.

 

In terms of the Act, the fund undertook a surplus apportionment exercise as at December 2002. The surplus apportionment exercise, and the 31 December 2002 statutory valuation of the Fund, was approved by the Financial Services Board on 26 September 2006. Payments of benefits to former members in terms of the surplus apportionment scheme have been substantially completed and an amount of R114 million (2014 — R108 million; 2013 — R104 million) has been set aside for members that have not claimed their benefits.

 

Based on the latest actuarial valuation of the fund and the approval of the trustees of the surplus allocation, the company has an unconditional entitlement to only the funds in the employer surplus account and the contribution reserve. The estimated surplus due to the company amounted to approximately R590 million (2014 — R487 million) and has been included in the pension asset recognised in the current year.

 

Membership

 

A significant number of employees are covered by union sponsored, collectively bargained, and in some cases, multi employer defined contribution pension plans. Information from the administrators of these plans offering defined benefits is not sufficient to permit the company to determine its share, if any, of any unfunded vested benefits.

 

The group occupies certain properties owned by the Sasol Pension Fund. The fair value of investment properties owned by the Sasol Pension Fund is R6 019 million as at 30 June 2015 (2014 — R5 292 million).

 

71


 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

21           Post-retirement benefitobligations continued

 

Foreign operations

 

Pension coverage for employees of the group’s international operations is provided through separate plans. The company systematically provides for obligations under such plans by depositing funds with trustees for those plans operating in the United States of America or by creation of accounting obligations for other plans.

 

Pension fund assets

 

The assets of the pension funds are invested as follows:

 

 

 

South Africa

 

United States of America

 

 

 

2015

 

2014

 

2015

 

2014

 

at 30 June

 

%

 

%

 

%

 

%

 

Equities

 

54

 

56

 

43

 

45

 

resources

 

8

 

12

 

7

 

8

 

industrials

 

2

 

3

 

5

 

6

 

consumer discretionary

 

12

 

11

 

5

 

2

 

consumer staples

 

12

 

13

 

4

 

7

 

healthcare

 

4

 

2

 

7

 

2

 

information technologies

 

2

 

1

 

7

 

12

 

telecommunications

 

3

 

4

 

1

 

1

 

financials (ex real estate)

 

11

 

10

 

7

 

7

 

Fixed interest

 

10

 

10

 

46

 

44

 

Direct property

 

13

 

14

 

6

 

6

 

Listed property

 

8

 

4

 

 

 

Cash and cash equivalents

 

2

 

3

 

 

 

Third party managed assets

 

12

 

12

 

 

 

Other

 

1

 

1

 

5

 

5

 

Total

 

100

 

100

 

100

 

100

 

 

The pension fund assets are measured at fair value at valuation date. The fair value of the equity has been calculated by reference to quoted prices in an active market. The fair value of property and other assets has been determined by performing market valuations and using other valuation techniques at the end of each reporting period.

 

Investment strategy

 

The investment objectives of the group’s pension plans are designed to generate returns that will enable the plans to meet their future obligations. The precise amount for which these obligations will be settled depends on future events, including the life expectancy of the plan’s members and salary inflation. The obligations are estimated using actuarial assumptions, based on the current economic environment.

 

The pension plans seek to achieve total returns both sufficient to meet expected future obligations as well as returns greater than their policy benchmark reflecting the target weights of the asset classes used in its targeted strategic asset allocation.

 

72



 

In evaluating the strategic asset allocation choices, an emphasis is placed on the long-term characteristics of each individual asset class, and the benefits of diversification among multiple asset classes. Consideration is also given to the proper long-term level of risk for the plan, particularly with respect to the long-term nature of the plan’s liabilities, the impact of asset allocation on investment results, and the corresponding impact on the volatility and magnitude of plan contributions and expense and the impact certain actuarial techniques may have on the plan’s recognition of investment experience.

 

The trustees target the plans’ asset allocation within the following ranges within each asset class:

 

 

 

South Africa(1)

 

United States of America

 

 

 

Minimum

 

Maximum

 

Minimum

 

Maximum

 

Asset classes

 

%

 

%

 

%

 

%

 

Equities

 

 

 

 

 

 

 

 

 

local

 

45

 

60

 

25

 

65

 

foreign

 

5

 

20

 

 

25

 

Fixed interest

 

6

 

20

 

20

 

65

 

Property

 

10

 

35

 

 

20

 

Other

 

 

20

 

 

20

 

 


(1)         Members of the scheme have a choice of four investment portfolios. The targeted allocation disclosed represents the moderate balanced investment portfolio which the majority of the members of the scheme have adopted. The total assets of the fund under these investment portfolios are R97 million, R43 759 million, R975 million and R143 million for the low portfolio, moderate portfolio, aggressive portfolio and money market portfolio, respectively. Defined benefit members’ funds are invested in the moderate balanced portfolio. The money market portfolio is restricted to pensioners only.

 

The trustees of the respective funds monitor investment performance and portfolio characteristics on a regular basis to ensure that managers are meeting expectations with respect to their investment approach. There are restrictions and controls placed on managers in this regard.

 

for the year ended 30 June

 

South Africa

 

United States of America

 

Europe

 

Last actuarial valuation

 

31 March 2015

 

30 June 2015

 

30 June 2015

 

Full/interim valuation

 

Full

 

Full

 

Full

 

Valuation method adopted

 

Projected unit credit

 

Projected unit credit

 

Projected unit credit

 

 

The plans have been assessed by the actuaries and have been found to be in sound financial positions.

 

Principal actuarial assumptions

 

Weighted average assumptions used in performing actuarial valuation determined in consultation with independent actuaries.

 

 

 

 

 

 

 

Foreign

 

 

 

South Africa

 

United States of America

 

Europe

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

at valuation date

 

%

 

%

 

%

 

%

 

%

 

%

 

Discount rate

 

8,6

 

9,1

 

3,3

 

3,6

 

2,3

 

2,9

 

Average salary increases

 

7,0

 

7,0

 

4,2

 

4,2

 

2,3

 

2,9

 

Pension increase assumption

 

4,3

 

4,3

 

n/a

*

n/a

*

2,1

 

2,3

 

Weighted average duration of the obligation

 

15 years

 

15 years

 

15 years

 

13 years

 

20 years

 

18 years

 

 


* There are no automatic pension increases for the United States  pension plan.

 

Assumptions regarding future mortality are based on published statistics and mortality tables.

 

73



 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

21           Post-retirement benefit obligations continued

 

Reconciliation of the projected net pension liability/(asset) recognised in the statement of financial position

 

 

 

South Africa

 

Foreign

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Projected benefit obligation (funded obligation)

 

42 473

 

37 310

 

2 446

 

2 241

 

44 919

 

39 551

 

Defined benefit portion

 

15 204

 

11 515

 

2 446

 

2 241

 

17 650

 

13 756

 

Defined benefit option for defined contribution members

 

27 269

 

25 795

 

 

 

27 269

 

25 795

 

Plan assets

 

(43 629

)

(38 859

)

(2 076

)

(1 904

)

(45 705

)

(40 763

)

Defined benefit portion

 

(17 747

)

(13 693

)

(2 076

)

(1 904

)

(19 823

)

(15 597

)

Defined benefit option for defined contribution members

 

(25 882

)

(25 166

)

 

 

(25 882

)

(25 166

)

Projected benefit obligation (unfunded obligation)

 

 

 

5 696

 

5 594

 

5 696

 

5 594

 

Asset not recognised due to asset limitation

 

566

 

1 062

 

 

 

566

 

1 062

 

Net liability/(asset) recognised

 

(590

)

(487

)

6 066

 

5 931

 

5 476

 

5 444

 

 

The obligation which arises for the defined contribution members with the option to purchase into the defined benefit fund is limited to the assets that they have accumulated until retirement date. However, after retirement date, there is actuarial risk associated with the members as full defined benefit members. Accordingly the obligation recognised for the defined contribution members exceeds their related asset.

 

 

 

South Africa

 

Foreign

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Comprising

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension asset (refer note 9)

 

(590

)

(487

)

 

 

(590

)

(487

)

Pension benefit obligation

 

 

 

6 066

 

5 931

 

6 066

 

5 931

 

Long-term portion

 

 

 

5 921

 

5 792

 

5 921

 

5 792

 

Short-term portion

 

 

 

145

 

139

 

145

 

139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net liability/(asset) recognised

 

(590

)

(487

)

6 066

 

5 931

 

5 476

 

5 444

 

 

74



 

Reconciliation of projected benefit obligation (funded obligation)

 

 

 

South Africa

 

Foreign

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projected benefit obligation at beginning of year

 

37 310

 

32 583

 

2 241

 

1 943

 

39 551

 

34 526

 

Current service cost

 

1 110

 

995

 

131

 

98

 

1 241

 

1 093

 

Past service cost

 

 

 

(4

)

 

(4

)

 

Interest cost

 

3 233

 

2 735

 

68

 

59

 

3 301

 

2 794

 

Remeasurement items

 

3 866

 

2 200

 

131

 

148

 

3 997

 

2 348

 

actuarial losses — change in demographic assumptions

 

 

 

30

 

1

 

30

 

1

 

actuarial losses/(gains) — change in financial assumptions

 

3 866

 

2 200

 

(1

)

46

 

3 865

 

2 246

 

actuarial losses — change in actuarial experience

 

 

 

102

 

101

 

102

 

101

 

Member contributions

 

922

 

535

 

 

1

 

922

 

536

 

Benefits paid

 

(3 844

)

(1 738

)

(426

)

(123

)

(4 270

)

(1 861

)

Plan amendment

 

 

 

 

(38

)

 

(38

)

Translation of foreign operations

 

 

 

312

 

153

 

312

 

153

 

Curtailments and settlements

 

(124

)

 

(7

)

 

(131

)

 

Projected benefit obligation at end of year

 

42 473

 

37 310

 

2 446

 

2 241

 

44 919

 

39 551

 

 

Reconciliation of projected benefit obligation (unfunded obligation)

 

 

 

Foreign

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

Projected benefit obligation at beginning of year

 

5 594

 

4 690

 

5 594

 

4 690

 

Current service cost

 

140

 

137

 

140

 

137

 

Past service cost

 

(1

)

 

(1

)

 

Interest cost

 

155

 

186

 

155

 

186

 

Remeasurement losses

 

332

 

772

 

332

 

772

 

actuarial losses — change in financial assumptions

 

391

 

739

 

391

 

739

 

actuarial (gains)/losses — change in actuarial experience

 

(59

)

33

 

(59

)

33

 

Benefits paid

 

(128

)

(122

)

(128

)

(122

)

Plan amendment

 

 

(6

)

 

(6

)

Translation of foreign operations

 

(396

)

648

 

(396

)

648

 

Disposal of business

 

 

(711

)

 

(711

)

Projected benefit obligation at end of year

 

5 696

 

5 594

 

5 696

 

5 594

 

 

 

 

 

 

 

 

 

 

 

Reimbursement right recognised at fair value(1)

 

227

 

189

 

227

 

189

 

 


(1)         Certain of the foreign defined benefit plans have reimbursement rights under contractually agreed legal binding terms that match the amount and timing of some of the benefits payable under the plan. Those benefits have a present value of R227 million (2014 — R189 million) and have been recognised in long-term receivables.

 

75



 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

21   Post-retirement benefit obligations continued

 

Reconciliation of plan assets of funded obligation

 

 

 

South Africa

 

Foreign

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of year

 

38 859

 

32 990

 

1 904

 

1 543

 

40 763

 

34 533

 

Interest income

 

3 373

 

2 730

 

60

 

48

 

3 433

 

2 778

 

Plan participant contributions

 

922

 

535

 

 

1

 

922

 

536

 

Employer contributions

 

1 096

 

1 027

 

242

 

126

 

1 338

 

1 153

 

Benefit payments

 

(3 844

)

(1 738

)

(426

)

(123

)

(4 270

)

(1 861

)

Remeasurement items

 

3 223

 

3 315

 

30

 

184

 

3 253

 

3 499

 

return on plan assets (excluding interest income)

 

3 223

 

3 315

 

30

 

184

 

3 253

 

3 499

 

Translation of foreign operations

 

 

 

266

 

125

 

266

 

125

 

Fair value of plan assets at end of year

 

43 629

 

38 859

 

2 076

 

1 904

 

45 705

 

40 763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual return on plan assets

 

6 596

 

6 045

 

90

 

232

 

6 686

 

6 277

 

 

Net periodic pension cost/(gain) recognised in the income statement

 

 

 

South Africa

 

Foreign

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Current service cost

 

1 110

 

995

 

271

 

235

 

1 381

 

1 230

 

Past service cost

 

 

 

(5

)

 

(5

)

 

Net interest cost/(income)

 

(140

)

5

 

163

 

197

 

23

 

202

 

Interest on asset limitation

 

96

 

 

 

 

96

 

 

Curtailments and settlements

 

(124

)

 

(7

)

 

(131

)

 

Plan amendments

 

 

 

 

(44

)

 

(44

)

Net pension cost

 

942

 

1 000

 

422

 

388

 

1 364

 

1 388

 

 

The current service cost, past service cost and net interest cost for the year is included in employee costs in the income statement. The remeasurement of the net defined benefit liability/(asset) is included in the statement of comprehensive income.

 

76


 

Remeasurement of the net defined benefit liability/(asset)

 

 

 

South Africa

 

Foreign

 

Total

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Return on plan assets (excluding amounts in net interest cost)

 

(3 223

)

(3 315

)

(30

)

(184

)

(3 253

)

(3 499

)

Actuarial losses arising from changes in demographic assumptions

 

 

 

30

 

1

 

30

 

1

 

Actuarial losses arising from changes in financial assumptions

 

3 866

 

2 200

 

390

 

785

 

4 256

 

2 985

 

Actuarial losses arising from changes in actuarial experience

 

 

 

43

 

134

 

43

 

134

 

Changes in asset limitation

 

(590

)

1 062

 

 

 

(590

)

1 062

 

Net remeasurement recognised on net defined liability/(asset)

 

53

 

(53

)

433

 

736

 

486

 

683

 

Remeasurement relating to reimbursive right

 

 

 

(46

)

(38

)

(46

)

(38

)

Net remeasurement recognised in other comprehensive income

 

53

 

(53

)

387

 

698

 

440

 

645

 

 

Contributions

 

Funding is based on actuarially determined contributions.  The following table sets forth the projected pension contributions for the 2016 financial year.

 

 

 

South Africa

 

Foreign

 

 

 

Rm

 

Rm

 

 

 

 

 

 

 

Pension contributions

 

1 233

 

195

 

 

Sensitivity analysis

 

A sensitivity analysis is performed in order to assess how the post-retirement pension obligation would be affected by changes in the actuarial assumptions underpinning the calculation.

 

 

 

South Africa

 

Foreign

 

 

 

2015

 

2014

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

1% point change in actuarial assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in average salaries

 

26

 

26

 

545

 

272

 

Decrease in average salaries

 

(24

)

(23

)

(162

)

(371

)

Increase in the discount rate

 

(1 591

)

(1 549

)

(1 073

)

(1 260

)

Decrease in the discount rate

 

1 917

 

1 858

 

1 882

 

1 479

 

Increase in the pension increase assumption

 

1 935

 

1 793

 

937

*

626

*

Decrease in the pension increase assumption

 

(1 641

)

(1 539

)

(424

)*

(628

)*

 


* This sensitivity analysis relates only to the Europe obligations as there are no automatic pension increases for the United States pension plan, and thus it is not one of the inputs utilised in calculating the obligation.

 

The sensitivities may not be representative of the actual change in the post-retirement pension obligation, as it is unlikely that the changes would occur in isolation of one another, and some of the assumptions may be correlated.

 

77



 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

21           Post-retirement benefit obligations continued

 

Investment risk

 

The actuarial valuation assumes certain asset returns on invested assets. If actual returns on plan assets are below the assumption, this may lead to a strain on the fund, which, over time, may lead to a plan deficit. In order to mitigate the concentration risk, the fund assets are invested across equity securities, property securities and debt securities. Given the long term nature of the obligations, it is considered appropriate that investment is made in equities and real estate to improve the return generated by the fund. These may result in improved pension benefits to members.

 

Pension increase risk

 

Benefits in these plans are to some extent linked to inflation so increased inflation levels represent a risk that could increase the cost of paying the funds committed to benefits. This risk is mitigated as pension benefits are subject to affordability.

 

Measurement risk

 

There are important assumptions underpinning the calculation of the IAS 19 obligation. These include the salary increase and discount rate assumptions.

 

Salary risk: An increase in the salary of plan participants will increase the plan’s liability. This risk has been limited with the closure of the defined benefit plan and the introduction of the defined contribution plan. There are now a limited number of active defined benefit members.

 

Discount rate risk: The discount rate is derived from prevailing bond yields. A decrease in the discount rate used will increase the obligation of the plan.

 

Other

 

Changes in other assumptions used could also affect the measured liabilities. There is also a regulatory risk as well as foreign funds under the jurisdiction of other countries. To the extent that governments can change the regulatory frameworks, there may be a risk that minimum benefits or minimum pension increases may be instituted, increasing the associated cost for the fund.

 

22                                  Long-term deferred income

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Total deferred income

 

 

 

495

 

364

 

Short-term portion

 

27

 

(70

)

(71

)

 

 

 

 

425

 

293

 

 

Amounts received in respect of emission rights to be recognised in the income statement as the rights are generated.

 

78



 

23                                  Deferred tax

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Reconciliation

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

15 103

 

13 254

 

Acquisition of businesses

 

56

 

 

46

 

Current year charge

 

 

 

5 349

 

1 694

 

per the income statement

 

43

 

5 601

 

1 767

 

per the statement of comprehensive income

 

45

 

(252

)

(73

)

Reclassification from held for sale

 

 

 

 

10

 

Foreign exchange differences recognised in income statement

 

 

 

225

 

105

 

Translation of foreign operations

 

48

 

141

 

(6

)

Balance at end of year

 

 

 

20 818

 

15 103

 

 

 

 

 

 

 

 

 

Comprising

 

 

 

 

 

 

 

Deferred tax assets

 

 

 

(1 752

)

(3 143

)

Deferred tax liabilities

 

 

 

22 570

 

18 246

 

 

 

 

 

20 818

 

15 103

 

 

Deferred tax assets and liabilities are determined based on the tax status and rates of the underlying entities.

 

Attributable to the following tax jurisdictions

 

 

 

 

 

South Africa

 

18 756

 

13 249

 

United States of America

 

1 149

 

866

 

Germany

 

(312

)

(84

)

Mozambique

 

1 842

 

1 554

 

Other

 

(617

)

(482

)

 

 

20 818

 

15 103

 

 

Deferred tax is attributable to the following temporary differences

 

 

 

 

 

 

Assets

 

 

 

 

 

Property, plant and equipment

 

627

 

378

 

Short- and long-term provisions

 

(1 288

)

(2 349

)

Calculated tax losses

 

(873

)

(1 088

)

Other

 

(218

)

(84

)

 

 

(1 752

)

(3 143

)

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Property, plant and equipment

 

28 034

 

23 698

 

Current assets

 

(407

)

(1 037

)

Short- and long-term provisions

 

(4 753

)

(4 296

)

Calculated tax losses

 

(321

)

(327

)

Other

 

17

 

208

 

 

 

22 570

 

18 246

 

 

Deferred tax assets have been recognised for the carry forward amount of unused tax losses relating to the group’s operations where, among other things, taxation losses can be carried forward indefinitely and there is evidence that it is probable that sufficient taxable profits will be available in the future to utilise all tax losses carried forward.

 

Deferred tax assets have been recognised to the extent that it is probable that the entities will generate future taxable income against which these tax losses can be utilised. A portion of the estimated tax losses available may be subject to various statutory limitations as to its usage.

 

79



 

Sasol Limited group

Notes to the financial statements

Non-current liabilities

(continued)

 

23                                  Deferred tax continued

 

 

 

 

 

2015

 

2014

 

Calculated tax losses

 

Note

 

Rm

 

Rm

 

(before applying the applicable tax rate)

 

 

 

 

 

 

 

Available for offset against future taxable income

 

 

 

25 758

 

21 072

 

Utilised against the deferred tax balance

 

 

 

(4 057

)

(4 917

)

Not recognised as a deferred tax asset

 

 

 

21 701

 

16 155

 

 

Deferred tax assets not recognised on tax losses mainly relate to Sasol’s exploration and development entities where future taxable income is uncertain.

 

Calculated tax losses carried forward that have not been recognised

 

Expiry between one and two years

 

 

378

 

Expiry between two and five years

 

95

 

41

 

Expiry thereafter

 

19 660

 

14 668

 

Indefinite life

 

1 946

 

1 068

 

 

 

21 701

 

16 155

 

 

Unremitted earnings of foreign subsidiaries, joint operations, incorporated joint ventures and associates

 

Deferred tax liabilities are not recognised for the income tax effect that may arise on the remittance of unremitted earnings by foreign subsidiaries, joint operations, incorporated joint ventures and associates. It is management’s intention that, where there is no double taxation relief, these earnings will be permanently re-invested in the group.

 

Unremitted earnings at end of year that would be subject to dividend withholding tax

 

29 078

 

28 370

 

Europe

 

9 599

 

14 071

 

Rest of Africa

 

2 839

 

2 766

 

United States of America

 

10 860

 

4 686

 

Qatar

 

3 884

 

3 749

 

Other

 

1 896

 

3 098

 

 

 

 

 

 

 

Tax effect if remitted

 

1 221

 

1 745

 

Europe

 

607

 

1 066

 

Rest of Africa

 

4

 

4

 

United States of America

 

543

 

352

 

Other

 

67

 

323

 

 

Dividend withholding tax

 

Dividend withholding tax is payable at a rate of 15% on dividends distributed to shareholders. Dividends paid to companies and certain other institutions and certain individuals are not subject to this withholding tax. This tax is not attributable to the company paying the dividend but is collected by the company and paid to the tax authorities on behalf of the shareholder.

On receipt of a dividend, the company includes the dividend withholding tax on this dividend in its computation of the income tax expense in the period of such receipt.

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Undistributed earnings at end of year that would be subject to dividend withholding tax withheld by the company on behalf of shareholders

 

159 857

 

142 381

 

Maximum withholding tax payable by shareholders if distributed to individuals

 

23 979

 

21 357

 

 

80


 

Current liabilities

 

 

 

 

 

2015

 

2014

 

 

 

Note

 

Rm

 

Rm

 

Liabilities in disposal groups held for sale

 

12

 

15

 

57

 

Short-term debt

 

24

 

3 331

 

2 637

 

Short-term financial liabilities

 

25

 

198

 

446

 

Short-term provisions

 

26

 

6 322

 

6 644

 

Short-term deferred income

 

27

 

397

 

101

 

Tax payable

 

28

 

905

 

1 097

 

Trade payables and accrued expenses

 

29

 

24 226

 

22 327

 

Other payables

 

30

 

5 629

 

5 306

 

Bank overdraft

 

17

 

319

 

379

 

 

 

 

 

41 342

 

38 994

 

 

24                                  Short-term debt

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Revolving credit facility

 

 

 

339

 

102

 

Bank loans

 

 

 

134

 

33

 

Other

 

 

 

61

 

 

Short-term debt

 

 

 

534

 

135

 

Short-term portion of long-term debt

 

18

 

2 797

 

2 502

 

 

 

 

 

3 331

 

2 637

 

 

 

 

 

 

 

 

 

Reconciliation

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

135

 

257

 

Loans raised

 

 

 

2 686

 

2 346

 

Loans repaid

 

 

 

(2 280

)

(2 497

)

Translation of foreign operations

 

48

 

(7

)

29

 

Balance at end of year

 

 

 

534

 

135

 

 

All short-term debt is interest bearing and bears interest at market related rates. The weighted average interest rate applicable to short-term debt for the year was approximately 2,73% (2014 —  2,72%).

 

Security

 

All short-term debt is unsecured.

 

Fair value of short-term debt

 

The carrying value of short-term external debt approximates fair value due to the short period to maturity. The fair value of the short-term portion of long-term debt is disclosed in note 18.

 

81



 

Sasol Limited group

Notes to the financial statements

 

25                                  Short-term financial liabilities

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Derivative instruments

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

196

 

355

 

Commodity derivatives

 

 

 

 

87

 

 

 

 

 

196

 

442

 

used for cash flow hedging

 

 

 

3

 

2

 

held for trading

 

 

 

193

 

440

 

 

 

 

 

 

 

 

 

Non-derivative instruments

 

 

 

 

 

 

 

Short-term portion of financial guarantees

 

19

 

2

 

4

 

 

 

 

 

 

 

 

 

Arising on short-term financial instruments

 

 

 

198

 

446

 

 

Short-term financial liabilities include the revaluation of out-of-the-money derivative instruments, refer note 64.

 

Fair value of derivative financial instruments

 

The fair value of derivatives is based upon market valuations.

 

26                                  Short-term provisions

 

 

 

 

 

2015

 

2014

 

 

 

Note

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Employee provisions

 

 

 

54

 

122

 

Provision in respect of EGTL(1)

 

 

 

2 017

 

1 763

 

Restructuring provisions

 

 

 

193

 

269

 

Administrative penalty on Base Chemicals(2)

 

 

 

 

534

 

Other provisions

 

 

 

767

 

788

 

 

 

 

 

3 031

 

3 476

 

Short-term portion of

 

 

 

 

 

 

 

long-term provisions

 

20

 

2 993

 

2 901

 

post-retirement benefit obligations

 

21

 

298

 

267

 

 

 

 

 

6 322

 

6 644

 

 

 

 

 

 

 

 

 

Reconciliation

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

3 476

 

3 030

 

Disposal of businesses

 

57

 

6

 

(11

)

Net income statement movement

 

51

 

(716

)

269

 

Foreign exchange differences recognised in income statement

 

 

 

256

 

139

 

Translation of foreign operations

 

48

 

9

 

49

 

Balance at end of year

 

 

 

3 031

 

3 476

 

 


(1) A provision in respect of the fiscal arrangements relating to the Escravos GTL project amounting to US$166 million (R2 017 million) has been recognised at 30 June 2015 (2014 — R1 763 million).

(2) On 5 June 2014, the South African Competition Tribunal imposed an administrative penalty on Base Chemicals for excessive pricing on polyethylene. The Competition Appeal Court heard the matter in December 2014 and in its ruling, released on 17 June 2015, concluded that the decision of the Tribunal is set aside and that Sasol’s appeal is upheld (refer note 58.4).

 

82



 

27                                  Short-term deferred income

 

 

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Short-term portion of long-term deferred income

 

22

 

70

 

71

 

Short-term deferred income

 

 

 

327

 

30

 

 

 

 

 

397

 

101

 

 

Short-term deferred income relates mainly to amounts received in advance that can only be utilised on the occurrence of specific events, the sale of fuel to be recognised in income when ownership of inventory passes, as well as emission rights received to be recognised in income as the emissions are generated.

 

28                                  Tax paid

 

 

 

 

 

2015

 

2014

 

 

 

Note

 

Rm

 

Rm

 

Net amounts unpaid at beginning of year

 

 

 

547

 

1 222

 

Acquisition of businesses

 

56

 

 

10

 

Net interest and penalties on tax

 

 

 

3

 

3

 

Income tax per income statement

 

43

 

8 830

 

12 929

 

Reclassification to/(from) held for sale

 

 

 

2

 

(4

)

Foreign exchange differences recognised in income statement

 

 

 

37

 

18

 

Translation of foreign operations

 

48

 

(20

)

16

 

 

 

 

 

9 399

 

14 194

 

Net tax receivable/(payable) per statement of financial position

 

 

 

658

 

(547

)

tax payable

 

 

 

(905

)

(1 097

)

tax receivable

 

 

 

1 563

 

550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per the statement of cash flows

 

 

 

10 057

 

13 647

 

 

 

 

 

 

 

 

 

Comprising

 

 

 

 

 

 

 

Normal tax

 

 

 

 

 

 

 

South Africa

 

 

 

7 249

 

10 721

 

Foreign

 

 

 

2 728

 

2 843

 

Dividend withholding tax

 

 

 

80

 

83

 

 

 

 

 

10 057

 

13 647

 

 

83



 

Sasol Limited group

Notes to the financial statements

Current liabilities

(continued)

 

29                                  Trade payables and accrued expenses

 

 

 

2015

 

2014

 

for the year ended 30 June

 

Rm

 

Rm

 

Trade payables

 

12 888

 

14 248

 

Capital project related payables*

 

5 344

 

2 883

 

Accrued expenses

 

1 901

 

1 752

 

Related party payables

 

145

 

67

 

third parties

 

74

 

15

 

joint ventures

 

71

 

52

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20 278

 

18 950

 

Duties payable to revenue authorities

 

3 636

 

2 679

 

Value added tax

 

312

 

698

 

 

 

24 226

 

22 327

 

 

 

 

 

 

 

Age analysis of trade payables

 

 

 

 

 

 

 

 

 

 

 

Not past due date

 

11 590

 

11 585

 

Past due 0 – 30 days

 

937

 

2 280

 

Past due 31 – 150 days

 

270

 

290

 

Past due 151 days – one year

 

55

 

61

 

More than one year

 

36

 

32

 

 

 

12 888

 

14 248

 

 


* The increase in capital project related payables relate mainly to the Lake Charles Chemical project.

 

No individual vendor represents more than 10% of the group’s trade payables.

 

Fair value of trade payables and accrued expenses

 

The carrying value approximates fair value because of the short period to settlement of these obligations.

 

30                                  Other payables

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Employee related payables

 

4 380

 

4 402

 

Insurance related payables

 

238

 

182

 

Fuel related payables

 

301

 

 

Other payables

 

710

 

722

 

 

 

5 629

 

5 306

 

 

Fair value of other payables

 

The carrying value approximates fair value because of the short period to maturity.

 

84


 

Results of operations

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Turnover

 

31

 

185 266

 

202 683

 

169 891

 

Materials, energy and consumables used

 

32

 

(80 169

)

(89 224

)

(76 617

)

Employee related expenditure

 

33

 

(22 096

)

(28 569

)

(22 477

)

Translation (losses)/gains

 

34

 

(1 115

)

798

 

2 892

 

Other operating expenses

 

35

 

(10 164

)

(12 522

)

(8 889

)

Other operating income

 

36

 

1 367

 

4 309

 

1 763

 

Financial instruments income/(expenses)

 

37

 

432

 

(290

)

64

 

Remeasurement items affecting profit from operations

 

38

 

(807

)

(7 629

)

(2 949

)

Share of profits of equity accounted joint ventures, net of tax

 

39

 

2 098

 

3 810

 

1 562

 

Share of (losses)/profits of associates, net of tax

 

40

 

(41

)

334

 

504

 

Finance income

 

41

 

1 274

 

1 220

 

669

 

Finance costs

 

42

 

(2 230

)

(1 925

)

(1 808

)

Taxation

 

43

 

(14 431

)

(14 696

)

(12 595

)

 

 

 

 

 

Rand

 

Rand

 

Rand

 

Earnings per share

 

44

 

48,71

 

48,57

 

43,38

 

Dividend per share

 

44

 

18,50

 

21,50

 

19,00

 

 

 

 

 

 

Rm

 

Rm

 

Rm

 

Other comprehensive income

 

45

 

3 011

 

4 438

 

7 815

 

 

31                                  Turnover

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Sale of products

 

183 935

 

200 960

 

168 300

 

Services rendered

 

998

 

1 082

 

947

 

Other trading income

 

333

 

641

 

644

 

 

 

185 266

 

202 683

 

169 891

 

 

 

 

 

 

 

 

 

Comprising

 

 

 

 

 

 

 

Within South Africa

 

94 954

 

104 365

 

88 239

 

Exported from South Africa

 

27 701

 

28 254

 

22 993

 

Outside South Africa

 

62 611

 

70 064

 

58 659

 

 

 

185 266

 

202 683

 

169 891

 

 

Turnover generated within South Africa includes sales of products manufactured and sold, or services rendered, to customers inside South Africa. Exported from South Africa relates to sales of products manufactured in South Africa and sold elsewhere, while outside South Africa relates to goods manufactured outside South Africa, irrespective of where they are sold as well as services rendered outside South Africa.

 

85



 

Sasol Limited group

Notes to the financial statements

 

 

 

2015

 

2014

 

2013

 

Business segmentation*

 

Rm

 

Rm

 

Rm

 

Mining

 

2 215

 

2 154

 

1 833

 

Exploration and Production International

 

2 043

 

2 990

 

2 177

 

Energy

 

75 264

 

84 632

 

71 342

 

Base Chemicals

 

36 838

 

42 262

 

41 174

 

Performance Chemicals

 

68 874

 

70 592

 

53 352

 

Group Functions

 

32

 

53

 

13

 

Total operations

 

185 266

 

202 683

 

169 891

 

 


* 2014 and 2013 have been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

32                                  Materials, energy and consumables used

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Cost of raw materials

 

72 962

 

80 591

 

68 890

 

Cost of electricity and other consumables used in production process

 

7 207

 

8 633

 

7 727

 

 

 

80 169

 

89 224

 

76 617

 

 

Costs relating to items that are consumed in the manufacturing process, including changes in inventories and distribution costs up until the point of sale.

 

33                                  Employee related expenditure

 

The total number of permanent and non-permanent employees, including the group’s share of employees within joint operation entities and excluding contractors, equity accounted joint ventures and associates’ employees, is analysed below:

 

Analysis of employee costs

 

2015
Rm

 

2014
Rm

 

2013
Rm

 

Labour

 

25 531

 

25 095

 

21 995

 

salaries, wages and other employee related expenditure

 

23 824

 

23 286

 

20 544

 

post employment benefits

 

1 707

 

1 809

 

1 451

 

 

 

 

 

 

 

 

 

Share-based payment expenses*

 

(1 161

)

5 652

 

2 038

 

Total employee related expenditure

 

24 370

 

30 747

 

24 033

 

Costs capitalised to projects

 

(2 274

)

(2 178

)

(1 556

)

 

 

22 096

 

28 569

 

22 477

 

 


* Excludes the Sasol Inzalo refinancing share-based payment expense of R280 million.

 

Costs attributed to wages, salaries, allowances and overtime paid to employees occupying approved positions. Includes share-based payment expenses for the cash settled and equity-settled incentive schemes.

 

86



 

The total number of permanent and non-permanent employees, including the group’s share of employees within joint operation entities and excluding contractors, equity accounted joint ventures and associates’ employees, is analysed below:

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Number

 

Number

 

Number

 

Permanent employees

 

30 257

 

32 533

 

32 944

 

Non-permanent employees

 

662

 

867

 

802

 

 

 

30 919

 

33 400

 

33 746

 

 

The number of employees by principal location of employment is analysed as follows:

 

 

 

2015

 

2014

 

2013

 

Business segmentation*

 

Number

 

Number

 

Number

 

Mining

 

7 908

 

8 435

 

8 140

 

Exploration and Production International

 

494

 

527

 

487

 

Energy

 

4 799

 

5 219

 

5 254

 

Base Chemicals

 

5 983

 

6 220

 

6 727

 

Performance Chemicals

 

6 326

 

6 112

 

5 918

 

Group Functions

 

5 409

 

6 887

 

7 220

 

Total operations

 

30 919

 

33 400

 

33 746

 

 


* 2014 and 2013 have been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

34                                  Translation (losses)/gains

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Arising from

 

 

 

 

 

 

 

Forward exchange contracts

 

(156

)

662

 

1 946

 

Trade receivables

 

487

 

408

 

899

 

Trade payables

 

(227

)

(181

)

(140

)

Foreign currency loans

 

(865

)

(1 742

)

(1 966

)

Other

 

(354

)

1 651

 

2 153

 

 

 

(1 115

)

798

 

2 892

 

 

 

 

 

 

 

 

 

Business segmentation*

 

 

 

 

 

 

 

Mining

 

14

 

(3

)

5

 

Exploration and Production International

 

(380

)

(130

)

(266

)

Energy

 

(62

)

(179

)

(152

)

Base Chemicals

 

202

 

255

 

964

 

Performance Chemicals

 

135

 

27

 

159

 

Group Functions

 

(1 024

)

828

 

2 182

 

Total operations

 

(1 115

)

798

 

2 892

 

 


* 2014 and 2013 have been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

Differences arising on the translation of monetary assets and liabilities from one currency into the functional currency.

 

87



 

Sasol Limited group

Notes to the financial statements

Results of operations

(continued)

 

35                                  Other operating expenses

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Rentals

 

 

 

1 114

 

1 141

 

931

 

Insurance

 

 

 

542

 

649

 

470

 

Computer costs

 

 

 

1 614

 

1 568

 

1 486

 

Hired labour

 

 

 

804

 

771

 

797

 

Audit remuneration

 

 

 

87

 

86

 

77

 

PricewaterhouseCoopers Inc(1)

 

 

 

86

 

48

 

 

KPMG Inc

 

 

 

 

37

 

76

 

Other

 

 

 

1

 

1

 

1

 

Restructuring costs related to our business performance enhancement programme(2)

 

 

 

1 525

 

714

 

98

 

Retrenchment packages provided for

 

 

 

165

 

269

 

 

Retrenchment packages settled during the year

 

 

 

1 002

 

60

 

 

Consultancy costs

 

 

 

328

 

320

 

98

 

System implementation costs

 

 

 

30

 

65

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

 

 

1 227

 

1 415

 

1 586

 

Sasol Polymers Competition Commission administrative penalty

 

58

 

(534

)

534

 

 

Other

 

 

 

3 785

 

5 644

 

3 444

 

 

 

 

 

10 164

 

12 522

 

8 889

 

 


(1)         In accordance with our auditor rotation policy, we rotated external auditors effective financial year 2014.

(2)         In addition to these costs, accelerated share-based payment expenses of R157 million (2014 – R417 million; 2013 – Rnil) and an additional R224 million (2014 – Rl48 million; 2013 – Rnil) of internal resources was allocated to the project, bringing the total spend for the year to R1 906 million (2014 – R1 279 million; 2013 – R98 million).

 

36                                  Other operating income

 

 

 

2015

 

2014

 

2013

 

 

 

Rm

 

Rm

 

Rm

 

Emission rights received

 

51

 

40

 

129

 

Gain on hedging activities

 

253

 

240

 

262

 

Bad debts recovered

 

2

 

5

 

15

 

Insurance proceeds

 

49

 

75

 

173

 

Rental income

 

157

 

158

 

105

 

Performance Chemicals (Wax): European Union cartel fine reduction(1)

 

 

2 449

 

 

Other

 

855

 

1 342

 

1 079

 

 

 

1 367

 

4 309

 

1 763

 

 


(1)         On 11 July 2014, the European General Court reduced the Performance Chemicals (Wax) fine imposed in 2009 (refer note 58.4).

 

Income derived from trade activities other than product sales, services rendered and commission received.

 

88


 

37                                  Financial instruments income/(expenses)

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Net gain/(loss) on derivative instruments held-for-trading

 

 

 

472

 

(254

)

101

 

revaluation of crude oil derivatives

 

 

 

473

 

(253

)

102

 

revaluation of cross currency swaps

 

 

 

(1

)

(1

)

(1

)

Impairment of trade receivables

 

 

 

 

 

 

 

 

 

raised during year

 

14

 

(88

)

(61

)

(70

)

released during year

 

14

 

48

 

25

 

33

 

 

 

 

 

432

 

(290

)

64

 

 

Financial instruments income/(expenses) recognised in the income statement.

 

38                                  Remeasurement items affecting profit from operations

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Effect of remeasurement items for subsidiaries and joint operations

 

 

 

 

 

 

 

 

 

Impairment of

 

 

 

2 853

 

6 271

 

2 491

 

property, plant and equipment

 

2

 

294

 

3 289

 

206

 

assets under construction

 

3

 

2 555

 

2 625

 

2 096

 

other intangible assets

 

5

 

3

 

60

 

118

 

investment in equity accounted joint venture

 

 

 

 

275

 

 

goodwill

 

4

 

 

19

 

48

 

other assets

 

 

 

1

 

3

 

23

 

 

 

 

 

 

 

 

 

 

 

Reversal of impairment of

 

 

 

(2 036

)

(1

)

(33

)

property, plant and equipment

 

2

 

(294

)

 

(8

)

assets under construction

 

3

 

(1 727

)

 

 

other intangible assets

 

5

 

(15

)

 

(25

)

other assets

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

Loss/(profit) on disposal of

 

 

 

317

 

792

 

(84

)

property, plant and equipment

 

 

 

(257

)

(12

)

(5

)

other intangible assets

 

 

 

164

 

26

 

6

 

other assets

 

 

 

 

31

 

 

investments in businesses

 

57

 

410

 

747

 

(85

)

 

 

 

 

 

 

 

 

 

 

Fair value gain on acquisition of business

 

 

 

 

(110

)

(233

)

Scrapping of property, plant and equipment

 

 

 

174

 

260

 

235

 

Scrapping of assets under construction

 

 

 

375

 

374

 

104

 

Write-off of unsuccessful exploration wells

 

3

 

 

43

 

469

 

Realisation of foreign currency translation reserve

 

48

 

(876

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

51

 

807

 

7 629

 

2 949

 

Tax effect and non-controlling interest

 

 

 

(165

)

(582

)

(752

)

Total remeasurement items for subsidiaries and joint operations, net of tax

 

 

 

642

 

7 047

 

2 197

 

 

 

 

 

 

 

 

 

 

 

Effect of remeasurement items for equity accounted joint ventures and associates

 

 

 

 

 

 

 

 

 

Gross remeasurement items

 

 

 

(1

)

13

 

3 538

 

Tax effects

 

 

 

 

 

(140

)

Total remeasurement items for the group, net of tax

 

 

 

641

 

7 060

 

5 595

 

 

89



 

Sasol Limited group

Notes to the financial statements

Results of operations

(continued)

 

38                                  Remeasurement items affecting profit from operations continued

 

 

 

Gross

 

Tax

 

Non-
controlling
interest

 

Net

 

 

 

2015

 

2015

 

2015

 

2015

 

Earnings effect of remeasurement items

 

Rm

 

Rm

 

Rm

 

Rm

 

Remeasurement items for subsidiaries and joint operations

 

 

 

 

 

 

 

 

 

Impairment of

 

2 853

 

(607

)

 

2 246

 

property, plant and equipment

 

294

 

(111

)

 

183

 

assets under construction

 

2 555

 

(496

)

 

2 059

 

other intangible assets

 

3

 

 

 

3

 

other assets

 

1

 

 

 

1

 

Reversal of impairment of

 

(2 036

)

566

 

 

 

(1 470

)

property, plant and equipment

 

(294

)

82

 

 

(212

)

assets under construction

 

(1 727

)

484

 

 

(1 243

)

other assets

 

(15

)

 

 

(15

)

(Profit)/loss on disposal of

 

317

 

10

 

21

 

348

 

property, plant and equipment

 

(257

)

57

 

 

(200

)

other intangible assets

 

164

 

(41

)

 

123

 

investments in businesses

 

410

 

(6

)

21

 

425

 

 

 

 

 

 

 

 

 

 

 

Scrapping of property, plant and equipment

 

174

 

(45

)

 

129

 

Scrapping of assets under construction

 

375

 

(110

)

 

265

 

Realisation of foreign currency translation reserve

 

(876

)

 

 

(876

)

 

 

807

 

(186

)

21

 

642

 

Remeasurement items for equity accounted joint ventures and associates

 

 

 

 

 

 

 

 

 

Profit on sale of intangible assets

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

Total remeasurement items for the group

 

806

 

(186

)

21

 

641

 

 

Impairment/reversal of impairments

 

The group’s non-financial assets, other than inventories and deferred tax assets, are reviewed for impairment at each reporting date or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverable amounts are estimated for individual assets or, where an individual asset cannot generate cash inflows independently, the recoverable amount is determined for the larger cash generating unit to which it belongs.

 

On 1 July 2014, we implemented our new operating model which organises our businesses along a single value chain. Simultaneously, we confirmed the composition of our cash generating units. Refer to our accounting policies for further details.

 

Value-in-use calculations

 

The recoverable amount of the assets reviewed for impairment is determined based on value-in-use calculations. Key assumptions relating to this valuation include the discount rate and cash flows used to determine the value-in-use. Future cash flows are estimated based on financial budgets approved by management covering a three, five and ten year period and are extrapolated over the useful life of the assets to reflect the long-term plans for the group using the estimated growth rate for the specific business or project. The estimated future cash flows and discount rates used are post-tax, based on an assessment of the current risks applicable to the specific entity and country in which it operates. Discounting post-tax cash flows at a post-tax discount rate yields the same result as discounting pre-tax cash flows at a pre-tax discount rate, assuming there are no significant temporary tax differences.

 

90



 

Management determines the expected performance of the assets based on past performance and its expectations of market development. The weighted average growth rates used are consistent with the increase in the geographic segment long-term Producer Price Index. Estimations are based on a number of key assumptions such as volume, price and product mix which will create a basis for future growth and gross margin. These assumptions are set in relation to historic figures and external reports on market growth. If necessary, these cash flows are then adjusted to take into account any changes in assumptions or operating conditions that have been identified subsequent to the preparation of the budgets.

 

The weighted average cost of capital rate (WACC) is derived from a pricing model based on credit risk and the cost of the debt. The variables used in the model are established on the basis of management judgement and current market conditions. Management judgement is also applied in estimating the future cash flows of the cash generating units. These values are sensitive to the cash flows projected for the periods for which detailed forecasts are not available and to the assumptions regarding the long-term sustainability of the cash flows thereafter.

 

Main assumptions used for value-in-use calculations

 

 

 

 

 

2015

 

2014

 

2013

 

Long-term average crude oil price (Brent) (nominal)

 

US$/bbl

 

94,57

 

109,40

 

113,80

 

Long-term average gas price (Henry Hub), excluding margins (real)

 

US$/mmbtu

 

4,40

 

5,49

 

5,60

 

Long-term average rand/US$ exchange rate

 

 

 

13,26

 

10,39

 

10,17

 

 

 

 

 

 

South Africa

 

United
States of
America

 

Europe

 

Canada

 

 

 

 

 

%

 

%

 

%

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Growth rate — long-term Producer Price Index (PPI)

 

2015

 

5,70

 

1,40

 

1,40

 

1,40

 

Weighted average cost of capital (WACC)

 

2015

 

12,95

 

8,00

 

8,00 — 9,35

 

8,00

 

Discount rate — risk adjusted

 

2015

 

12,95

 

8,00

 

8,00 — 9,35

 

9,80

 

 

 

 

 

 

 

 

 

 

 

 

 

Growth rate — long-term Producer Price Index (PPI)

 

2014

 

6,00

 

1,60

 

0,90

 

1,60

 

Weighted average cost of capital (WACC)

 

2014

 

12,95

 

8,00

 

8,00 — 11,20

 

8,00

 

Discount rate — risk adjusted

 

2014

 

12,95

 

8,00

 

8,00 — 11,20

 

8,00

 

 

Sensitivity to changes in assumptions

 

Management has considered the sensitivity of the value-in-use calculations to various key assumptions such as crude oil and gas prices, commodity prices and exchange rates. These sensitivities have been taken into consideration in determining the required impairments and reversals of impairments. The following assets are particularly impacted by changes in key assumptions:

 

Sasol Canada — Shale gas assets

 

With regards to the impairment recognised in respect of the Sasol Canada shale gas assets in 2015, the value-in-use calculation is particularly sensitive to changes in the gas price, estimated ultimate recovery factor as well as changes in drilling and completion costs. These variables are interdependent and accordingly a 5% change in any of these variables could change the recoverable amount by CAD210 million — CAD315 million. Some of these factors are within the control of management and are monitored closely to minimise the impact of potential impairments. The gas price however is driven by global macroeconomics and hence cannot be controlled by management. We continue to monitor this asset for further impairments or signs of recovery indicating a reversal of impairment.

 

91



 

Sasol Limited group

Notes to the financial statements

Results of operations

(continued)

 

38                                  Remeasurement items affecting profit from operations continued

 

Performance Chemicals — Fischer-Tropsch wax expansion project

 

With regards to the reversal of impairment recognised in respect of the Performance Chemicals wax business in 2015, the Fischer-Tropsch wax expansion project (FTWEP) is particularly sensitive to changes in the US dollar exchange rate. A 10 cents change in the US dollar exchange rate would change the recoverable amount by approximately R164 million.

 

Significant impairments of assets in 2015

 

 

 

 

 

Property,
plant and
equipment

 

Assets
under
construction

 

Other
intangible
assets

 

Other
assets

 

Total

 

 

 

Business

 

2015

 

2015

 

2015

 

2015

 

2015

 

Cash generating unit

 

segmentation

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shale gas assets in Canada

 

Exploration and Production International

 

 

1 296

 

 

 

1 296

 

Etame asset in Gabon

 

Exploration and Production International

 

238

 

1 093

 

 

 

1 331

 

Southern Africa wax assets

 

Performance Chemicals

 

(294

)

(1 727

)

 

 

(2 021

)

Other

 

Various

 

56

 

166

 

(12

)

1

 

211

 

 

 

 

 

 

828

 

(12

)

1

 

817

 

 

Significant impairments of assets in 2015

 

Impairment of shale gas assets in Canada

 

In June 2015, we impaired our shale gas assets in Canada by R1,3 billion (CAD 133 million) mainly due to the poor economic market conditions in Canada which resulted in a 19% decline in gas prices compared to the prior year. A value-in-use calculation was performed using management’s best estimate of the discounted cash flows. This impairment is in addition to the impairment of R5,3 billion recognised in 2014.

 

Variability in macroeconomic factors and project risk were adjusted for in the discount rate, and accordingly a risk adjusted discount rate of 9,8% was used. This is higher than the risk-free discount rate of 8% utilised in prior periods, due to risk factors which were adjusted for in the discounted cash flows rather than in the discount rate. We believe that given the volatility in gas prices and the stage of development of the asset, it is more prudent to adjust the discount rate rather than the cash flows.  The risk-adjusted discount rate is a commonly used valuation method for similar assets in Canada.

 

The asset is particularly sensitive to changes in the gas price and any further deterioration of the gas price could result in further impairments (refer sensitivities above). We do however continue to see the strategic longer term value in the investment and remain committed to developing the asset in conjunction with our partner Progress Energy.

 

Impairment of Etame asset in Gabon

 

In December 2014, an impairment of R1,3 billion (US$115 million) was recognised,  mainly due to the low oil price environment. A value in use calculation was performed using management’s best estimate of the discounted cash flows with appropriate risk adjustments for macroeconomic factors and project risk. The discount rate used of 10,20% is an appropriate discount rate for Gabonese based cash flows. This rate remained unchanged from the previous period.

 

Reversal of impairments in Performance Chemicals Southern Africa wax assets

 

In 2013, Sasol impaired the FTWEP project by R2,0 billion mainly due to the volatile macroeconomic environment and increased costs relating to construction delays and poor labour productivity. In 2015, Phase 1 of the FTWEP project reached beneficial operation and Phase 2 is expected to reach beneficial operation in January 2017. Accordingly , an impairment test was performed using a value-in-use calculation and the results thereof indicated a full reversal of impairment of R2,0 billion. This recovery was largely based on the extension of the useful life of the assets from 2029 to 2034 and the weaker long term rand/US dollar exchange rate. Various sensitivities were performed to test the robustness of the calculation and the results thereof indicated that the reversal of impairment would be sustainable. The discount rate used to calculate the value-in-use was 12,95%.

 

92



 

Significant impairments of assets in 2014

 

Impairment of shale gas assets in Canada

 

In December 2013, we impaired our shale gas assets in Canada by R5,3 billion (CAD540 million) mainly due to the decline in gas prices in North America and a decline in value of recent market transactions for similar assets in the Montney region. A value in use calculation was performed using management’s best estimate of the discounted cash flows with appropriate risk adjustments for the macroeconomic factors and project risk.  The discount rate used in the calculation of the value-in-use is 8%, as is appropriate for a Canadian based cash flow. This rate has remained unchanged from the rate used in the previous estimate of the value in use of these assets.

 

Impairment of long-term licences in Botswana

 

We performed an impairment review of our 50% interest in prospecting licences held in Botswana. The results of the exploration work programme indicated that no further technical, commercial or strategic value could be extracted from these licences and it was highly unlikely that any additional study work on these licences would improve the commercial viability. Accordingly, the capitalised costs amounting to R95 million (US$9 million) were impaired.

 

Impairment of Solvents Germany assets

 

High feedstock prices, poor demand and high energy costs burdened our assets in Solvents Germany. Accordingly, we decided to dispose of these assets and consequently recognised an impairment of R466 million (EUR32 million) in December 2013, based on managements assessment of the fair value less costs of disposal. The sales transaction was completed on 31 May 2014 when merger control approval was obtained from the relevant authorities. Refer note 57.

 

Impairment of investment in Uzbekistan

 

In 2013, based on the reprioritisation of our capital projects, the Sasol Limited board approved a decrease in Sasol’s shareholding in the Uzbekistan GTL project from 44,5% to 25,5%. Accordingly, the investment in Uzbekistan GTL was evaluated for impairment at 30 June 2014. The valuation was performed using a risk probability method, based on the likely amount that would be received in terms of the contract from a market participant. Based on the results of the valuation model, an impairment of R275 million was recognised. 

 

Significant impairments of assets in 2013

 

Performance Chemicals — Sasol Wax South Africa

 

In 2009, the Sasol Limited board approved the construction of the Fischer-Tropsch wax expansion project (FTWEP) with an estimated end of job cost of R8,3 billion which is part of the Performance Chemicals Wax South Africa cash generating unit. Due to the volatile macroeconomic environment and increased costs relating primarily to construction delays and poor labour productivity, an impairment review was performed during 2013. After a robust reassessment of the FTWEP project economics, Performance Chemicals Wax South Africa was impaired by R2,0 billion at 30 June 2013 based on the value-in-use being lower than the carrying value. The discount rate used to calculate the value-in-use was 12,95%.

 

Base Chemicals — Investment in ASPC joint venture

 

ASPC was a 50% joint venture of Sasol Polymers International Investments situated in Iran. Due to the volatile political environment and on-going economic sanctions against Iran coupled with operational risks and management’s intention to dispose of the asset, an impairment review was performed based on the business model during 2013.

 

On 25 November 2011, the Sasol Limited board approved the commencement of negotiations to sell Sasol’s share in ASPC and at 30 June 2013 the investment in the ASPC joint venture was classified as held for sale. Based on the indicative offer received in the memorandum of understanding signed with a purchaser at the time, an impairment of R3,6 billion was recognised in 2013.

 

93


 

Sasol Limited group

Notes to the financial statements

Results of operations

(continued)

 

39                                  Share of profits of equity accounted joint ventures, net of tax

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Profit before tax

 

 

 

2 205

 

3 871

 

1 520

 

Taxation

 

 

 

(107

)

(61

)

42

 

 

 

7

 

2 098

 

3 810

 

1 562

 

 

 

 

 

 

 

 

 

 

 

Remeasurement items, net of tax

 

 

 

1

 

(13

)

(3 459

)

 

 

 

 

 

 

 

 

 

 

Dividends received from equity accounted joint ventures

 

7

 

2 319

 

4 380

 

5 031

 

 

 

 

 

 

 

 

 

 

 

Business segmentation*

 

 

 

 

 

 

 

 

 

Mining

 

 

 

(5

)

 

(1

)

Energy

 

 

 

1 941

 

3 710

 

2 695

 

Base Chemicals

 

 

 

162

 

100

 

(1 186

)

Performance Chemicals

 

 

 

 

 

54

 

Total operations

 

 

 

2 098

 

3 810

 

1 562

 

 


* 2014 and 2013 have been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

40                                  Share of (losses)/profits of associates, net of tax

 

Profit before tax

 

 

 

128

 

441

 

658

 

Taxation

 

 

 

(169

)

(107

)

(154

)

 

 

8

 

(41

)

334

 

504

 

 

 

 

 

 

 

 

 

 

 

Remeasurement items, net of tax

 

 

 

 

 

61

 

 

 

 

 

 

 

 

 

 

 

Dividends received from associates

 

8

 

493

 

337

 

384

 

 

 

 

 

 

 

 

 

 

 

Business segmentation*

 

 

 

 

 

 

 

 

 

Energy

 

 

 

(518

)

8

 

3

 

Base Chemicals

 

 

 

500

 

350

 

517

 

Performance Chemicals

 

 

 

 

1

 

 

Group Functions

 

 

 

(23

)

(25

)

(16

)

Total operations

 

 

 

(41

)

334

 

504

 

 


* 2014 and 2013 have been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

41                                  Finance income

 

Dividends received from investments available-for-sale outside South Africa

 

53

 

46

 

38

 

24

 

 

 

 

 

 

 

 

 

 

 

Interest received

 

53

 

1 189

 

1 170

 

642

 

South Africa

 

 

 

930

 

793

 

423

 

outside South Africa

 

 

 

259

 

377

 

219

 

 

 

 

 

 

 

 

 

 

 

Notional interest received

 

 

 

39

 

12

 

3

 

 

 

 

 

1 274

 

1 220

 

669

 

 

 

 

 

 

 

 

 

 

 

Interest received on

 

 

 

 

 

 

 

 

 

investments available-for-sale

 

 

 

13

 

16

 

4

 

investments held-to-maturity

 

 

 

7

 

12

 

22

 

loans and receivables

 

 

 

216

 

359

 

209

 

cash and cash equivalents

 

 

 

953

 

783

 

407

 

 

 

 

 

1 189

 

1 170

 

642

 

 

94



 

42                                  Finance costs

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Bank overdraft

 

 

 

18

 

29

 

17

 

Debt

 

 

 

1 333

 

810

 

623

 

Preference share dividends

 

 

 

1 034

 

793

 

771

 

Finance leases

 

 

 

93

 

64

 

50

 

Other

 

 

 

32

 

84

 

78

 

 

 

 

 

2 510

 

1 780

 

1 539

 

Amortisation of loan costs

 

 

 

113

 

59

 

13

 

Notional interest

 

20

 

725

 

616

 

556

 

Total finance costs

 

 

 

3 348

 

2 455

 

2 108

 

Amounts capitalised to assets under construction

 

3

 

(1 118

)

(530

)

(300

)

 

 

 

 

 

 

 

 

 

 

Income statement charge

 

 

 

2 230

 

1 925

 

1 808

 

 

 

 

 

 

 

 

 

 

 

Total finance costs comprise

 

 

 

 

 

 

 

 

 

South Africa

 

 

 

2 158

 

1 741

 

1 812

 

Outside South Africa

 

 

 

1 190

 

714

 

296

 

 

 

 

 

3 348

 

2 455

 

2 108

 

 

 

 

 

 

 

 

 

 

 

Total finance costs before amortisation of loan costs and notional interest

 

 

 

2 510

 

1 780

 

1 539

 

Less interest accrued on long-term debt

 

18

 

(408

)

(1 276

)

(989

)

Less interest paid on tax payable

 

 

 

(5

)

(5

)

(27

)

Per the statement of cash flows

 

 

 

2 097

 

499

 

523

 

 

43                                  Taxation

 

South African normal tax

 

 

 

5 673

 

10 717

 

9 289

 

current year

 

 

 

6 036

 

10 756

 

9 349

 

prior years

 

 

 

(363

)

(39

)

(60

)

 

 

 

 

 

 

 

 

 

 

Dividend withholding tax

 

 

 

80

 

82

 

69

 

 

 

 

 

 

 

 

 

 

 

Foreign tax

 

 

 

3 077

 

2 130

 

1 979

 

current year

 

 

 

3 101

 

2 184

 

1 968

 

prior years

 

 

 

(24

)

(54

)

11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

28

 

8 830

 

12 929

 

11 337

 

 

 

 

 

 

 

 

 

 

 

Deferred tax — South Africa

 

23

 

5 425

 

1 256

 

1 278

 

current year

 

 

 

5 521

 

1 248

 

1 237

 

prior years

 

 

 

(96

)

8

 

41

 

 

 

 

 

 

 

 

 

 

 

Deferred tax — foreign

 

23

 

176

 

511

 

(20

)

current year

 

 

 

152

 

532

 

(19

)

prior years

 

 

 

28

 

(10

)

1

 

recognition of deferred tax assets*

 

 

 

 

(14

)

(14

)

tax rate change

 

 

 

(4

)

3

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14 431

 

14 696

 

12 595

 

 


*  Included in the charge per the income statement is the recognition of an amount of Rnil (2014 – R14 million; 2013 – R14 million) relating to a deferred tax asset not previously recognised due to the uncertainty previously surrounding the utilisation thereof in future years.

 

95



 

Sasol Limited group

Notes to the financial statements

Results of operations

(continued)

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Business segmentation*

 

 

 

 

 

 

 

 

 

Mining

 

 

 

1 155

 

640

 

617

 

Exploration and Production International

 

 

 

438

 

809

 

711

 

Energy

 

 

 

5 253

 

7 889

 

6 892

 

Base Chemicals

 

 

 

2 932

 

2 195

 

1 352

 

Performance Chemicals

 

 

 

3 488

 

2 847

 

1 690

 

Group Functions

 

 

 

1 165

 

316

 

1 333

 

Total operations

 

 

 

14 431

 

14 696

 

12 595

 

 


*  2014 and 2013 have been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

%

 

%

 

%

 

Reconciliation of effective tax rate

 

 

 

 

 

 

 

 

 

The table below shows the difference between the South African enacted tax rate (28%) compared to the tax rate in the income statement.

 

 

 

 

 

 

 

 

 

Total income tax expense differs from the amount computed by applying the South African normal tax rate to profit before tax. The reasons for these differences are:

 

 

 

 

 

 

 

 

 

South African normal tax rate

 

 

 

28,0

 

28,0

 

28,0

 

Increase in rate of tax due to

 

 

 

 

 

 

 

 

 

disallowed preference share dividend

 

 

 

0,5

 

0,5

 

0,5

 

disallowed expenditure

 

 

 

1,6

 

3,2

 

2,8

 

disallowed share-based payment expenses

 

 

 

0,1

 

0,2

 

0,2

 

disallowed expenditure on Base Chemicals Competition Commission administrative penalty

 

 

 

 

0,3

 

 

different tax rates

 

 

 

2,0

 

1,9

 

1,2

 

tax losses not recognised

 

 

 

3,4

 

4,0

 

2,1

 

other adjustments

 

 

 

0,2

 

0,4

 

1,0

 

 

 

 

 

35,8

 

38,5

 

35,8

 

Decrease in rate of tax due to

 

 

 

 

 

 

 

 

 

exempt income**

 

 

 

(0,9

)

(2,2

)

(0,8

)

share of profits of equity accounted joint ventures and associates

 

 

 

(1,3

)

(2,8

)

(1,0

)

utilisation of tax losses

 

 

 

 

 

(1,2

)

exempt income on reversal of Base Chemicals Competition Commission administrative penalty

 

 

 

(0,3

)

 

 

prior year adjustments

 

 

 

(1,0

)

(0,2

)

 

other adjustments

 

 

 

(0,6

)

(0,7

)

(1,1

)

Effective tax rate

 

 

 

31,7

 

32,6

 

31,7

 

 


**                  The increase in exempt income during 2014 relates to the reduction of the fine imposed on Performance Chemicals (Wax) by the European Union in 2008.

 

44                                  Earnings and dividends per share

 

Earnings per share (EPS) is derived by dividing attributable earnings by the weighted average number of shares, after taking the share repurchase programme and the Sasol Inzalo share transaction into account.  Appropriate adjustments are made in calculating diluted, headline and diluted headline earnings per share.

 

Diluted earnings per share (DEPS) reflect the potential dilution that could occur if all of the group’s outstanding share options were exercised and the effects of all dilutive potential ordinary shares resulting from the Sasol Inzalo share transaction. The number of shares outstanding is adjusted to show the potential dilution if employee share options and Sasol Inzalo share rights are converted into ordinary shares and the ordinary shares that will be issued to settle the A and B preference shares in the Sasol Inzalo share transaction.

 

96



 

44                                  Earnings and dividend per share continued

 

 

 

Number of shares

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

million

 

million

 

million

 

 

 

 

 

 

 

 

 

Weighted average number of shares

 

610,1

 

609,0

 

605,7

 

Potential dilutive effect of outstanding share options

 

0,1

 

0,4

 

1,1

 

Potential dilutive effect of Sasol Inzalo transaction*

 

 

11,4

 

 

Diluted weighted average number of shares for DEPS

 

610,2

 

620,8

 

606,8

 

Potential dilutive effect of Sasol Inzalo transaction*

 

 

 

7,7

 

Diluted weighted average number of shares for diluted Headline EPS

 

610,2

 

620,8

 

614,5

 

 


*  The Sasol Inzalo transaction is anti-dilutive for EPS and Headline EPS in 2015. In 2013, the Sasol Inzalo transaction was anti-dilutive for EPS.

 

The diluted weighted average number of shares in issue does not include the effect of ordinary shares issuable upon the conversion of Sasol Inzalo share rights in respect of The Sasol Inzalo Employee Trust and The Sasol Inzalo Management Trust, as their effect was not dilutive for 2015, 2014 and 2013.

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings is determined as follows

 

 

 

 

 

 

 

 

 

Earnings attributable to owners of Sasol Limited

 

 

 

29 716

 

29 580

 

26 274

 

Finance costs on potentially dilutive shares relating to the Sasol Inzalo share transaction*

 

 

 

 

386

 

 

Diluted earnings

 

 

 

29 716

 

29 966

 

26 274

 

 


*  The Sasol Inzalo transaction is anti-dilutive for EPS in 2015 and 2013.

 

Headline earnings is determined as follows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings attributable to owners of Sasol Limited

 

 

 

29 716

 

29 580

 

26 274

 

Adjusted for

 

 

 

 

 

 

 

 

 

Effect of remeasurement items for subsidiaries and joint operations

 

38

 

642

 

7 047

 

2 197

 

gross remeasurement items

 

38

 

807

 

7 629

 

2 949

 

tax effects and non-controlling interests

 

38

 

(165

)

(582

)

(752

)

Effect of remeasurement items for equity accounted joint ventures and associates

 

 

 

(1

)

13

 

3 398

 

gross remeasurement items

 

38

 

(1

)

13

 

3 538

 

tax effects

 

38

 

 

 

(140

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Headline earnings

 

 

 

30 357

 

36 640

 

31 869

 

Finance costs on potentially dilutive shares relating to the Sasol Inzalo share transaction**

 

 

 

 

386

 

405

 

Diluted headline earnings

 

 

 

30 357

 

37 026

 

32 274

 

 


** The Sasol Inzalo transaction is anti-dilutive for Headline EPS in 2015.

 

97



 

Sasol Limited group

Notes to the financial statements

Results of operations

(continued)

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Earnings attributable to owners of Sasol Limited

 

 

 

 

 

 

 

Basic earnings per share

 

48,71

 

48,57

 

43,38

 

Diluted earnings per share

 

48,70

 

48,27

 

43,30

 

 

 

 

 

 

 

 

 

Headline earnings

 

 

 

 

 

 

 

Headline earnings per share

 

49,76

 

60,16

 

52,62

 

Diluted headline earnings per share

 

49,75

 

59,64

 

52,53

 

 

 

 

 

 

 

 

 

Dividends per share

 

 

 

 

 

 

 

Ordinary shares of no par value

 

 

 

 

 

 

 

interim

 

7,00

 

8,00

 

5,70

 

final*

 

11,50

 

13,50

 

13,30

 

 

 

18,50

 

21,50

 

19,00

 

 


*  Declared subsequent to 30 June 2015 and has been presented for information purposes only. No accrual regarding the final dividend has been recognised.

 

45                                  Other comprehensive income

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Components of other comprehensive income

 

 

 

 

 

 

 

 

 

Effect of translation of foreign operations

 

 

 

3 590

 

4 477

 

8 114

 

translation of foreign operations

 

 

 

4 483

 

4 151

 

8 107

 

realisation of foreign currency translation reserve

 

 

 

(893

)

326

 

7

 

 

 

 

 

 

 

 

 

 

 

Effect of cash flow hedges

 

 

 

 

(66

)

78

 

(losses)/gains on effective portion of cash flow hedges

 

 

 

(5

)

(26

)

46

 

gains/(losses) on cash flow hedges transferred to hedged items

 

 

 

5

 

(40

)

32

 

 

 

 

 

 

 

 

 

 

 

Fair value of investments available-for-sale

 

 

 

16

 

34

 

(17

)

 

 

 

 

 

 

 

 

 

 

Remeasurements on post-retirement benefit obligations

 

 

 

(847

)

(80

)

(497

)

Tax on other comprehensive income

 

23

 

252

 

73

 

137

 

Other comprehensive income for year, net of tax

 

 

 

3 011

 

4 438

 

7 815

 

 

Except for the actuarial gains and losses on post-retirement benefit obligations, the components of other comprehensive income can be subsequently reclassified to the income statement.

 

98



 

45                                  Other comprehensive income continued

 

 

 

Gross

 

Tax

 

Non-
controlling
interest

 

Net

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Rm

 

Tax and non-controlling interest on other comprehensive income

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

Translation of foreign operations

 

4 483

 

 

(5

)

4 478

 

Realisation of foreign currency translation reserve

 

(893

)

 

 

(893

)

Loss on effective portion of cash flow hedges

 

(5

)

 

1

 

(4

)

Gain on cash flow hedges transferred to hedged items

 

5

 

(2

)

1

 

4

 

Gain on fair value of investments

 

16

 

 

(2

)

14

 

Remeasurements on post-retirement benefit obligations

 

(847

)

254

 

5

 

(588

)

Other comprehensive income

 

2 759

 

252

 

 

3 011

 

2014

 

 

 

 

 

 

 

 

 

Translation of foreign operations

 

4 151

 

 

(8

)

4 143

 

Realisation of foreign currency translation reserve

 

326

 

 

 

326

 

Loss on effective portion of cash flow hedges

 

(26

)

17

 

1

 

(8

)

Loss on cash flow hedges transferred to hedged items

 

(40

)

 

 

(40

)

Gain on fair value of investments

 

34

 

(2

)

(1

)

31

 

Remeasurements on post-retirement benefit obligations

 

(80

)

58

 

(8

)

(30

)

Other comprehensive income

 

4 365

 

73

 

(16

)

4 422

 

2013

 

 

 

 

 

 

 

 

 

Translation of foreign operations

 

8 107

 

 

(16

)

8 091

 

Realisation of foreign currency translation reserve

 

7

 

 

 

7

 

Gain on effective portion of cash flow hedges

 

46

 

(21

)

(3

)

22

 

Gain on cash flow hedges transferred to hedged items

 

32

 

 

 

32

 

Loss on fair value of investments

 

(17

)

(1

)

 

(18

)

Remeasurements on post-retirement benefit obligations

 

(497

)

159

 

3

 

(335

)

Other comprehensive income

 

7 678

 

137

 

(16

)

7 799

 

 

99



 

Sasol Limited group

Notes to the financial statements

 

Equity structure

 

 

 

 

 

 

 

Note

 

 

 

Share capital

 

 

 

 

 

46

 

 

 

Share-based payment reserve

 

 

 

 

 

47

 

 

 

Foreign currency translation reserve

 

 

 

 

 

48

 

 

 

Share repurchase programme

 

 

 

 

 

49

 

 

 

 

46                                            Share capital

 

Our issued share capital comprises of the following:

 

 

 

 

 

2015

 

2014

 

 

 

 

 

Rm

 

Rm

 

Issued share capital (as per statement of changes in equity)

 

 

 

29 228

 

29 084

 

 

 

 

 

 

Number of shares

 

 

 

 

 

2015

 

2014

 

Authorised

 

 

 

 

 

 

 

Sasol ordinary shares of no par value

 

 

 

1 127 690 590

 

1 127 690 590

 

Sasol preferred ordinary shares of no par value

 

 

 

28 385 646

 

28 385 646

 

Sasol BEE ordinary shares of no par value

 

 

 

18 923 764

 

18 923 764

 

 

 

 

 

1 175 000 000

 

1 175 000 000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued

 

 

 

 

 

 

 

Shares issued at beginning of year

 

 

 

678 935 812

 

677 186 362

 

Issued in terms of the Sasol Share Incentive Scheme

 

 

 

544 550

 

1 749 450

 

Shares issued at end of year

 

 

 

679 480 362

 

678 935 812

 

 

 

 

 

 

 

 

 

Comprising

 

 

 

 

 

 

 

Sasol ordinary shares of no par value

 

 

 

651 094 716

 

650 550 166

 

Sasol preferred ordinary shares of no par value

 

 

 

25 547 081

 

25 547 081

 

Sasol BEE ordinary shares of no par value

 

 

 

2 838 565

 

2 838 565

 

 

 

 

 

679 480 362

 

678 935 812

 

 

 

 

 

 

 

 

 

Held in reserve

 

 

 

 

 

 

 

Allocated to the Sasol Share Incentive Scheme

 

 

 

306 900

 

858 950

 

Unissued shares

 

 

 

495 212 738

 

495 205 238

 

Sasol ordinary shares of no par value

 

 

 

476 288 974

 

476 281 474

 

Sasol preferred ordinary shares of no par value

 

 

 

2 838 565

 

2 838 565

 

Sasol BEE ordinary shares of no par value

 

 

 

16 085 199

 

16 085 199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

495 519 638

 

496 064 188

 

 

100


 

Conditions attached to share classifications

 

The Sasol ordinary shares issued have no conditions attached to them.

 

The Sasol preferred ordinary shares have voting rights attached to them and will be Sasol ordinary shares at the end of the term of the Sasol Inzalo share transaction. 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.

 

Further, the Sasol preferred ordinary shares carry a cumulative preferred dividend right where a dividend has been declared during the term of the Sasol Inzalo share transaction, with the dividends set out as follows:

 

·        R16,00 per annum for each of the three years until 30 June 2011;

 

·        R22,00 per annum for the next three years until 30 June 2014; and

 

·        R28,00 per annum for the last four years until 30 June 2018.

 

With effect from 1 April 2012, the Sasol preferred ordinary share dividend has been grossed up by 10% in accordance with contractual obligations. The revised dividend is as follows for the remaining years:

 

·        R24,20 per annum for the next two years until 30 June 2014; and

 

·        R30,80 per annum for the last four years until 30 June 2018.

 

The Sasol BEE ordinary shares have voting rights attached to them and will be Sasol ordinary shares at the end of the term of the Sasol Inzalo share transaction. The Sasol BEE ordinary shares rank pari passu with the Sasol ordinary shares and differ only in the fact that they are listed on the BEE segment of the JSE main board and trading is restricted.

 

The Sasol BEE ordinary shares receive dividends per share simultaneously with, and equal to, the Sasol ordinary shares.

 

47                                  Share-based payments

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

During the year the following share-based payment expenses were recognised in the income statement relating to share-based payment arrangements that existed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity settled — recognised directly in equity

 

51

 

501

 

267

 

374

 

Sasol Share Incentive Scheme

 

47.1

 

 

 

2

 

Sasol Inzalo share transaction(1)

 

47.2

 

501

 

267

 

372

 

 

 

 

 

 

 

 

 

 

 

Cash settled — recognised in long—term provisions

 

 

 

 

 

 

 

 

 

Sasol Share Appreciation Rights Scheme

 

 

 

(1 634

)

3 268

 

941

 

Share Appreciation Rights with no corporate performance targets

 

47.3.1

 

(436

)

1 073

 

234

 

Share Appreciation Rights with corporate performance targets

 

47.3.2

 

(1 198

)

2 195

 

707

 

Sasol Long-term Incentive Scheme

 

47.4

 

252

 

2 117

 

723

 

 

 

 

 

(881

)

5 652

 

2 038

 

 


(1)         Included in the equity settled share-based payment charge is a once-off charge of R280 million relating to the partial refinancing of the Sasol Inzalo transaction, The refinancing was accounted for as a modification to the equity settled share-based payment arrangement.

 

Sasol’s share price decreased by 29% over the financial year to a closing price on 30 June 2015 of R450,00. This resulted in a substantial year-on-year reduction in long-term employee cash settled share-based payment expense of R6,8 billion.

 

101



 

Sasol Limited group

Notes to the financial statements

Equity structure

(continued)

 

47                                  Share capital continued

 

Share options and share rights available for allocation

 

The maximum number of rights to be issued under the Sasol Share Appreciation Rights Scheme and the Sasol Long-term Incentive Scheme shall not at any time exceed 69 million shares/rights, representing 10% of Sasol Limited’s issued share capital immediately after the Sasol Inzalo share transaction.

 

 

 

Number of share options/rights

 

at 30 June

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Share options

 

 

 

 

 

 

 

Share options allocated

 

306 900

 

858 950

 

2 619 500

 

 

 

 

 

 

 

 

 

Share Appreciation rights granted

 

15 736 064

 

17 228 765

 

22 041 865

 

Long-term Incentive rights granted

 

5 688 899

 

5 471 757

 

4 362 022

 

Share Rights available for allocation

 

47 268 137

 

45 440 528

 

39 976 613

 

 

 

68 693 100

 

68 141 050

 

66 380 500

 

 

 

 

 

 

 

 

 

Total share options and share rights available for allocation

 

69 000 000

 

69 000 000

 

69 000 000

 

 

Equity-settled share incentive schemes

 

47.1  The Sasol Share Incentive Scheme

 

In 1988, the shareholders approved the implementation of the Sasol Share Incentive Scheme, which is aimed at recognising the contributions of senior staff and to retain key employees.

 

Allocations are linked to the performance of both the group and the individual. Options are granted for a period of nine years and vest as follows:

 

2 years — 1st third

 

4 years — 2nd third

 

6 years — final third

 

The offer price of these options equals the closing market price of the underlying shares on the trading day immediately preceding the granting of the option. These options are settled by means of the issue of Sasol ordinary shares of no par value by Sasol Limited. The fair value of the equity settled expense is calculated at grant date.

 

Following the introduction of the Sasol Share Appreciation Rights Scheme in March 2007, no further options were issued in terms of the Sasol Share Incentive Scheme. The last tranche of options vested in December 2012.

 

It is group policy that employees should not deal in Sasol Limited securities for the periods from 1 January for half year end and 1 July for year end until two days after publication of the results and at any other time during which they have access to price sensitive information.

 

102



 

Movements in the number of options outstanding

 

Number
of share
options

 

Weighted
average
option price

 

Balance at 30 June 2012

 

6 605 600

 

110,05

 

Options converted to shares

 

(3 975 500

)

(182,86

)

Options lapsed

 

(10 600

)

(169,54

)

Balance at 30 June 2013

 

2 619 500

 

220,32

 

Options converted to shares

 

(1 749 450

)

(213,41

)

Options lapsed

 

(11 100

)

(125,06

)

Balance at 30 June 2014

 

858 950

 

235,63

 

Options converted to shares

 

(544 550

)

(233,84

)

Options lapsed

 

(7 500

)

(218,81

)

Balance at 30 June 2015

 

306 900

 

239,20

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rand

 

Rand

 

Rand

 

Average market price of options exercised during year

 

465,93

 

538,44

 

409,32

 

Average fair value of share options vested during year

 

 

 

76,62

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Rm

 

Rm

 

Rm

 

Total intrinsic value of share options exercised during year

 

126

 

569

 

900

 

Share-based payment expense recognised*

 

 

 

2

 

 


*  The last tranche of share options vested in December 2012. Accordingly no further share-based payment will be recognised.

 

There was no income tax recognised as a consequence of Sasol Share Incentive Scheme.

 

 

 

Number

 

Weighted
average
option

 

Total
intrinsic
value

 

Weighted
average
remaining
life

 

Range of exercise prices

 

of shares

 

Rand

 

Rm

 

Years

 

Details of unimplemented share options granted and vested up to 30 June 2015

 

 

 

 

 

 

 

 

 

R210,01 – R240,00

 

204 500

 

232,38

 

45

 

 

R240,01 – R270,00

 

95 200

 

251,15

 

19

 

 

R270,01 – R300,00

 

7 200

 

274,99

 

1

 

 

 

 

306 900

 

239,20

 

65

 

 

 

103



 

Sasol Limited group

Notes to the financial statements

Equity structure

(continued)

 

47                                  Share capital continued

 

47.2                        The Sasol Inzalo share transaction

 

In May 2008, the shareholders approved the Sasol Inzalo share transaction, a broad-based black economic empowerment (BEE) transaction, which resulted in the transfer of beneficial ownership of 10% (63,1 million shares) of Sasol Limited’s issued share capital before the implementation of this transaction to its employees and a wide spread of BEE participants. The transaction was introduced to assist Sasol, as a major participant in the South African economy, in meeting its empowerment objectives.

 

 

 

 

 

%

 

Value of
shares
issued

 

Components of the transaction

 

Note

 

allocated

 

Rm

 

 

 

 

 

 

 

 

 

The Sasol Inzalo Employee Trust and The Sasol Inzalo Management Trust

 

i

 

4,0

 

9 235

 

The Sasol Inzalo Foundation

 

ii

 

1,5

 

3 463

 

Selected Participants

 

iii

 

1,5

 

3 463

 

Black Public Invitations

 

iv

 

3,0

 

6 927

 

 

 

 

 

10,0

 

23 088

 

 

 

 

 

 

Share-based payment expense
recognised
(1)

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

Black Public Funded Invitation(1)

 

 

 

280

 

 

 

The Sasol Inzalo Employee Trust and The Sasol Inzalo Management Trust(2)

 

i

 

221

 

267

 

372

 

 

 

 

 

501

 

267

 

372

 

 


(1)         Includes a share-based payment expense of R280 million relating to the partial refinancing of the Sasol Inzalo transaction (2014 — Rnil; 2013 — Rnil).

(2)         The unrecognised share-based payment expense related to non-vested Employee and Management Trusts’ share rights, expected to be recognised over a weighted average period of 0,95 years amounted to R234 million at 30 June 2015 (2014 — R454 million; 2013 — R721 million).

 

i             The Sasol Inzalo Employee Trust and The Sasol Inzalo Management Trust (the Trusts)

 

On 3 June 2008, staff members that were South African residents or who were migrant workers that did not participate in the Sasol Share Incentive Scheme and the Sasol Share Appreciation Rights Scheme participated in The Sasol Inzalo Employee Trust (Employee Scheme), while all senior black staff that are South African residents participated in The Sasol Inzalo Management Trust (Management Scheme).

 

The share rights which, subject to the scheme rules, entitle the employees from the inception of the scheme to receive Sasol ordinary shares at the end of ten years, vest according to unconditional entitlement as follows:

 

·        after three years: 30%

 

·        thereafter: 10% per year until maturity

 

Participants in the Employee Scheme were granted share rights to 850 Sasol ordinary shares. The allocation of the shares in the Management Scheme was based on seniority and ranged from 5 000 to 25 000. Of the allocated shares 12% was set aside for new employees appointed during the first five years of the transaction. On resignation, within the first three years from the inception of the transaction, share rights granted were forfeited. For each year thereafter, 10% of such share rights will be forfeited for each year or part thereof remaining until the end of the transaction period. On retirement, death or retrenchment the rights will remain with the participant, or its estate.

 

The fair value of the equity settled share-based payment expense is calculated at grant date and expensed over the vesting period of the share rights.

 

104



 

The Sasol ordinary shares were issued to the Trusts, funded by contributions from Sasol, which collectively subscribed for 25,2 million Sasol ordinary shares at an issue price of R366,00 per share, with a nominal value of R0,01 per share, subject to pre-conditions regarding the right to receive only 50% of ordinary dividends paid on ordinary shares and Sasol’s right to repurchase a number of shares at a nominal value of R0,01 per share at the end of year ten in accordance with a pre-determined formula. The participant has the right to all ordinary dividends received by the Trusts for the duration of the transaction. The difference between the issue price and the nominal value was funded by Sasol Limited company, and is reflected as a long-term financial asset on the standalone balance sheet. An impairment of R5 468 million was recognised at a standalone level in 2015. Refer to note 4 of the Sasol Limited company financial statements.

 

After Sasol has exercised its repurchase right and subject to any forfeiture of share rights, each participant will receive a number of Sasol ordinary shares in relation to their respective share rights.

 

Any shares remaining in the Trusts after the distribution to participants may be distributed to The Sasol Inzalo Foundation.

 

ii         The Sasol Inzalo Foundation

 

On 3 June 2008, The Sasol Inzalo Foundation, which was incorporated as a trust registered as a public benefit organisation, subscribed for 9,5 million Sasol ordinary shares at an issue price of R366,00 per share, with a nominal value of R0,01 per share. The difference between the issue price and the nominal value was funded by Sasol Limited company, and is reflected as a long-term financial asset on the standalone balance sheet. An impairment of R1 646 million was recognised at a standalone level in 2015. Refer to note 4 of the Sasol Limited company financial statements.

 

The primary focus of The Sasol Inzalo Foundation is skills development and capacity building of black South Africans, predominantly in the fields of mathematics, science and technology.

 

The conditions of subscription for Sasol ordinary shares by The Sasol Inzalo Foundation includes the right to receive dividends equal to 5% of the ordinary dividends declared in respect of Sasol ordinary shares held by the Foundation. With effect from 2013, the group executive committee approved the increase in the dividend to 50%. Sasol is entitled to repurchase a number of Sasol ordinary shares from the Foundation at a nominal value of R0,01 per share at the end of ten years in accordance with a pre-determined formula.

 

After Sasol has exercised its repurchase right, the Foundation will receive 100% of dividends declared on the Sasol ordinary shares owned by the Foundation.

 

iii     Selected Participants

 

In 2008, selected BEE groups (Selected Participants) which included Sasol customers, Sasol suppliers, Sasol franchisees, women’s groups, trade unions and other professional associations, through a funding company, which is consolidated as part of the Sasol group, subscribed in total for 9,5 million Sasol preferred ordinary shares at an issue price of R366,00 per share, with a nominal value of R0,01 per share. A portion of these shares have not yet been allocated to Selected Participants and have been subscribed for by a facilitation trust, which is funded by Sasol. As at 30 June 2015, 1,1 million (2014 — 1,1 million; 2013 — 1,1 million) Sasol preferred ordinary shares were issued to the facilitation trust.

 

The Selected Participants contributed equity between 5% to 10% of the value of their underlying Sasol preferred ordinary shares allocation, with the balance of the contribution funded through preference share debt (refer note 18), including preference shares subscribed for by Sasol.

 

The fair value of the equity settled share-based payment expense relating to the share rights issued to the Selected Participants was calculated at grant date and was expensed immediately as all vesting conditions had been met at that date.

 

The Selected Participants are entitled to receive a dividend of up to 5% of the dividend declared on the Sasol preferred ordinary shares in proportion to their effective interest in Sasol’s issued share capital, from the commencement of the fourth year of the transaction term of ten years, subject to the financing requirements of the preference share debt.

 

At the end of the transaction term, the Sasol preferred ordinary shares will automatically be Sasol ordinary shares and will then be listed on the JSE. The Sasol ordinary shares remaining in the funding company after redeeming the preference share debt and paying costs may then be distributed to the Selected Participants in proportion to their shareholding.

 

The funding company, from inception, has full voting and economic rights with regard to its shareholding of Sasol’s total issued share capital.

 

105


 

Sasol Limited group

Notes to the financial statements

Equity structure

(continued)

 

47                                  Share-based payments continued

 

47.2                        The Sasol Inzalo share transaction continued

 

iv      Black Public Invitations

 

The Sasol Inzalo Black Public Invitations aimed to provide as many black people (Black Public) as possible with an opportunity to acquire shares in Sasol. The Black Public owns 3% of Sasol’s issued share capital, through their participation in the Funded and Cash Invitations described below.

 

On 8 September 2008, the Black Public indirectly subscribed for 16 085 199 Sasol preferred ordinary shares and directly for 2 838 565 Sasol BEE ordinary shares.

 

The fair value of the equity settled share-based payment expense relating to the share rights issued to the Black Public calculated at grant date was expensed immediately as all vesting conditions would have been met at that date. At 30 June 2015, 56 452 (2014 — 56 452; 2013 — 56 090) Sasol preferred ordinary shares and 17 405 (2014 — 17 405; 2013 — 17 475) Sasol BEE ordinary shares were issued to a facilitation trust funded by Sasol.

 

Funded Invitation

 

The members of the Black Public participating in the Funded Invitation through a funding company, which is consolidated as part of the Sasol group, subscribed for 16,1 million Sasol preferred ordinary shares. The Black Public contributed equity between 5% to 10% of their underlying Sasol preferred ordinary shares allocation, with the balance of the contribution being funded through preference share debt (refer note 18) including preference shares subscribed for by Sasol.

 

Participants in the Funded Invitation could not dispose of their shares for the first three years after subscription. Since September 2011, for the remainder of the transaction term, trading in the shares is allowed with other Black People or Black Groups through an over-the-counter trading mechanism. Participants in the Funded Invitation may not encumber the shares held by them before the end of the transaction term.

 

The Black Public are entitled to receive a dividend of up to 5% of the dividend on the Sasol preferred ordinary shares in proportion to their effective interest in Sasol’s issued share capital, from the commencement of the fourth year of the transaction term of ten years, subject to the financing requirements of the preference share debt.

 

At the end of the transaction term, the Sasol preferred ordinary shares will automatically be Sasol ordinary shares and will then be listed on the JSE. The Sasol ordinary shares remaining in the funding company after redeeming the preference share debt and paying costs may then be distributed to the Black Public in proportion to their shareholding.

 

The funding company has, from inception, full voting and economic rights with regard to its interest in Sasol’s issued share capital.

 

Cash Invitation

 

The Cash Invitation allowed members of the Black Public to invest directly in Sasol Limited, by acquiring Sasol BEE ordinary shares. As at 30 June 2015, the Black Public held 2,8 million (2014 — 2,8 million; 2013 — 2,8 million) Sasol BEE ordinary shares. Participants in the Cash Invitation receive dividends per share simultaneously with, and equal to, Sasol ordinary shareholders. In addition, they are entitled to exercise full voting rights attached to their Sasol BEE ordinary shares.

 

The Sasol BEE ordinary shares could not be traded for the first two years of the transaction term of ten years and, for the remainder of the transaction term, can only be traded between Black People and Black Groups.

 

Participants in the Cash Invitation are entitled to encumber their Sasol BEE ordinary shares, provided that these shares continue to be owned by members of the Black Public for the duration of the transaction term.

 

In February 2011, Sasol Limited listed the Sasol BEE ordinary shares on the BEE segment of the JSE’s main board. This trading facility provides many shareholders access to a regulated market in line with Sasol’s commitment to broad-based shareholder development. At the end of the transaction term, the Sasol BEE ordinary shares will automatically be Sasol ordinary shares.

 

106



 

at 30 June 2015

 

Total

 

i) Employee
and
Management
Trusts

 

ii) Sasol
Inzalo
Foundation

 

iii) Selected
Participants

 

iv) Black
Public
Invitations

 

Shares and share rights granted

 

60 940 615

 

24 240 849

 

9 461 882

 

8 387 977

 

18 849 907

 

Already vested

 

53 668 360

 

16 968 594

 

9 461 882

 

8 387 977

 

18 849 907

 

Within three years

 

7 272 255

 

7 272 255

 

 

 

 

Shares and share rights available for allocation

 

2 138 599

 

990 837

 

 

1 073 905

 

73 857

 

 

 

63 079 214

 

25 231 686

 

9 461 882

 

9 461 882

 

18 923 764

 

 

at 30 June 2014

 

 

 

 

 

 

 

 

 

 

 

Shares and share rights granted

 

61 219 438

 

24 519 672

 

9 461 882

 

8 387 977

 

18 849 907

 

Already vested

 

51 411 569

 

14 711 803

 

9 461 882

 

8 387 977

 

18 849 907

 

Within three years

 

7 355 902

 

7 355 902

 

 

 

 

Three to five years

 

2 451 967

 

2 451 967

 

 

 

 

Shares and share rights available for allocation

 

1 859 776

 

712 014

 

 

1 073 905

 

73 857

 

 

 

63 079 214

 

25 231 686

 

9 461 882

 

9 461 882

 

18 923 764

 

 

at 30 June 2013

 

 

 

 

 

 

 

 

 

 

 

Shares and share rights granted

 

61 588 157

 

24 888 391

 

9 461 882

 

8 387 977

 

18 849 907

 

Already vested

 

49 143 962

 

12 444 196

 

9 461 882

 

8 387 977

 

18 849 907

 

Within three years

 

7 466 517

 

7 466 517

 

 

 

 

Three to five years

 

4 977 678

 

4 977 678

 

 

 

 

Shares and share rights available for allocation

 

1 491 057

 

343 295

 

 

1 073 905

 

73 857

 

 

 

63 079 214

 

25 231 686

 

9 461 882

 

9 461 882

 

18 923 764

 

 

107



 

Sasol Limited group

Notes to the financial statements

Equity structure

(continued)

 

47                                  Share-based payments continued

 

47.2                        The Sasol Inzalo share transaction continued

 

The share-based payment expense was calculated using an option pricing model reflective of the underlying characteristics of each part of the transaction. It is calculated using the following assumptions at grant date.

 

 

 

 

 

Employee and
Management
Trusts

 

Employee and
Management
Trusts

 

Employee and
Management
Trusts

 

for the year ended 30 June

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

Monte-Carlo
model

 

Monte-Carlo
model

 

Monte-Carlo
model

 

Valuation model

 

 

 

 

 

 

 

 

 

Exercise price

 

Rand

 

*

 

*

 

*

 

Risk-free interest rate

 

(%)

 

*

 

*

 

*

 

Expected volatility

 

(%)

 

*

 

*

 

*

 

Expected dividend yield

 

(%)

 

*

 

*

 

*

 

Vesting period

 

 

 

2 to 3 years **

 

3 to 4 years **

 

4 to 5 years **

 

Average price at which shares/share rights were granted during year

 

 

 

 

 

 

 

366,00***

 

Average fair value of shares/share rights issued during year

 

 

 

 

 

 

 

48,15

 

 


*                      There were no further grants made during the year.

**               Rights granted in previous years will vest over the remaining period until tenure of the transaction in 2018.

***        Underlying value at 60-day volume weighted average price on 18 March 2008, although the shares were issued at a nominal value of R0,01 per share.

 

No further shares and share rights have been granted in terms of the Selected Participant and the Black Public Invitation schemes.

 

The risk-free rate for periods within the contractual term of the share rights is based on the South African government bonds in effect at the time of the grant.

 

The expected volatility in the value of the share rights granted is determined using the historical volatility of the Sasol ordinary share price.

 

The expected dividend yield of the share rights granted is determined using the historical dividend yield of the Sasol ordinary shares.

 

The valuation of the share-based payment expense requires a significant degree of judgement to be applied by management.

 

108



 

Movements in the number of

 

Number of
shares/share

 

Weighted
average
value

 

Total
intrinsic
value

 

Weighted
average
remaining
life

 

shares and share rights granted

 

rights

 

Rand

 

Rm

 

Years

 

i Sasol Inzalo Employee and Management Trusts

 

 

 

 

 

 

 

 

 

Balance at 30 June 2012

 

25 231 686

 

366,00

 

(3 366

)

6,0

 

Share rights forfeited

 

(343 295

)

 

(148

)

 

Balance at 30 June 2013

 

24 888 391

 

366,00

 

(3 514

)

5,0

 

Share rights forfeited

 

(368 719

)

 

(98

)

 

Balance at 30 June 2014

 

24 519 672

 

366,00

 

(3 612

)

4,0

 

Share rights forfeited

 

(278 823

)

 

(23

)

 

Balance at 30 June 2015

 

24 240 849

 

366,00

 

(3 635

)

3,0

 

 

 

 

 

 

 

 

 

 

 

ii Sasol Inzalo Foundation

 

 

 

 

 

 

 

 

 

Balance at 30 June 2015

 

9 461 882

 

366,00

 

(865

)

3,0

 

 

 

 

 

 

 

 

 

 

 

iii Selected Participants

 

 

 

 

 

 

 

 

 

Balance at 30 June 2015

 

8 387 882

 

366,00

 

(767

)

3,0

 

 

 

 

 

 

 

 

 

 

 

iv Black Public Invitations

 

 

 

 

 

 

 

 

 

Balance at 30 June 2015

 

18 849 907

 

366,00

 

(1 723

)

3,0

 

 

No further shares and share rights have been granted in terms of the Sasol Inzalo Employee and Management and the Selected Participant and the Black Public Invitation schemes. The share-based payment expense recognised in the current year relates to share rights granted in previous years and is calculated based on the assumptions applicable to the year in which the share rights were granted.

 

Cash settled share incentive schemes

 

47.3  The Sasol Share Appreciation Rights Scheme

 

47.3.1  Share Appreciation Rights with no corporate performance targets

 

The Share Appreciation Rights Scheme with no corporate performance targets, allows eligible senior employees to earn a long-term incentive amount calculated with reference to the increase in the Sasol Limited share price between the offer date of share appreciation rights to exercise of such vested rights.

 

No shares are issued in terms of this scheme and all amounts payable in terms of the Sasol Share Appreciation Rights Scheme are settled in cash.

 

Rights are granted for a period of nine years and vest as follows:

 

2 years — 1st third

 

4 years — 2nd third

 

6 years — final third

 

The offer price of these appreciation rights equals the closing market price of the underlying shares on the trading day immediately preceding the granting of the right. The fair value of the cash settled liability is calculated at each reporting date.

 

On resignation, share appreciation rights which have not yet vested will lapse and share appreciation rights which have vested may be exercised at the employee’s election before their last day of service. Payment on appreciation rights forfeited will therefore not be required.  On death, retirement or retrenchment all appreciation rights vest immediately and the deceased estate or the employee has a period of twelve months to exercise these rights.

 

109



 

Sasol Limited group

Notes to the financial statements

Equity structure

(continued)

 

47                                  Share-based payments continued

 

47.3                        The Sasol Share Appreciation Rights Scheme continued

 

47.3.1              Share Appreciation Rights with no corporate performance targets continued

 

It is group policy that employees should not deal in Sasol Limited securities (and this is extended to the Sasol Share Appreciation Rights) for the periods from 1 January for half year end and 1 July for year end until two days after publication of the results and at any other time during which they have access to price sensitive information.

 

 

 

Number of share appreciation rights

 

at 30 June

 

2015

 

2014

 

2013

 

Vesting periods of rights granted

 

 

 

 

 

 

 

Already vested

 

3 393 090

 

2 724 820

 

3 662 500

 

Within one year

 

760 100

 

1 228 900

 

1 663 800

 

One to two years

 

57 100

 

831 800

 

1 307 300

 

Two to three years

 

 

59 100

 

879 400

 

Three to four years

 

 

 

65 100

 

 

 

4 210 290

 

4 844 620

 

7 578 100

 

 

 

 

Number
of share
appreciation

 

Weighted
average
share price

 

Movements in the number of rights granted

 

rights

 

Rand

 

Balance at 30 June 2012

 

9 568 500

 

313,23

 

Rights exercised

 

(1 810 700

)

(409,43

)

Rights forfeited

 

(179 700

)

(337,30

)

Balance at 30 June 2013

 

7 578 100

 

315,80

 

Rights exercised

 

(2 643 880

)

(317,34

)

Rights forfeited

 

(89 600

)

(322,46

)

Balance at 30 June 2014

 

4 844 620

 

314,84

 

Rights exercised

 

(598 930

)

(321,59

)

Rights forfeited

 

(35 400

)

(289,42

)

Balance at 30 June 2015

 

4 210 290

 

314,09

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rand

 

Rand

 

Rand

 

Average market price of share appreciation rights exercised during year

 

536,55

 

535,29

 

409,43

 

Average fair value of share appreciation rights vested during year

 

321,59

 

320,16

 

129,95

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Total intrinsic value of share appreciation rights exercised during year

 

129

 

576

 

198

 

Total intrinsic value of share appreciation rights vested

 

449

 

851

 

412

 

Share-based payment expense recognised*

 

(436

)

1 073

 

234

 

 


*       The unrecognised share-based payment expense related to non-vested share appreciation rights, expected to be recognised over a weighted average period of 0,42 years, amounted to R3 million at 30 June 2015 (2014 — R81 million; 2013 — R86 million).

 

110


 

The share-based payment expense is calculated using the binomial tree model based on the following assumptions at 30 June:

 

 

 

 

 

2015 

 

2014

 

2013

 

Risk-free interest rate

 

(%)

 

5,69 - 9,38

 

6,82 – 8,17

 

6,50 – 7,83

 

Expected volatility

 

(%)

 

31,55

 

20,00

 

23,72

 

Expected dividend yield

 

(%)

 

3,82

 

3,70

 

4,31

 

Expected forfeiture rate

 

(%)

 

14,00

 

5,00

 

5,00

 

Vesting period

 

 

 

2, 4, 6 years

 

2, 4, 6 years

 

2, 4, 6 years

 

 

The risk-free rate for periods within the contractual term of the rights is based on the South African government bonds in effect at the time of the valuation of the grant.

 

The expected volatility in the value of the rights granted is determined using the historical volatility of the Sasol share price.

 

The expected dividend yield of the rights granted is determined using the historical dividend yield of the Sasol ordinary shares.

 

The valuation of the share-based payment expense requires a significant degree of judgement to be applied by management.

 

 

 

Number
of share
appreciation

 

Weighted
average
grant price
per right

 

Total
intrinsic
value

 

Weighted
average
remaining
life

 

Range of exercise prices

 

rights

 

Rand

 

Rm

 

Years

 

 

 

 

 

 

 

 

 

 

 

Details of unimplemented rights granted up to 30 June 2015

 

 

 

 

 

 

 

 

 

R210,01 – R240,00

 

48 900

 

222,50

 

11

 

0,68

 

R240,01 – R270,00

 

499 670

 

257,51

 

96

 

2,24

 

R270,01 – R300,00

 

2 258 500

 

295,06

 

350

 

2,94

 

R300,01 – R330,00

 

22 800

 

327,20

 

3

 

1,28

 

R330,01 – R360,00

 

1 130 220

 

351,29

 

112

 

2,15

 

R390,01 – R420,00

 

74 500

 

407,50

 

3

 

1,70

 

R420,01 – R450,00

 

75 000

 

444,00

 

 

1,82

 

R450,01 – R480,00

 

78 700

 

475,10

 

 

1,93

 

R480,01 – R510,00

 

22 000

 

496,75

 

 

1,90

 

 

 

4 210 290

 

314,09

 

575

 

 

 

 

 

 

 

 

 

 

 

 

 

Details of unimplemented rights vested at 30 June 2015

 

 

 

 

 

 

 

 

 

R210,01 – R240,00

 

48 900

 

222,50

 

11

 

 

 

R240,01 – R270,00

 

499 670

 

257,51

 

96

 

 

 

R270,01 – R300,00

 

1 441 300

 

294,34

 

224

 

 

 

R300,01 – R330,00

 

22 800

 

327,20

 

3

 

 

 

R330,01 – R360,00

 

1 130 220

 

351,29

 

112

 

 

 

R390,01 – R420,00

 

74 500

 

407,50

 

3

 

 

 

R420,01 – R450,00

 

75 000

 

444,00

 

 

 

 

R450,01 – R480,00

 

78 700

 

475,10

 

 

 

 

R480,01 – R510,00

 

22 000

 

496,75

 

 

 

 

 

 

3 393 090

 

318,37

 

449

 

 

 

 

111



 

Sasol Limited group

Notes to the financial statements

Equity structure

(continued)

 

47                                  Share-based payments continued

 

47.3                        The Sasol Share Appreciation Rights Scheme continued

 

47.3.2              Share Appreciation Rights with corporate performance targets

 

During September 2009, the group introduced the share appreciation rights with new corporate performance targets. The corporate performance targets determine how many shares will vest. The vesting period of rights issued from 2009 to 2011 are the same as the share appreciation rights with no corporate performance targets. Rights granted subsequent to 2011 vest as follows:

 

3 years – 1st third

4 years – 2nd third

5 years – final third

 

The offer price of these appreciation rights equals the closing market price of the underlying shares on the trading day immediately preceding the granting of the right. The fair value of the cash settled liability is calculated at each reporting date.

 

On resignation, share appreciation rights which have not yet vested will lapse and share appreciation rights which have vested may be exercised at the employee’s election before their last day of service. Payment on rights forfeited will therefore not be required.  On death, all appreciation rights vest immediately and the deceased estate has a period of twelve months to exercise these rights. On retrenchment or retirement, all appreciation rights vest immediately and the employee has a period of twelve months to exercise these rights.

 

It is group policy that employees should not deal in Sasol Limited securities (and this is extended to the Sasol Share Appreciation Rights) for the periods from 1 January for half year end and 1 July for year end until two days after publication of the results and at any other time during which they have access to price sensitive information.

 

 

 

Number of share appreciation rights

 

at 30 June

 

2015

 

2014

 

2013

 

Vesting periods of rights granted

 

 

 

 

 

 

 

Already vested

 

3 325 452

 

1 928 585

 

1 462 530

 

Within one year

 

2 834 402

 

1 574 900

 

1 861 165

 

One to two years

 

2 635 260

 

3 069 100

 

1 731 900

 

Two to three years

 

2 697 660

 

2 844 360

 

3 275 731

 

Three to four years

 

33 000

 

2 930 300

 

3 044 459

 

Four to five years

 

 

36 900

 

3 087 980

 

 

 

11 525 774

 

12 384 145

 

14 463 765

 

 

 

 

Number
of share
appreciation

 

Weighted
average
share price

 

Movements in the number of rights granted

 

rights

 

Rand

 

Balance at 30 June 2012

 

11 056 400

 

327,01

 

Rights granted

 

4 297 000

 

381,54

 

Rights exercised

 

(731 300

)

(407,18

)

Rights forfeited

 

(235 385

)

(343,61

)

Rights lapsed

 

77 050

 

293,99

 

Balance at 30 June 2013

 

14 463 765

 

343,73

 

Rights granted

 

107 600

 

480,18

 

Rights exercised

 

(1 783 863

)

(329,12

)

Rights forfeited

 

(581 519

)

(338,78

)

Effect of performance targets

 

178 162

 

338,21

 

Balance at 30 June 2014

 

12 384 145

 

347,18

 

Rights exercised

 

(703 574

)

(318,17

)

Rights forfeited

 

(217 772

)

(365,38

)

Effect of performance targets

 

62 975

 

193,23

 

Balance at 30 June 2015

 

11 525 774

 

347,70

 

 

112



 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rand

 

Rand

 

Rand

 

 

 

 

 

 

 

 

 

Average price at which share appreciation rights were granted during year*

 

 

480,18

 

381,54

 

 

 

 

 

 

 

 

 

Average market price of share appreciation rights exercised during year

 

536,10

 

533,34

 

407,18

 

 

 

 

 

 

 

 

 

Average fair value of share appreciation rights vested during year

 

318,17

 

287,33

 

130,44

 

 

 

 

 

 

 

 

 

Average fair value of share appreciation rights issued during year

 

 

311,29

 

166,53

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Total intrinsic value of share appreciation rights exercised during year

 

153

 

364

 

73

 

Total intrinsic value of share appreciation rights vested

 

411

 

584

 

222

 

 

 

 

 

 

 

 

 

Share-based payment expense recognised**

 

(1 198

)

2 195

 

707

 

 


*                 There were no further grants made during the year.

**          The unrecognised share-based payment expense related to non-vested share appreciation rights with corporate performance targets, expected to be recognised over a weighted average period of 1,31 years, amounted to R265 million at 30 June 2015 (2014 — R1 415 million; 2013 — R1 044 million).

 

The share-based payment expense is calculated using the binomial tree model based on the following assumptions at 30 June:

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Risk-free interest rate

 

(%)

 

5,69 - 9,38

 

6,82 – 8,17

 

6,50 – 7,83

 

Expected volatility

 

(%)

 

32,90

 

19,97

 

23,72

 

Expected dividend yield

 

(%)

 

3,82

 

3,70

 

4,31

 

Expected forfeiture rate

 

(%)

 

9,00

 

5,00

 

5,00

 

Vesting period — share appreciation rights issued between 2009 — 2011

 

 

 

2, 4, 6 years

 

2, 4, 6 years

 

2, 4, 6 years

 

Vesting period — share appreciation rights issued between 2012 — 2014

 

 

 

3, 4, 5 years

 

3, 4, 5 years

 

3, 4, 5 years

 

 

The risk-free rate for periods within the contractual term of the rights is based on the South African government bonds in effect at the time of the valuation of the grant.

 

The expected volatility in the value of the rights granted is determined using the historical volatility of the Sasol share price.

 

The expected dividend yield of the rights granted is determined using the historical dividend yield of the Sasol ordinary shares.

 

The valuation of the share-based payment expense requires a significant degree of judgement to be applied by management.

 

113



 

Sasol Limited group

Notes to the financial statements

Equity structure

(continued)

 

47                                  Share-based payments continued

 

47.3                        The Sasol Share Appreciation Rights Scheme continued

 

47.3.2              Share Appreciation Rights with corporate performance targets continued

 

 

 

Number
of share
appreciation

 

Weighted
average
grant price
per right

 

Total
intrinsic
value

 

Weighted
average
remaining
life

 

Range of exercise prices

 

rights

 

Rand

 

Rm

 

years

 

Details of unimplemented rights granted up to 30 June 2015

 

 

 

 

 

 

 

 

 

R270,01 – R300,00

 

2 435 637

 

298,46

 

369

 

4,15

 

R300,01 – R330,00

 

334 128

 

322,60

 

43

 

4,40

 

R330,01 – R360,00

 

3 793 563

 

336,90

 

429

 

5,16

 

R360,01 – R390,00

 

4 519 936

 

376,09

 

334

 

6,02

 

R390,01 – R420,00

 

146 441

 

414,29

 

5

 

6,70

 

R420,01 – R450,00

 

194 751

 

439,10

 

2

 

6,93

 

R480,01 – R510,00

 

101 318

 

480,18

 

 

7,20

 

 

 

11 525 774

 

347,70

 

1 182

 

 

 

 

 

 

 

 

 

 

 

 

 

Details of unimplemented rights vested at 30 June 2015

 

 

 

 

 

 

 

 

 

R270,01 – R300,00

 

1 426 875

 

298,46

 

216

 

 

 

R300,01 – R330,00

 

204 428

 

322,60

 

26

 

 

 

R330,01 – R360,00

 

1 191 863

 

336,90

 

132

 

 

 

R360,01 – R390,00

 

484 576

 

376,09

 

37

 

 

 

R390,01 – R420,00

 

2 241

 

414,29

 

 

 

 

R420,01 – R450,00

 

11 751

 

439,10

 

 

 

 

R480,01 – R510,00

 

3 718

 

480,18

 

 

 

 

 

 

3 325 452

 

325,81

 

411

 

 

 

 

47.4                        The Sasol Long-term Incentive Scheme

 

During September 2009, the group introduced the Sasol Long-term Incentive Scheme (LTI). The objective of the LTI Scheme is to provide qualifying employees the opportunity of receiving incentive payments based on the value of Sasol ordinary shares in Sasol Limited. The LTI Scheme allows certain senior employees to earn a long-term incentive amount linked to certain corporate performance targets, allocations of the LTI are linked to the performance of both the group and the individual. The LTI is also intended to complement existing incentive arrangements, to retain and motivate key employees and to attract new key employees.

 

Vesting conditions

 

Rights are granted for a period of three years and vest at the end of the third year. The LTIs are automatically settled at the end of the third year.

 

On resignation, LTIs which have not yet vested will lapse. Payment on LTIs forfeited will therefore not be required.  On death, the LTIs vest immediately and the amount to be paid out to the deceased estate is calculated to the extent that the corporate performance targets are anticipated to be met.  On retirement and retrenchment the LTIs vest immediately and the amount to be paid out is calculated to the extent that the corporate performance targets are anticipated to be met and is settled within forty days from the date of termination.

 

No shares are issued in terms of this scheme and all amounts payable in terms of the Sasol Long-term Incentive Scheme will be settled in cash. The LTI carries no issue price. The fair value of the cash settled liability is calculated at each reporting date.

 

 

 

Number of rights

 

at 30 June

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Vesting periods of rights granted

 

1 625 023

 

1 043 054

 

1 109 194

 

Within one year

 

2 109 606

 

1 927 209

 

1 146 062

 

One to two years

 

1 954 270

 

2 501 494

 

2 106 766

 

Two to three years

 

5 688 899

 

5 471 757

 

4 362 022

 

 

114



 

Movements in the number of rights granted

 

Number of
rights

 

Balance at 30 June 2012

 

2 421 126

 

Rights granted

 

2 162 606

 

Rights exercised

 

(130 506

)

Rights forfeited

 

(70 620

)

Rights lapsed

 

(20 584

)

Balance at 30 June 2013

 

4 362 022

 

Rights granted

 

2 675 609

 

Rights exercised

 

(1 378 484

)

Rights forfeited

 

(217 628

)

Effect of corporate performance targets

 

30 238

 

Balance at 30 June 2014

 

5 471 757

 

Rights granted

 

2 055 652

 

Rights exercised

 

(1 621 720

)

Rights forfeited

 

(135 159

)

Effect of corporate performance targets*

 

(81 631

)

Balance at 30 June 2015

 

5 688 899

 

 


*            Includes the effect of employees who have taken the voluntary retrenchment package during the year and did not qualify for the full corporate performance targets.

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rand

 

Rand

 

Rand

 

 

 

 

 

 

 

 

 

Average price at which LTIs were granted during year*

 

 

 

 

 

 

 

 

 

 

 

 

Average fair value of LTIs issued during year

 

430,64

 

681,24

 

522,87

 

 

 

 

 

 

 

 

 

Average intrinsic value of LTIs exercised during the year

 

559,89

 

511,99

 

398,99

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

Share-based payment expense recognised**

 

252

 

2 117

 

723

 

 


*                 The offer price of the LTIs is equal to zero.

**          The unrecognised share-based payment expense related to LTIs, expected to be recognised over a weighted average period of 1,33 years, amounted to R988 million at 30 June 2015 (2014 — R1 595 million; 2013 — R1 015 million).

 

The share-based payment expense is calculated using the Monte-Carlo simulation model based on the following assumptions at 30 June:

 

LTIs are automatically settled on the date of vesting, accordingly the intrinsic value can not be measured.

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Risk-free interest rate

 

(%)

 

5,69 – 9,38

 

6,82 – 8,17

 

6,50 – 7,83

 

Expected volatility

 

(%)

 

31,55

 

19,94

 

23,72

 

Expected dividend yield

 

(%)

 

3,82

 

3,93

 

4,43

 

Expected forfeiture rate

 

(%)

 

5,00

 

5,00

 

5,00

 

 

The risk-free rate for periods within the contractual term of the rights is based on the South African government bonds in effect at the time of the valuation of the grant.

 

The expected volatility in the value of the rights granted is determined using the historical volatility of the Sasol share price.

 

The expected dividend yield of the rights granted is determined using the historical dividend yield of the Sasol ordinary shares.

 

The valuation of the share-based payment expense requires a significant degree of judgement to be applied by management.

 

115


 

Sasol Limited group

Notes to the financial statements

Equity structure

(continued)

 

48           Foreign currency translation reserve

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

Translation of foreign operations

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

471

 

1 708

 

2 749

 

cost

 

2

 

130

 

5 460

 

8 740

 

accumulated depreciation and impairment

 

2

 

341

 

(3 752

)

(5 991

)

Assets under construction

 

3

 

2 447

 

1 138

 

1 800

 

Goodwill

 

 

 

(54

)

73

 

98

 

cost

 

4

 

338

 

250

 

360

 

accumulated impairment

 

4

 

(392

)

(177

)

(262

)

Other intangible assets

 

 

 

12

 

111

 

99

 

cost

 

5

 

(31

)

259

 

303

 

accumulated amortisation and impairment

 

5

 

43

 

(148

)

(204

)

Other long-term investments

 

 

 

(20

)

36

 

50

 

Investments in equity accounted joint ventures

 

 

 

1 002

 

632

 

1 883

 

Investments in associates

 

 

 

84

 

139

 

456

 

Long-term receivables and prepaid expenses

 

 

 

(34

)

126

 

229

 

Assets in disposal groups held for sale

 

 

 

(12

)

2

 

250

 

Inventories

 

52

 

247

 

1 153

 

1 757

 

Trade receivables

 

52

 

182

 

1 080

 

1 749

 

Other receivables and prepaid expenses

 

52

 

(41

)

162

 

109

 

Short-term financial assets

 

 

 

1

 

1

 

3

 

Cash and cash equivalents

 

 

 

3 095

 

455

 

583

 

Non-controlling interest

 

 

 

(9

)

(6

)

(15

)

Long-term debt

 

18

 

(1 756

)

(33

)

(41

)

Long-term provisions

 

20

 

(97

)

(221

)

(379

)

Post-retirement benefit obligations

 

 

 

319

 

(693

)

(965

)

Long-term deferred income

 

 

 

7

 

(31

)

(51

)

Deferred tax

 

23

 

(141

)

6

 

(23

)

Short-term debt

 

24

 

7

 

(29

)

(29

)

Short-term financial liabilities

 

 

 

(2

)

(2

)

(3

)

Short-term provisions

 

26

 

(9

)

(49

)

(103

)

Tax payable

 

28

 

20

 

(16

)

(58

)

Trade payables and accrued expenses

 

52

 

(57

)

(733

)

(1 475

)

Other payables

 

52

 

(1 148

)

(953

)

(902

)

 

 

 

 

4 514

 

4 056

 

7 771

 

Arising from net investment in foreign operations

 

51

 

(36

)

180

 

334

 

Movement for year

 

 

 

4 478

 

4 236

 

8 105

 

Acquisition of businesses

 

 

 

 

(93

)

(14

)

Disposal of businesses

 

57

 

(17

)

326

 

7

 

Realisation of foreign currency translation reserve on net investment in foreign operations

 

38

 

(876

)

 

 

Balance at beginning of year

 

 

 

14 704

 

10 235

 

2 137

 

Balance at end of year

 

 

 

18 289

 

14 704

 

10 235

 

 

116



 

49           Share repurchase programme

 

 

 

Number of shares

 

 

 

2015

 

2014

 

2013

 

Held by the wholly owned subsidiary, Sasol Investment Company (Pty) Ltd

 

 

 

 

 

 

 

Balance at beginning of year

 

8 809 886

 

8 809 886

 

8 809 886

 

Shares cancelled

 

 

 

 

Shares repurchased

 

 

 

 

Balance at end of year

 

8 809 886

 

8 809 886

 

8 809 886

 

 

 

 

 

 

 

 

 

Percentage of issued share capital (excluding Sasol Inzalo share transaction)

 

1,43

%

1,43

%

1,44

%

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rand

 

Rand

 

Rand

 

Average cumulative purchase price

 

299,77

 

299,77

 

299,77

 

Average purchase price during year

 

 

 

 

 

As at 30 June 2015, a total of 8 809 886 Sasol ordinary shares (30 June 2014 — 8 809 886; 30 June 2013 — 8 809 886), representing 1,43% (30 June 2014 — 1,43%; 30 June 2013 — 1,44%) of the issued share capital of the company, excluding the Sasol Inzalo share transaction, is held by its subsidiary, Sasol Investment Company (Pty) Ltd. These shares are held as treasury shares and do not carry any voting rights. Since the inception of the programme in 2007, 40 309 886 Sasol ordinary shares, representing 6,39% of the issued share capital of the company, excluding the Sasol Inzalo share transaction, had been repurchased for R12,1 billion at a cumulative average price of R299,77 per share. 31 500 000 Sasol ordinary shares of the repurchased shares were cancelled on 4 December 2008, for a total value of R7,9 billion, and restored to authorised share capital.

 

At each of the company’s annual general meetings since 2009, shareholders renewed the directors’ authority to approve the repurchase of issued ordinary shares of the company subject to the conditions approved by shareholders at the meeting, the provisions of the Companies Act and the requirements of the JSE Limited. No purchases have been made under this authority since 2009. At the annual general meeting held on 21 November 2014, shareholders granted the authority to the Sasol directors to approve the repurchase up to 10% of each of Sasol’s ordinary shares and Sasol BEE ordinary shares. No shares were repurchased during the year.

 

117



 

Sasol Limited group

Notes to the financial statements

 

Liquidity and capital resources

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Cash generated by operating activities

 

50

 

61 783

 

65 449

 

51 906

 

Cash flow from operations

 

51

 

56 344

 

67 592

 

55 184

 

Decrease/(increase) in working capital

 

52

 

5 439

 

(2 143

)

(3 278

)

Finance income received

 

53

 

4 046

 

5 920

 

6 063

 

Dividends paid

 

54

 

(12 739

)

(13 248

)

(10 787

)

Non-current assets sold

 

55

 

472

 

185

 

525

 

Acquisitions

 

56

 

 

(519

)

(730

)

Disposals

 

57

 

738

 

1 353

 

167

 

 

50           Cash generated by operating activities

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Cash flow from operations

 

51

 

56 344

 

67 592

 

55 184

 

Decrease/(increase) in working capital

 

52

 

5 439

 

(2 143

)

(3 278

)

 

 

 

 

61 783

 

65 449

 

51 906

 

 

51           Cash flow from operations

 

Operating profit after remeasurement items

 

 

 

44 492

 

41 674

 

38 779

 

Adjusted for amortisation of intangible assets

 

5

 

385

 

317

 

209

 

equity-settled share-based payment expense

 

47

 

501

 

267

 

374

 

deferred income

 

 

 

306

 

(561

)

367

 

depreciation of property, plant and equipment

 

2

 

13 182

 

13 199

 

10 912

 

effect of remeasurement items

 

38

 

807

 

7 629

 

2 949

 

movement in impairment of trade receivables

 

 

 

(15

)

(52

)

5

 

movement in long-term prepaid expenses

 

 

 

(39

)

(84

)

(13

)

movement in long-term provisions
income statement charge

 

20

 

(2 239

)

5 608

 

294

 

utilisation

 

20

 

(1 545

)

(2 120

)

(624

)

movement in short-term provisions

 

26

 

(716

)

269

 

69

 

movement in post-retirement benefit

 

 

 

129

 

397

 

404

 

translation effect of foreign currency loans

 

 

 

1 048

 

431

 

904

 

translation of net investment in foreign operations

 

48

 

(36

)

180

 

334

 

write-down of inventories to net realisable value

 

13

 

249

 

459

 

227

 

other non cash movements

 

 

 

(165

)

(21

)

(6

)

 

 

 

 

56 344

 

67 592

 

55 184

 

Business segmentation*

 

 

 

 

 

 

 

 

 

Mining

 

 

 

5 784

 

3 921

 

3 386

 

Exploration and Production International

 

 

 

3 301

 

2 659

 

1 742

 

Energy

 

 

 

23 108

 

31 267

 

26 745

 

Base Chemicals

 

 

 

11 312

 

13 021

 

8 263

 

Performance Chemicals

 

 

 

13 458

 

14 933

 

10 444

 

Group Functions

 

 

 

(619

)

1 791

 

4 604

 

Total operations

 

 

 

56 344

 

67 592

 

55 184

 

 


* 2014 and 2013 have been restated to reflect the adoption of the new operating model. Refer to note 1.2.

 

118



 

52           Decrease/(increase) in working capital

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Decrease/(increase) in inventories

 

 

 

 

 

 

 

 

 

Per the statement of financial position

 

 

 

3 617

 

(4 139

)

(3 699

)

Write-down of inventories to net realisable value

 

 

 

(249

)

(459

)

(227

)

Acquisition of businesses

 

56

 

 

287

 

516

 

Transfer from/(to) other assets

 

 

 

142

 

(90

)

37

 

Reclassification to held for sale

 

 

 

 

(39

)

 

Disposal of businesses

 

57

 

 

(520

)

(72

)

Translation of foreign operations

 

48

 

247

 

1 153

 

1 757

 

Translation of foreign entities

 

 

 

7

 

46

 

208

 

 

 

 

 

3 764

 

(3 761

)

(1 480

)

 

 

 

 

 

 

 

 

 

 

Decrease/(increase) in trade receivables

 

 

 

 

 

 

 

 

 

Per the statement of financial position

 

 

 

1 360

 

346

 

(2 970

)

Acquisition of businesses

 

56

 

 

184

 

267

 

Movement in impairment

 

 

 

15

 

52

 

(5

)

Transfer to other assets

 

 

 

 

(18

)

 

Reclassification to held for sale

 

 

 

 

(57

)

 

Disposal of businesses

 

57

 

 

(773

)

(59

)

Translation of foreign operations

 

48

 

182

 

1 080

 

1 749

 

Translation of foreign entities

 

 

 

16

 

52

 

186

 

 

 

 

 

1 573

 

866

 

(832

)

 

 

 

 

 

 

 

 

 

 

Decrease/(increase) in other receivables and prepaid expenses

 

 

 

 

 

 

 

 

 

Per the statement of financial position

 

 

 

54

 

(2 010

)

131

 

Movement in short-term portion of long-term receivables

 

 

 

1 179

 

(60

)

212

 

Acquisition of businesses

 

56

 

 

9

 

24

 

Reclassification to held for sale

 

 

 

 

(11

)

(2 814

)

Disposal of businesses

 

57

 

 

 

(2

)

Consideration still receivable from disposal

 

57

 

 

 

69

 

Translation of foreign operations

 

48

 

(41

)

162

 

109

 

Translation of foreign entities

 

 

 

5

 

3

 

28

 

 

 

 

 

1 197

 

(1 907

)

(2 243

)

(Decrease)/increase in trade payables and accrued expenses

 

 

 

 

 

 

 

 

 

Per the statement of financial position

 

 

 

1 899

 

1 365

 

3 739

 

Movement in capital project related payables*

 

 

 

(2 461

)

 

 

Acquisition of businesses

 

56

 

 

(328

)

(74

)

Reclassification to held for sale

 

 

 

 

30

 

 

Disposal of businesses

 

57

 

 

500

 

67

 

Translation of foreign operations

 

48

 

(57

)

(733

)

(1 475

)

Translation of foreign entities

 

 

 

(14

)

(33

)

(71

)

 

 

 

 

(633

)

801

 

2 186

 

 


* The movement in capital project related payables was not significant in 2014 and 2013.

 

119



 

Sasol Limited group

Notes to the financial statements

Liquidity and capital resources

(continued)

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

(Decrease)/increase in other payables

 

 

 

 

 

 

 

 

 

Per the statement of financial position

 

 

 

323

 

594

 

588

 

Acquisition of businesses

 

56

 

 

(90

)

(116

)

Reclassification to held for sale

 

 

 

 

(2

)

(2

)

Disposal of businesses

 

57

 

(19

)

43

 

5

 

Consideration still payable on disposal of business

 

57

 

 

(66

)

 

Translation of foreign operations

 

48

 

(1 148

)

(953

)

(902

)

Translation of foreign entities

 

 

 

304

 

750

 

580

 

 

 

 

 

(540

)

276

 

153

 

 

 

 

 

 

 

 

 

 

 

Movement in financial assets and liabilities

 

 

 

 

 

 

 

 

 

Long-term financial assets

 

 

 

13

 

238

 

(57

)

Short-term financial assets

 

 

 

296

 

1 077

 

(1 077

)

Long-term financial liabilities

 

 

 

21

 

9

 

(12

)

Short-term financial liabilities

 

 

 

(252

)

258

 

84

 

 

 

 

 

78

 

1 582

 

(1 062

)

 

 

 

 

 

 

 

 

 

 

Decrease/(increase) in working capital

 

 

 

5 439

 

(2 143

)

(3 278

)

 

53           Finance income received

 

Interest received

 

41

 

1 189

 

1 170

 

642

 

Interest received on tax

 

 

 

(1

)

(5

)

(18

)

Dividends received from investments

 

41

 

46

 

38

 

24

 

Dividends received from equity accounted joint ventures

 

39

 

2 319

 

4 380

 

5 031

 

Dividends received from associates

 

40

 

493

 

337

 

384

 

 

 

 

 

4 046

 

5 920

 

6 063

 

 

54           Dividends paid

 

Final dividend — prior year

 

 

 

8 376

 

8 357

 

7 267

 

Interim dividend — current year

 

 

 

4 363

 

4 891

 

3 520

 

 

 

 

 

12 739

 

13 248

 

10 787

 

Forecast cash flow on final dividend — current year

 

 

 

7 135

 

8 365

 

8 216

 

 

The forecast cash flow on the final dividend is calculated based on the net number of Sasol ordinary shares in issue at 30 June 2015 of 651,1 million. The actual dividend payment will be determined on the record date of 9 October 2015.

 

55           Non-current assets sold

 

Property, plant and equipment

 

 

 

381

 

46

 

421

 

Assets under construction

 

 

 

16

 

54

 

28

 

Other intangible assets

 

 

 

75

 

85

 

76

 

 

 

 

 

472

 

185

 

525

 

 

120


 

56           Acquisitions

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Property, plant and equipment

 

2

 

 

159

 

793

 

Assets under construction

 

3

 

 

 

82

 

Other intangible assets

 

5

 

 

219

 

272

 

Investments in associates

 

 

 

 

 

3

 

Long-term prepaid expenses

 

 

 

 

9

 

 

Inventories

 

52

 

 

287

 

516

 

Trade receivables

 

52

 

 

184

 

267

 

Other receivables and prepaid expenses

 

52

 

 

9

 

24

 

Cash and cash equivalents

 

 

 

 

527

 

9

 

Long-term debt

 

18

 

 

(20

)

 

Long-term provisions

 

20

 

 

(61

)

(20

)

Post-retirement benefit obligations

 

 

 

 

 

(82

)

Deferred tax liabilities

 

23

 

 

(46

)

(232

)

Tax payable

 

28

 

 

(10

)

(5

)

Trade payables and accrued expenses

 

52

 

 

(328

)

(74

)

Other payables

 

52

 

 

(90

)

(116

)

Total fair value of assets and liabilities

 

 

 

 

839

 

1 437

 

Fair value of pre-existing interest in equity accounted joint venture retained

 

 

 

 

 

(719

)

Fair value of pre-existing interest in associate retained

 

 

 

 

(336

)

 

Goodwill

 

4

 

 

16

 

12

 

Total consideration per the statement of cash flows

 

 

 

 

519

 

730

 

 

 

 

 

 

 

 

 

 

 

Comprising

 

 

 

 

 

 

 

 

 

Base Chemicals — Wesco China Limited associate

 

 

 

 

519

 

 

Performance Chemicals — Merisol joint venture

 

 

 

 

 

730

 

Total consideration

 

 

 

 

519

 

730

 

 

Acquisitions in 2014

 

Base Chemicals — Wesco China Limited associate

 

In September 2013, Sasol acquired the remaining 60% shareholding in Wesco China, for a purchase consideration of R519 million (US$52 million). The pre-existing interest in the associate at acquisition date was remeasured to fair value and a resulting gain of R110 million was recognised in the income statement (refer to note 38).

 

In the nine months to 30 June 2014, Wesco contributed turnover of R1 640 million and profit of R8 million to the group’s results. If the acquisition occurred on 1 July 2013, management estimates that the group’s consolidated turnover would have been R203 379 million and operating profit after remeasurement items for the year would have been R41 692 million. In determining these amounts, management has assumed that the fair value adjustments, that arose at acquisition date would have been the same if the acquisition had occurred on 1 July 2013.

 

Acquisitions in 2013

 

Performance Chemicals — Merisol joint venture

 

In December 2012, Sasol acquired the remaining 50% interest in the Merisol joint venture from Merichem Company, to increase its shareholding to a 100% interest in Merisol.  The pre-existing interest in the joint venture at acquisition date was remeasured to fair value and a resulting gain of R233 million was recognised in the income statement (refer note 38).

 

In the six months to 30 June 2013, Merisol contributed turnover of R1 037 million and profit of R194 million to the group’s results. If the acquisition occurred on 1 July 2012, management estimates that the group’s consolidated turnover would have been R170 693 million and operating profit after remeasurement items for the year would have been R38 873 million. In determining these amounts, management has assumed that the fair value adjustments, that arose at acquisition date would have been the same if the acquisition had occurred on 1 July 2012.

 

121



 

Sasol Limited group

Notes to the financial statements

Liquidity and capital resources

(continued)

 

57          Disposals

 

 

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Property, plant and equipment

 

 

 

 

 

 

 

 

 

cost

 

2

 

15

 

2 250

 

193

 

accumulated depreciation and impairment

 

2

 

(15

)

(2 250

)

(123

)

Assets under construction

 

3

 

450

 

 

3

 

Goodwill, net of impairment

 

4

 

 

 

27

 

Other intangible assets

 

 

 

 

 

 

 

 

 

cost

 

5

 

 

202

 

 

accumulated amortisation and impairment

 

5

 

 

(153

)

 

Other long-term investments

 

 

 

 

19

 

 

Investments in equity accounted joint ventures

 

 

 

(21

)

 

 

Long-term receivables and prepaid expenses

 

 

 

 

48

 

 

Assets held for sale

 

 

 

796

 

2 254

 

 

Inventories

 

52

 

 

520

 

72

 

Trade receivables

 

52

 

 

773

 

59

 

Other receivables and prepaid expenses

 

52

 

 

 

2

 

Cash and cash equivalents

 

 

 

105

 

 

(17

)

Long-term provisions

 

20

 

 

(166

)

 

Post-retirement benefit obligations

 

21

 

 

(711

)

(6

)

Long-term deferred income

 

 

 

11

 

(44

)

 

Deferred tax liabilities

 

23

 

 

 

11

 

Liabilities held for sale

 

 

 

(201

)

 

 

Short-term provisions

 

26

 

6

 

(11

)

(7

)

Trade payables and accrued expenses

 

52

 

 

(500

)

(67

)

Other payables

 

52

 

19

 

(43

)

(5

)

Tax payable

 

28

 

 

 

2

 

 

 

 

 

1 165

 

2 188

 

144

 

Total consideration

 

 

 

738

 

1 767

 

236

 

Consideration received

 

 

 

738

 

1 353

 

167

 

Consideration still payable

 

52

 

 

(66

)

 

Consideration received in advance

 

 

 

 

480

 

 

Consideration still receivable

 

52

 

 

 

69

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(427

)

(421

)

92

 

Realisation of accumulated translation effects

 

48

 

17

 

(326

)

(7

)

Net (loss)/profit on disposal

 

38

 

(410

)

(747

)

85

 

 

 

 

 

 

 

 

 

 

 

Total consideration comprising

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sasolburg Operations - Air Separation Unit

 

 

 

482

 

 

 

Energy - Exel Lesotho

 

 

 

164

 

 

 

Base Chemicals — Investment in ASPC joint venture

 

 

 

 

2 325

 

 

Energy — Investment in Spring Lights Gas joint venture

 

 

 

 

474

 

 

Base Chemicals — Solvents Germany

 

 

 

 

(1 032

)

 

Energy — Tosas

 

 

 

 

 

116

 

Performance Chemicals — Sasol Gulf

 

 

 

 

 

51

 

Exploration and Production International — Exploration assets

 

 

 

 

 

69

 

Other

 

 

 

92

 

 

 

Total consideration

 

 

 

738

 

1 767

 

236

 

 

122



 

Disposals in 2015

 

Sasolburg Operations - Air Separation Unit

 

On 31 July 2014, Sasol obtained approval from the South African Competition Commission for the disposal of its air separation unit in Sasolburg to Air Products South Africa for a purchase consideration of R482 million. As a result of this transaction, Sasol has entered into a long-term supply agreement with Air Products South Africa for the site’s gaseous products requirements.

 

Exploration and Production International — Exploration licences

 

In September 2014, we notified our partners in the Nigerian licences OML-140 and OML-145 of our withdrawal from both licences as part of an ongoing restructuring of our asset base. Accordingly, we recognised a loss on disposal of R569 million relating to these licences.

 

Energy — Exel Lesotho

 

On 1 November 2014, the sale of our marketing business, Exel Lesotho (Pty) Ltd, was concluded for a purchase consideration of R164 million, realising a profit on disposal of R84 million.

 

Other businesses

 

In 2015, the group disposed of other smaller investments, realising a profit of R75 million.

 

Disposals in 2014

 

Base Chemicals — Investment in ASPC joint venture

 

On 16 August 2013, Base Chemicals disposed of its 50% interest in ASPC for a total purchase consideration of R3 606 million (US$365 million). A final loss of R198 million was recognised on the disposal of the investment.  All outstanding amounts in respect of the purchase consideration (comprising the net assets, dividends and shareholder loans) have been received in full. As a result of the transaction, Sasol has no ongoing investments in Iran.

 

Energy — Investment in Spring Lights Gas joint venture

 

On 2 July 2013, Energy disposed of its 49% share in Spring Lights Gas for a purchase consideration of R474 million, realising a profit on disposal of R453 million.

 

Base Chemicals — Sasol Solvents Germany

 

On 31 May 2014, Base Chemicals disposed of its Solvents Germany GmbH assets when merger control approval was obtained for the transaction, realising a loss on sale of the disposal group of R966 million (EUR67 million). As part of the disposal Sasol contributed additional funds for the transfer of the disposal group.

 

Other businesses

 

In 2014, the group also disposed of other smaller investments realising a loss of R36 million.

 

Disposals in 2013

 

Energy — Tosas

 

On 1 April 2013, Energy disposed of its shareholding in Tosas Holdings (Pty) Ltd. for a total consideration of R116 million.

 

Performance Chemicals — Sasol Gulf

 

On 31 March 2013, Performance Chemicals disposed of its subsidiary for a total consideration of R51 million.

 

Exploration and Production International — Exploration licences

 

In 2013, Exploration and Production International disposed of its participation interests in the exploration assets in Papua New Guinea for a total consideration of R69 million.

 

123


 

Sasol Limited group

Notes to the financial statements

 

Other disclosures

 

 

 

Note

 

Guarantees, indemnities and contingent liabilities

 

58

 

Commitments under leases

 

59

 

Related party transactions

 

60

 

Subsequent events

 

61

 

Interest in joint operations

 

62

 

Interest in significant operating subsidiaries

 

63

 

Financial risk management and financial instruments

 

64

 

 

58                                  Guarantees, indemnities and contingent liabilities

 

 

 

 

 

Maximum
exposure

 

Liability
included on
statement
of financial
position

 

Maximum
exposure

 

Liability
included on
statement
of financial
position

 

 

 

 

 

2015

 

2015

 

2014

 

2014

 

for the year ended 30 June

 

Note

 

Rm

 

Rm

 

Rm

 

Rm

 

58.1 Guarantees and indemnities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Guarantees in respect of subsidiaries and joint operations

 

 

 

 

 

 

 

 

 

 

 

In respect of Lake Charles Chemical Project

 

i

 

66 874

 

8 241

 

 

 

In respect of US Bond

 

ii

 

12 241

 

12 241

 

10 561

 

10 561

 

In respect of Sasol Inzalo share transaction

 

iii

 

8 614

 

8 614

 

4 499

 

4 499

 

In respect of shale gas ventures

 

iv

 

6 438

 

 

9 849

 

 

In respect of mining environmental obligations and other expansion activities

 

v

 

2 848

 

2 836

 

3 043

 

2 537

 

In respect of INEOS joint operation

 

vi

 

2 556

 

2 556

 

 

 

In respect of Natref debt

 

vii

 

1 465

 

1 465

 

1 159

 

1 159

 

In respect of crude oil purchases

 

viii

 

1 460

 

1 460

 

1 277

 

1 277

 

In respect of development of retail convenience centres

 

ix

 

700

 

700

 

700

 

700

 

Other guarantees and claims

 

x

 

454

 

 

500

 

 

In respect of natural oil and gas

 

xi

 

225

 

7

 

929

 

652

 

In favour of BEE partners

 

xii

 

157

 

1

 

218

 

3

 

In respect of letters of credit

 

xiii

 

 

 

745

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Guarantees in respect of joint ventures and associates

 

 

 

 

 

 

 

 

 

 

 

In respect of EGTL

 

xiv

 

3 042

 

 

2 660

 

 

In respect of GTL ventures

 

xv

 

2 914

 

 

2 557

 

 

Other performance guarantees

 

xvi

 

526

 

 

350

 

 

 

 

 

 

110 514

 

38 121

 

39 047

 

21 388

 

 

 

 

 

 

 

 

 

 

 

 

 

Indemnities in respect of subsidiaries and joint operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In respect of environmental obligations

 

xvii

 

896

 

858

 

510

 

510

 

Other indemnities and claims

 

xviii

 

813

 

272

 

449

 

72

 

In respect of letter of credit

 

xix

 

12

 

 

148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indemnities in respect of joint ventures and associates

 

 

 

 

 

 

 

 

 

 

 

In respect of EGTL

 

xx

 

2 017

 

2 017

 

1 763

 

1 763

 

Other performance indemnities

 

xxi

 

674

 

 

635

 

 

 

 

 

 

4 412

 

3 147

 

3 505

 

2 345

 

 

124



 

i                                             Completion guarantees and sureties issued in respect of the Lake Charles Chemical Project. This includes a loan facility of $3 995 million, of which $677 million is recognised in the statement of financial position, and a specific revolving credit facility of $1 500 million, from which no funds have yet been drawn.

 

ii                                          A guarantee has been issued in respect of the US dollar bond which is listed on the New York Stock Exchange, issued by its indirect 100% owned finance subsidiary, Sasol Financing International Limited. The outstanding debt on the statement of financial position was R12 241 million on 30 June 2015. Sasol Limited has fully and unconditionally guaranteed the bond.

 

iii                                       As part of the Sasol Inzalo share transaction, the C Preference shares issued by the Sasol Inzalo Groups Funding (Pty) Ltd and Sasol Inzalo Public Funding (Pty) Ltd to the financing institutions are secured against a guarantee of R8 614 million. In October 2014, Sasol Inzalo Groups Funding (Pty) Ltd and Sasol Inzalo Public Funding (Pty) Ltd refinanced the debt structure of the Inzalo transaction by issuing additional C preference shares to the existing C preference share holders and redeeming the D preference shares (issued to Sasol Limited). The issue of additional C preference shares resulted in a corresponding increase in the value of the guarantee issued by Sasol Limited.

 

iv                                      Guarantees of R6 438 million have been issued to Progress Energy Inc, in respect of the development of the qualifying costs related to the Farrel Creek shale gas assets in Canada.

 

v                                         Guarantees and sureties issued in respect of mining environmental obligations and other expansion activities of R2 848 million.

 

vi                                      Completion guarantees and sureties issued in respect of the INEOS joint operation of R2 556 million.

 

vii                                   Guarantees issued in favour of various financial institutions in respect of the debt facilities of R1 465 million for the Natref crude oil refinery. The outstanding debt on the statement of financial position was R1 465 million at 30 June 2015.

 

viii                                Sasol Limited issued a guarantee for Sasol Oil International Limited’s (SOIL) term crude oil contract with Saudi Aramco to cover two month’s crude oil commitments.

 

ix                                      Guarantees issued to various financial institutions in respect of debt facilities for the establishment of the retail convenience centre network of R700 million. The outstanding debt on the statement of financial position was R700 million at 30 June 2015.

 

x                                         Included in other guarantees are guarantees for customs and excise of R454 million in respect of feedstock purchases.

 

xi                                      Guarantees have been issued to various financial institutions in respect of the obligations of Companhia Moçambicana de Gasoduto SARL (CMG).

 

xii                                   In terms of the sale of 25% in Sasol Oil (Pty) Ltd to Tshwarisano LFB Investment (Pty) Ltd (Tshwarisano), facilitation for the financing requirements of Tshwarisano has been provided. The undiscounted exposure at 30 June 2015 amounted to R157 million. A liability for this guarantee at 30 June 2015, amounting to R1 million, has been recognised.

 

xiii                                Various guarantees issued in respect of letters of credit issued by subsidiaries.

 

xiv                               A performance guarantee has been issued in respect of Escravos GTL for the duration of the investment in the associate to an amount of US$250 million (R3 042 million).

 

125



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

58                                  Guarantees, indemnities and contingent liabilities continued

 

58.1                        Guarantees and indemnities continued

 

xv                                  Sasol Limited has issued the following significant guarantees for the obligations of various of its subsidiaries in respect of the GTL Ventures. These guarantees relate to the construction and funding of ORYX GTL Limited in Qatar, including inter alia:

 

A guarantee for the take-or-pay obligations of a wholly owned subsidiary under the gas sale and purchase agreement (GSPA) entered into between ORYX GTL Limited, Qatar Petroleum and ExxonMobil Middle East Gas Marketing Limited, by virtue of this subsidiary’s 49% shareholding in ORYX GTL Limited. Sasol’s exposure is limited to the amount of US$180 million (R2 184 million). In terms of the GSPA, ORYX GTL Limited is contractually committed to purchase minimum volumes of gas from Qatar Petroleum and ExxonMobil Middle East Gas Marketing Limited on a take-or-pay basis. Should ORYX GTL terminate the GSPA prematurely, Sasol Limited’s wholly owned subsidiary will be obliged to take or pay for its 49% share of the contracted gas requirements. The term of the GSPA is 25 years from the date of commencement of operations. The project was commissioned in April 2007.

 

Sasol Limited issued a performance guarantee for the obligations of its subsidiaries in respect of and for the duration of the investment in Sasol Chevron Holdings Limited, limited to an amount of US$60 million (R730 million). Sasol Chevron Holdings Limited is a joint venture between a wholly owned subsidiary of Sasol Limited and Chevron Corporation.

 

All guarantees listed above are issued in the normal course of business.

 

xvi                               Various performance guarantees issued by subsidiaries. Provisions have been recognised in relation to certain performance guarantees that were issued as part of the licensing of Sasol’s GTL technology and catalyst performance in respect of ORYX GTL. The events that gave rise to these provisions are not expected to have a material effect on the economics of the group’s GTL ventures. Included is a performance guarantee for the Uzbekistan GTL project.

 

xvii                            Indemnities issued in respect of environmental obligations of R896 million.

 

xviii                         Various indemnities issued in respect of feedstock purchases and utility supply.

 

xix                               Various indemnities issued in respect of letters of credit issued by subsidiaries.

 

xx                                  An indemnity has been issued for Sasol’s portion of its commitments in respect of the fiscal arrangements relating to the Escravos GTL project to an amount of US$166 million (R2 017 million). An amount of R2 017 million has been recognised as a provision in this regard.

 

xxi                               Various performance indemnities issued by subsidiaries on behalf of joint ventures and associates. Provisions have been recognised in relation to certain performance indemnities that were issued as part of the licensing of Sasol’s GTL technology and catalyst performance in respect of ORYX GTL. The events that gave rise to these provisions are not expected to have a material effect on the economics of the group’s GTL ventures. Included is a performance indemnity for the Uzbekistan GTL project.

 

58.2                        Product warranties

 

The group provides product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products sold will conform to specifications. The group generally does not establish a liability for product warranty based on a percentage of turnover or other formula. The group accrues a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and the annual expense related to product warranties are immaterial to the consolidated financial statements.

 

58.3                        Other contingencies

 

Subsidiaries

 

Sasol Limited has guaranteed the fulfilment of various subsidiaries’ obligations in terms of contractual agreements.

 

The group has guaranteed the borrowing facilities and banking arrangements of certain of its subsidiaries.

 

Legal costs

 

Legal costs expected to be incurred in connection with loss contingencies are expensed as incurred.

 

126



 

58.4                        Litigation

 

Legal proceedings and other contingencies

 

Sasol Nitro

 

As previously reported, Sasol Nitro, formerly a division of Sasol Chemical Industries (Proprietary) Limited (SCI), concluded a settlement agreement with the Competition Commission of South Africa (the Commission) in May 2009. This settlement agreement was in full and final settlement of contraventions relating to price fixing, market division and collusive tendering.

 

In May 2012, 58 individual farmers, through facilitation of the Transvaal Agricultural Union, filed civil claims totalling approximately R52 million against SCI. The applicants alleged that they had been overcharged by SCI for products purchased, and that this overcharge arose from conduct which was admitted to by SCI in the settlement agreement concluded with the Commission in May 2009.

 

In January 2015, SCI reached a settlement with all 58 farmers which constitutes a full and final settlement of this matter. The settlement was not material to the group.

 

Sasol Chemical Industries — complaint referral by Omnia

 

On 31 August 2011, Omnia Group (Pty) Ltd (Omnia) submitted a complaint against SCI to the Commission. The complaint related to, inter alia, allegations of excessive pricing for ammonia and price discrimination in respect of ammonia.

 

On 7 March 2012, the Commission issued a notice of non-referral in respect of the complaint on the grounds that the conduct complained of was substantially the same as the conduct in respect of which the Commission had concluded a settlement agreement with Sasol in July 2010.

 

On 5 April 2012, Omnia referred the complaint themselves to the South African Competition Tribunal (the Tribunal). Omnia alleged that:

 

·  SCI charged Omnia an excessive price for ammonia during the period from May 2006 to December 2008;

 

·  SCI had prevented Omnia from expanding within the markets for the supply of certain fertilisers during this period; and

 

·  SCI had engaged in prohibited price discrimination in respect of ammonia.

 

SCI did not agree with the allegations made, which were substantially similar to allegations in a civil claim for damages instituted by Omnia in 2009. SCI initiated its defence in both matters.

 

On 6 October 2014, both the competition matter and the arbitration were commercially settled between SCI and Omnia and Omnia has withdrawn its complaint against SCI. The settlement constitutes a full and final settlement between SCI and Omnia. The settlement was not material to the group.

 

Sasol Wax

 

As previously reported, on 1 October 2008, the European Commission found that members of the European wax industry, including Sasol Wax GmbH, had formed a cartel and violated antitrust laws. A fine of EUR 318,2 million was imposed by the European Commission on Sasol Wax GmbH and was subsequently paid. On 15 December 2008, all Sasol companies affected by the decision lodged an appeal with the European Union’s General Court against the decision of the European Commission on the basis that the fine is excessive and should be reduced. On 11 July 2014, the European General Court reduced the fine by EUR 168,22 million to EUR 149,98 million. The European Commission did not appeal the decision. Sasol accounted for this as a post balance sheet adjusting event in the 2014 income statement. The refund was received in August 2014.

 

As a result of the fine imposed on Sasol Wax GmbH, on 23 September 2011, Sasol Wax GmbH and Sasol Wax International AG were served with a law suit in the Netherlands by a company to which potential claims for compensation of damages have been assigned to by eight customers.

 

On 19 June 2015, Sasol and the plaintiffs concluded a full and final settlement. The settlement was not material to the group. The plaintiffs have formally withdrawn the law suit against Sasol.

 

127



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

58                                  Guarantees, indemnities and contingent liabilities continued

 

58.4                        Litigation continued

 

Sasol Polymers

 

The Commission alleges that SCI charged excessive prices for propylene and polypropylene in the South African market from 2004 to 2007. Sasol disputes the Commission’s allegations. In 2010, the matter was referred by the Commission to the Tribunal. The matter was heard before the Tribunal during 2013.

 

On 5 June 2014, the Tribunal released its decision in respect of Sasol Polymers’ pricing of propylene and polypropylene. In its decision, the Tribunal made a finding against SCI in relation to its pricing of both propylene and polypropylene, for the period in question. In respect of purified propylene, the Tribunal imposed an administrative penalty of R205,2 million. In respect of polypropylene, the Tribunal imposed an administrative penalty of R328,8 million. In addition, the Tribunal also ordered revised future pricing of propylene and polypropylene.

 

On 27 June 2014, SCI filed an appeal against the decision of the Tribunal with the South African Competition Appeal Court (CAC). On 11 July 2014, the Commission delivered a Notice of Cross-Appeal requesting the Competition Appeal Court to increase the administrative penalties imposed on SCI to R1 094 million for propylene, and R1 754 million for polypropylene.

 

On 17 June 2015, the CAC handed down its judgment which upheld SCI’s appeal. The CAC set aside the decision of the Competition Tribunal and replaced it with the order that the complaint referral was dismissed. Following the ruling, SCI reversed the provision of R534 million for potential penalties.

 

On 23 July 2015, the Commission filed an application with the Constitutional Court in which it is seeking leave to appeal the decision of the CAC to the Constitutional Court. Sasol submitted its responding affidavit on 6 August 2015 and are awaiting a decision by the Constitutional Court. The outcome of this matter cannot be estimated at this point in time and accordingly, no provision was recognised at 30 June 2015.

 

Abuse of dominance investigation — Sasol Chemical Industries (Sasol Polymers), Sasol Synfuels, Sasol Oil and Sasol Limited

 

In November 2011, Safripol (Pty) Ltd (Safripol) initiated a complaint with the Commission against SCI. In the complaint, Safripol alleged that SCI had contravened various sections of the Competition Act with regard to pricing and supply of propylene and ethylene. Safripol subsequently withdrew the complaint.

 

The Commission however elected to continue with its investigation into the matter. Sasol was informed of the investigation in a letter from the Commission dated 30 July 2011. The Commission alleges that Sasol engaged in the following conduct:

 

·  Excessive pricing of propylene and ethylene required by Safripol;

·  Constructive refusal to supply scarce goods (namely propylene and ethylene);

·  Margin squeezing in respect of the supply of propylene and polypropylene; and

·  Price discrimination in relation to the sale of propylene and ethylene.

 

The Commission stated in the abovementioned letter that as the alleged conduct relates to pricing of inputs, and may be linked with the pricing and supply of feedstock propylene and ethylene, their investigation extends to Sasol Limited, Sasol Oil, Sasol Synfuels and SCI. The period under investigation is from 2008 to date.

 

On 22 December 2014, the Commission issued summons against employees of SCI, Synfuels, Sasol Oil and Sasol Limited whereby the Commission sought copies of documents and information from the employees. The responses in respect of all four summonses were submitted to the Commission on 31 March 2015.

 

The outcome of this matter cannot be estimated at this point in time and accordingly, no provision was recognised at 30 June 2015.

 

Sasol Oil — Commercial diesel

 

On 24 October 2012, the Commission referred allegations of price-fixing and market division against Chevron SA, Engen, Shell SA, Total SA, Sasol Limited, Sasol Oil, BP SA and the South African Petroleum Industry Association (‘‘SAPIA’’) to the Tribunal for adjudication.

 

The Commission is alleging that the respondents exchanged commercially sensitive information, mainly through SAPIA, in order to ensure that their respective prices for commercial diesel followed the Wholesale List Selling Price published by the Department of Energy.

 

This is not a new matter and Sasol began engaging with the Commission in this regard in 2008 as part of its group-wide competition law compliance review, which preceded the Commission’s investigation into the liquid fuels sector.

 

128



 

Sasol has reviewed the Commission’s referral documents and does not agree with the Commission’s allegations. Sasol is assessing the legal options available to it. The outcome of this matter cannot be estimated at this point in time and accordingly, no provision was recognised at 30 June 2015.

 

Sasol Mining — claimed compensation for lung diseases

 

On 2 April 2015, 22 plaintiffs (1 current and 21 former employees) instituted action against Sasol Mining (Pty) Limited at the High Court in Gauteng, South Africa, for allegedly having contracted lung diseases while working at its collieries. The plaintiffs allege that they were exposed to harmful quantities of coal dust while working underground for Sasol Mining and that the company failed to comply with various sections of the Mine Health and Safety Act, 1996, failed to comply with various regulations issued in terms thereof; and failed to take effective measures to reduce the exposure of mine workers to coal dust. All of which the plaintiffs allege increased the risk for workers to contract coal dust related lung diseases.

 

This lawsuit is not a class action but rather 22 individual cases, each of which will be judged on its own merits. The plaintiffs seek compensation for damages relating to past and future medical costs and loss of income amounting to R82,5 million in total. Sasol Mining is defending the claim. It is not possible at this stage to make an estimate of the likelihood that the plaintiffs will succeed with their claim and if successful, what the quantum of damages would be that the court will award. Therefore, no provision was made at 30 June 2015.

 

Other

 

From time to time, Sasol companies are involved in other litigation, tax and similar proceedings in the normal course of business. A detailed assessment is performed on each matter, and a provision is recognised where appropriate. Although the outcome of these proceedings and claims cannot be predicted with certainty, the company does not believe that the outcome of any of these cases would have a material effect on the group’s financial results.

 

58.5                        Competition matters

 

Sasol continuously evaluates its compliance programmes and controls in general, and its competition law compliance programme and controls. As a consequence of these compliance programmes and controls, including monitoring and review activities, Sasol has also adopted appropriate remedial and/or mitigating steps, where necessary or advisable, lodged leniency applications and made disclosures on material findings as and when appropriate. These ongoing compliance activities have already revealed, and may still reveal, competition law contraventions or potential contraventions in respect of which we have taken, or will take, appropriate remedial and/or mitigating steps including lodging leniency applications.

 

The Commission is conducting investigations into the South African liquid petroleum gas, fertilisers and polymer industries. Sasol continues to interact and co-operate with the Commission in respect of the subject matter of current leniency applications brought by Sasol, conditional leniency agreements concluded with the Commission, as well as in the areas that are subject to the Commission’s investigations.

 

58.6                        Environmental orders

 

Sasol is subject to loss contingencies pursuant to numerous national and local environmental laws and regulations that regulate the discharge of materials into the environment and that may require Sasol to remediate or rehabilitate the effects of its operations on the environment. The contingencies may exist at a number of sites, including, but not limited to, sites where action has been taken to remediate soil and groundwater contamination. These future costs are not fully determinable due to factors such as the unknown extent of possible contamination, uncertainty regarding the timing and extent of remediation actions that may be required, the allocation of the environmental obligation among multiple parties, the discretion of regulators and changing legal requirements.

 

Sasol’s environmental obligation accrued at 30 June 2015 was R11 022 million compared to R11 013 million at 30 June 2014. Included in this balance is an amount accrued of approximately R3 204 million in respect of the costs of remediation of soil and groundwater contamination and similar environmental costs. These costs relate to the following activities: site assessments, soil and groundwater clean-up and remediation, and on-going monitoring. Due to uncertainties regarding future costs the potential loss in excess of the amount accrued cannot be reasonably determined.

 

Although Sasol has provided for known environmental obligations that are probable and reasonably estimable, the amount of additional future costs relating to remediation and rehabilitation may be material to results of operations in the period in which they are recognised. It is not expected that these environmental obligations will have a material effect on the financial position of the group.

 

129


 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

59          Commitments under leases

 

Operating leases — Minimum future lease payments

 

The group leases buildings under long-term non-cancellable operating lease agreements and also rents offices and other equipment under operating leases that are cancellable at various short-term notice periods by either party.

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Buildings and infrastructure

 

 

 

 

 

Within one year

 

345

 

372

 

One to five years

 

781

 

870

 

More than five years

 

1 948

 

1 316

 

 

 

3 074

 

2 558

 

 

 

 

 

 

 

Equipment

 

 

 

 

 

Within one year

 

791

 

754

 

One to five years

 

1 270

 

838

 

More than five years

 

351

 

308

 

 

 

2 412

 

1 900

 

 

Included in operating leases for equipment is the rental of a pipeline for the transportation of gas products. The rental payments are determined based on the quantity of gas transported. The lease may be extended by either party to the lease for a further three year period prior to the expiry of the current lease term of 17 years.

 

Water reticulation for Secunda Synfuels Operations

 

 

 

 

 

Within one year

 

115

 

127

 

One to five years

 

785

 

833

 

More than five years

 

2 219

 

2 652

 

 

 

3 119

 

3 612

 

 

The water reticulation commitments of Secunda Synfuels Operations relate to a long-term water supply agreement. The rental payments are determined based on the quantity of water consumed over the 20 year period of the lease.

 

Total minimum future lease payments

 

8 605

 

8 070

 

 

These leasing arrangements do not impose any significant restrictions on the group or its subsidiaries.

 

Contingent rentals

 

The group has contingent rentals in respect of operating leases that are linked to market related data such as the rand/US dollar exchange rate and inflation.

 

Finance leases — Minimum future lease payments

 

The group leases buildings and other equipment under long-term non-cancellable finance lease agreements. These lease agreements contain terms of renewal and escalation clauses but exclude purchase options.

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

Within one year

 

262

 

175

 

One to two years

 

914

 

531

 

More than five years

 

1 740

 

745

 

Less amounts representing finance charges

 

(1 385

)

(511

)

Total minimum future lease payments

 

1 531

 

940

 

 

Contingent rentals

 

The group has no contingent rentals in respect of finance leases.

 

130



 

60          Related party transactions

 

A related party is an entity or person where the Sasol group can exercise influence or significant influence or which is controlled by the Sasol group. In particular, this relates to joint ventures and associates. Disclosure in respect of equity accounted joint ventures and associates is provided in notes 7 and 8 respectively.

 

Group companies, in the ordinary course of business, entered into various purchase and sale transactions with associates and joint ventures. The effect of these transactions is included in the financial performance and results of the group. Terms and conditions are determined on an arm’s length basis. Amounts owing (after eliminating intercompany balances) to related parties are disclosed in the respective notes to the financial statements for those statement of financial position items. No impairment of receivables related to the amount of outstanding balances is required.

 

Material related party transactions

 

The following table shows the material transactions that are included in the financial statements using the equity method for associates and joint ventures.

 

 

 

2015

 

2014

 

2013

 

for the year ended 30 June

 

Rm

 

Rm

 

Rm

 

Sales and services rendered from subsidiaries to related parties

 

 

 

 

 

 

 

joint ventures

 

1 107

 

538

 

1 373

 

associates

 

 

679

 

1 564

 

 

 

1 107

 

1 217

 

2 937

 

 

 

 

 

 

 

 

 

Purchases by subsidiaries from related parties

 

 

 

 

 

 

 

joint ventures

 

530

 

377

 

410

 

associates

 

89

 

85

 

80

 

 

 

619

 

462

 

490

 

 

Identity of related parties with whom material transactions have occurred

 

Except for the group’s interests in joint ventures and associates, there are no other related parties with whom material individual transactions have taken place.

 

Key management remuneration

 

Key management comprises of executive and non-executive directors as well as other members of the Group Executive Committee (GEC). 

 

Remuneration and benefits paid and short-term incentives approved for the executive directors’ and former executive director were as follows:

 

 

 

 

 

Retirement

 

Other

 

Annual

 

Total

 

Total

 

Total

 

 

 

Salary

 

funding

 

benefits

 

incentives(1)

 

2015(2)

 

2014(2)

 

2013

 

Executive directors

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

DE Constable(3)

 

17 722

 

234

 

5 477

 

23 578

 

47 011

 

51 962

 

53 668

 

VN Fakude

 

6 067

 

1 732

 

652

 

6 431

 

14 882

 

17 959

 

14 604

 

B Nqwababa(4)

 

1 960

 

249

 

582

 

1 652

 

4 443

 

 

 

KC Ramon(5)

 

 

 

 

 

 

9 635

 

13 584

 

P Victor(6)

 

1 999

 

300

 

279

 

2 269

 

4 847

 

8 231

 

 

Total

 

27 748

 

2 515

 

6 990

 

33 930

 

71 183

 

87 787

 

81 856

 

 


(1)         Incentives approved on the group results for the 2015 financial year and payable in the following year. Incentives are calculated as a percentage of total guaranteed package/net base salary as at 30 June 2015.

(2)         Total remuneration for the financial year excludes gains derived from the long-term incentive schemes which are separately disclosed.

(3)         Salary and short-term incentive paid in US dollars, reflected at the exchange rate of the month of payment for the salaries, and 4 September 2014 for the incentive being the date of approval of the consolidated annual financial statements.

(4)         Mr B Nqwababa was appointed as Chief Financial Officer effective 1 March 2015. A sign-on agreement totalling R9 000 000, payable over three years and linked to a retention period of 36 months, was concluded with Mr B Nqwababa as part of his employment contract compensating for some of the incentives and benefits forfeited when he resigned from his previous employer. A payment of R4 000 000 was made with his first salary and the amount disclosed reflects the portion related to the financial year; the balance is to be paid in equal instalments over financial year 2016 and financial year 2017.

(5)         Ms KC Ramon resigned as Chief Financial Officer with effect from 9 September 2013, and resigned from the group on 30 November 2013.

(6)         Mr P Victor was acting Chief Financial Officer until 28 February 2015 and pro-rata amounts are disclosed. Retention agreement of R3 000 000 offered to Mr P Victor with R1 500 000 paid in October 2014 linked to a retention period of 36 months. This amount reflects the portion related to his period as acting Chief Financial Officer, October 2014 - February 2015.

 

131



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

60           Related party transactions continued

 

Long-term incentives for the executive directors’ and former executive director were as follows:

 

 

 

Long-term
incentive
rights

 

Share
appreciation
rights, with
performance
targets

 

Share
appreciation
rights,
without
performance
targets

 

Total

 

Total

 

Total

 

 

 

vested

 

exercised

 

exercised

 

2015

 

2014

 

2013

 

Executive directors

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

DE Constable(1)

 

19 383

 

 

 

19 383

 

36 635

 

 

VN Fakude

 

10 796

 

 

 

10 796

 

36 245

 

9 726

 

KC Ramon

 

 

 

 

 

16 551

 

15 001

 

P Victor

 

1 238

 

 

 

1 238

 

2 650

 

 

Total

 

31 417

 

 

 

31 417

 

92 081

 

24 727

 

 


(1) Mr DE Constable’s on appointment LTI award vested in terms of the rules three years after his date of appointment, subject to the achievement of CPTs.

 

Remuneration and benefits paid and short-term incentives approved for the GEC were as follows:

 

 

 

 

 

Retirement

 

Other

 

Annual

 

Total

 

Total

 

Total

 

 

 

Salary

 

funding

 

benefits

 

incentives(1)

 

2015(2)

 

2014(2)

 

2013

 

GEC

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

SR Cornell(3)

 

7 753

 

208

 

4 621

 

6 489

 

19 071

 

7 588

 

 

AM de Ruyter(4)

 

 

 

 

 

 

2 676

 

11 818

 

FR Grobler(5)

 

3 012

 

1 316

 

279

 

3 141

 

7 748

 

8 393

 

 

VD Kahla

 

4 690

 

618

 

441

 

3 642

 

9 391

 

10 904

 

9 450

 

BE Klingenberg

 

4 514

 

1 421

 

406

 

4 362

 

10 703

 

11 822

 

10 009

 

E Oberholster(6)

 

2 355

 

1 051

 

63

 

2 063

 

5 532

 

6 515

 

 

M Radebe

 

3 771

 

682

 

365

 

3 002

 

7 820

 

8 742

 

6 981

 

CF Rademan

 

3 674

 

1 772

 

423

 

4 210

 

10 079

 

11 802

 

9 312

 

SJ Schoeman

 

3 821

 

417

 

280

 

3 049

 

7 567

 

1 407

 

 

GJ Strauss(7)

 

 

 

 

 

 

2 805

 

12 042

 

Total

 

33 590

 

7 485

 

6 878

 

29 958

 

77 911

 

72 654

 

59 612

 

Number of members

 

 

 

 

 

 

 

 

 

10

 

10

 

6

 

 


(1)         Incentives approved on the group results for the 2015 financial year and payable in the following year. Incentives are calculated as a percentage of total guaranteed package or base salary as at 30 June 2015.

(2)         Total remuneration for the financial year excludes gains derived from the long-term incentive schemes which are separately disclosed.

(3)         Mr SR Cornell was appointed as a member of the GEC with effect from 1 February 2014. Details reflect the period of service on the GEC. Mr Cornell, under his US employment contract, is paid in US dollar and the amount reflected above, for purposes of disclosure only, has been converted to Rand using the average exchange rate over the period.

(4)         Mr AM de Ruyter resigned from the group with effect from 30 November 2013.

(5)         Mr FR Grobler was appointed as a member of the GEC with effect from 1 December 2013. Details reflect the period of service on the GEC.

(6)         Mr E Oberholster retired from the group with effect from 31 March 2015. Details reflect the period of service on the GEC.

(7)         Mr GJ Strauss retired from the group with effect from 30 September 2013.

 

132



 

Long-term incentives for the GEC were as follows:

 

 

 

Long-term
incentive
rights

 

Share
appreciation
rights, with
performance
targets

 

Share
appreciation
rights,
without
performance
targets

 

Total

 

Total

 

Total

 

 

 

vested

 

exercised

 

exercised

 

2015

 

2014

 

2013

 

GEC

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

AM de Ruyter(1)

 

 

 

 

 

37 153

 

6 138

 

FR Grobler

 

2 082

 

 

 

2 082

 

2 117

 

 

VD Kahla(2)

 

2 736

 

 

 

2 736

 

11 950

 

 

BE Klingenberg

 

4 927

 

 

 

4 927

 

7 597

 

601

 

E Oberholster

 

8 082

 

 

 

8 082

 

2 454

 

 

M Radebe(2)

 

3 419

 

 

 

3 419

 

10 416

 

2 045

 

CF Rademan

 

5 912

 

 

 

5 912

 

12 792

 

5 292

 

SJ Schoeman(1)

 

867

 

 

 

867

 

2 830

 

 

GJ Strauss

 

 

 

 

 

42 720

 

26 120

 

Total

 

28 025

 

 

 

28 025

 

130 029

 

40 196

 

 


(1)         Awarded on appointment to the GEC as well as two supplementary awards were granted in 2010 after an extended closed period during the Competition Commission investigation; vesting was subject to achievement of CPTs.

(2)         On appointment award upon appointment to the GEC. Vesting was subject to the achievement of CPTs.

 

Non-executive directors’ remuneration for the year was as follows:

 

Non-executive

 

Board
meeting
fees

 

Lead
director
fees

 

Committee
fees

 

Share
incentive
trustee
fees

 

Ad Hoc
Special
Board -
Committee
Meeting

 

Total
2015

 

Total
2014

 

Total
2013

 

directors’

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

MSV Gantsho (Chairman)

 

4 900

 

 

 

 

 

4 900

 

3 132

 

825

 

JE Schrempp (Lead Independent Director)(1)

 

1 736

 

603

 

461

 

67

 

42

 

2 909

 

2 489

 

2 146

 

C Beggs

 

530

 

 

515

 

 

84

 

1 129

 

1 011

 

1 027

 

HG Dijkgraaf(1)

 

1 736

 

 

922

 

67

 

63

 

2 788

 

2 383

 

2 317

 

NNA Matyumza(2)

 

398

 

 

149

 

 

63

 

610

 

 

 

IN Mkhize

 

530

 

 

569

 

134

 

84

 

1 317

 

1 193

 

839

 

ZM Mkhize

 

530

 

 

117

 

 

42

 

689

 

603

 

605

 

MJN Njeke

 

530

 

 

199

 

 

63

 

792

 

704

 

717

 

B Nqwababa(3)

 

123

 

 

48

 

 

 

171

 

419

 

 

TH Nyasulu(4)

 

 

 

 

 

 

 

2 000

 

4 520

 

PJ Robertson(1)

 

1 736

 

 

410

 

67

 

63

 

2 276

 

1 796

 

1 460

 

S Westwell(1)

 

1 736

 

 

537

 

 

84

 

2 357

 

1 985

 

1 725

 

Total

 

14 485

 

603

 

3 927

 

335

 

588

 

19 938

 

17 715

 

16 181

 

 


(1)         Board and committee fees paid in US dollars.

(2)         Appointed as Non-executive director effective 8 September 2014.

(3)         Resigned as Non-executive director effective 26 September 2014.

(4)         Resigned as Chairman and Non-executive director effective 22 November 2013.

 

133



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

60           Related party transactions continued

 

The aggregate beneficial shareholding of the directors of the company and the group executive committee and their associates (none of which have a holding greater than 1%) in the issued share capital of the company are detailed in the tables below.

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Total

 

 

 

 

 

Total

 

Beneficial

 

Number of shares

 

beneficial

 

Number of shares

 

beneficial

 

shareholding

 

Direct

 

Indirect(1)

 

shareholding

 

Direct

 

Indirect(1)

 

shareholding

 

Executive directors

 

 

 

 

 

 

 

 

 

 

 

 

 

VN Fakude

 

4 269

 

 

4 269

 

1 500

 

 

1 500

 

KC Ramon(2)

 

 

 

 

30

 

41 556

 

41 586

 

Non-executive directors

 

 

 

 

 

 

 

 

 

 

 

 

 

IN Mkhize

 

313

 

18 626

 

18 939

 

313

 

18 626

 

18 939

 

TH Nyasulu(3)

 

 

 

 

 

1 450

 

1 450

 

Total

 

4 582

 

18 626

 

23 208

 

1 843

 

61 632

 

63 475

 

 


(1) Includes units held in the Sasol Share Savings Trust and shares held through Sasol Inzalo Public Limited.

(2) Resigned as director with effect from 9 September 2013.

(3) Resigned as director with effect from 22 November 2013.

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Total

 

 

 

 

 

Total

 

Beneficial

 

Number of shares

 

beneficial

 

Number of shares

 

beneficial

 

shareholding

 

Direct

 

Indirect(1)

 

shareholding

 

Direct

 

Indirect(1)

 

shareholding

 

GEC

 

 

 

 

 

 

 

 

 

 

 

 

 

AM de Ruyter(2)

 

 

 

 

5 900

 

 

5 900

 

M Radebe

 

 

3 357

 

3 357

 

 

3 819

 

3 819

 

CF Rademan

 

2 500

 

 

2 500

 

 

 

 

GJ Strauss(3)

 

 

 

 

4 300

 

 

4 300

 

FR Grobler(4)

 

13 500

 

 

13 500

 

13 500

 

 

13 500

 

E Oberholster(5)

 

 

 

 

 

300

 

300

 

Total

 

16 000

 

3 357

 

19 357

 

23 700

 

4 119

 

27 819

 

 


(1) Includes units held in the Sasol Share Savings Trust and shares held through Sasol Inzalo Public Limited.

(2) Mr AM de Ruyter resigned from the group with effect from 30 November 2013.

(3) Mr GJ Strauss retired from the group with effect from 30 September 2013.

(4) Mr FR Grobler was appointed as a member of the GEC with effect from 1 December 2013.

(5) Mr E Oberholster retired from the group with effect from 31 March 2015. Details reflect the period of service on the GEC.

 

Identity of related parties with whom material transactions have occurred

 

Except for the group’s interests in joint ventures and associates, there are no other related parties with whom material individual transactions have taken place.

 

61          Subsequent events

 

On 22 July 2015, Sasol entered into an interest rate swap to convert 50% of a US$4 billion term loan facility from a variable interest rate to a fixed interest rate, in terms of the loan agreement. The loan will be utilised to fund the capital expenditure of the Lake Charles Chemical Project in the United States.

 

134


 

62          Interest in joint operations

 

At 30 June, the group’s interest in material joint operations were:

 

 

 

Country of

 

 

 

% of equity owned

 

Name

 

incorporation

 

Nature of activities

 

2015

 

2014

 

Sasol Canada

 

Canada

 

Development of shale gas reserves and production and marketing of shale gas

 

50

 

50

 

Natref

 

South Africa

 

Refining of crude oil

 

64

 

64

 

 

In accordance with the group’s accounting policy, the results of joint operations are accounted for on a line by line basis.  The information provided below includes intercompany transactions and balances. The information below includes Sasol’s share of the joint operations.

 

 

 

Sasol
Canada

 

Natref

 

Other*

 

2015
Total

 

2014
Total

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Statement of financial position

 

 

 

 

 

 

 

 

 

 

 

External non-current assets

 

11 074

 

2 667

 

2 883

 

16 624

 

14 996

 

property, plant and equipment

 

8 709

 

2 096

 

1 722

 

12 527

 

8 997

 

assets under construction

 

2 365

 

569

 

1 107

 

4 041

 

5 950

 

other non-current assets

 

 

2

 

54

 

56

 

49

 

External current assets

 

2 223

 

322

 

2 519

 

5 064

 

2 215

 

Intercompany current assets

 

 

1

 

75

 

76

 

63

 

Total assets

 

13 297

 

2 990

 

5 477

 

21 764

 

17 274

 

Shareholders’ equity

 

12 359

 

222

 

890

 

13 471

 

12 343

 

Long-term debt (interest bearing)

 

 

1 360

 

2 702

 

4 062

 

1 510

 

Intercompany long-term debt

 

 

 

224

 

224

 

935

 

Long-term provisions

 

483

 

75

 

 

558

 

451

 

Other non-current liabilities

 

 

503

 

 

503

 

484

 

Interest bearing current liabilities

 

 

303

 

90

 

393

 

205

 

Non-interest-bearing current liabilities

 

443

 

494

 

419

 

1 356

 

1 263

 

Intercompany current liabilities

 

12

 

33

 

1 152

 

1 197

 

83

 

Total equity and liabilities

 

13 297

 

2 990

 

5 477

 

21 764

 

17 274

 

Income statement

 

 

 

 

 

 

 

 

 

 

 

Turnover

 

695

 

581

 

815

 

2 091

 

2 021

 

Operating (loss)/profit

 

(2 469

)

353

 

49

 

(2 067

)

(6 610

)

Other expenses

 

(9

)

(173

)

(36

)

(218

)

(146

)

Net (loss)/profit before tax

 

(2 478

)

180

 

13

 

(2 285

)

(6 756

)

Taxation

 

 

(52

)

2

 

(50

)

(68

)

Attributable (loss)/profit

 

(2 478

)

128

 

15

 

(2 335

)

(6 824

)

 

135



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

62           Interest in joint operations continued

 

 

 

Sasol
Canada

 

Natref

 

Other*

 

2015
Total

 

2014
Total

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Statement of cash flows

 

 

 

 

 

 

 

 

 

 

 

Cash flow from operations

 

501

 

612

 

127

 

1 240

 

999

 

Movement in working capital

 

(180

)

(46

)

156

 

(70

)

(343

)

Taxation paid

 

 

(33

)

(4

)

(37

)

(18

)

Other expenses

 

(3

)

(192

)

(194

)

(389

)

(198

)

Cash available from operations

 

318

 

341

 

85

 

744

 

440

 

Dividends paid

 

 

(127

)

 

(127

)

(130

)

Cash retained from operations

 

318

 

214

 

85

 

617

 

310

 

Cash flow from investing activities

 

(2 926

)

(409

)

(912

)

(4 247

)

(4 909

)

Cash flow from financing activities

 

3 227

 

195

 

1 758

 

5 180

 

3 273

 

Decrease/(increase) in cash requirements

 

619

 

 

931

 

1 550

 

(1 326

)

 


*  Includes Sasol Yihai, Central Térmica de Ressano Garcia (CTRG) and our high density polyethylene plant in North America.

 

At 30 June 2015, the group’s share of the total capital commitments of joint operations amounted to R5 401 million (2014 – R3 471 million).

 

The Sasol Canada business results are associated with our shale gas assets in Canada, in line with the group’s strategy to grow Sasol’s upstream asset base. Capital commitments relating to the joint operation amounted to R2 511 million (2014 – R2 857 million).

 

136


 

63          Interest in significant operating subsidiaries

 

Sasol Limited is the ultimate parent of the Sasol group of companies. Our wholly owned subsidiary, Sasol Investment Company (Pty) Ltd, a company incorporated in the Republic of South Africa, holds primarily our interests in companies incorporated outside South Africa. The following table presents each of the group’s significant subsidiaries (including direct and indirect holdings), the nature of business, percentage of shares of each subsidiary owned and the country of incorporation at 30 June 2015.

 

There are no significant restrictions on the ability of the group’s subsidiaries to transfer funds to Sasol Limited in the form of cash dividends or repayment of loans or advances.

 

Name
Operating subsidiaries

 

Country of

 

 

 

% of equity owned

 

Investment at cost(1)

 

Direct

 

incorporation

 

Nature of activities

 

2015

 

2014

 

2015

 

2014

 

Sasol Mining Holdings (Pty) Ltd

 

Republic of South Africa

 

Holding company of the group’s mining interests.

 

100

 

100

 

8 499

 

8 499

 

Sasol Technology (Pty) Ltd

 

Republic of South Africa

 

Engineering services, research and development and technology transfer.

 

100

 

100

 

1 542

 

709

 

Sasol Financing (Pty) Ltd

 

Republic of South Africa

 

Management of cash resources, investment and procurement of loans for South African operations.

 

100

 

100

 

*

 

*

 

Sasol Investment Company (Pty) Ltd

 

Republic of South Africa

 

Holding company of the group’s foreign investments and investment in movable and immovable property.

 

100

 

100

 

51 185

 

37 735

 

Sasol South Africa (Pty) Ltd

 

Republic of South Africa

 

Focused on integrated petrochemicals and energy and all such other things as may be considered to be incidental or conducive to the attainment and support of the main business of the company.

 

100

 

100

 

18 029

 

15 574

 

Sasol Gas Holdings (Pty) Ltd

 

Republic of South Africa

 

Holding company of the group’s gas interests.

 

100

 

100

 

*

 

*

 

Sasol Oil (Pty) Ltd

 

Republic of South Africa

 

Marketing of fuels and lubricants.

 

75

 

75

 

609

 

378

 

Sasol New Energy Holdings (Pty) Ltd

 

Republic of South Africa

 

Developing and commercialising renewable and lower-carbon energy as well as carbon capture storage solutions.

 

100

 

100

 

1 545

 

1 795

 

 


* Nominal amount.

 

(1) The cost of these investments represents the holding company’s investment in the subsidiaries, which eliminate on consolidation.

 

137



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

63           Interest in significant operating subsidiaries continued

 

Name
Operating subsidiaries

 

Country of

 

 

 

% of equity owned

 

Indirect

 

incorporation

 

Nature of activities

 

2015

 

2014

 

The Republic of Mozambique Pipeline Investment Company (Pty) Ltd*

 

Republic of South Africa

 

Owning and operating of the natural gas transmission pipeline between Temane in Mozambique and Secunda in South Africa for the transportation of natural gas produced in Mozambique to markets in Mozambique and South Africa.

 

50

 

50

 

Sasol UK Limited

 

United Kingdom

 

Marketing and distribution of chemical products.

 

100

 

100

 

Sasol Chemicals Pacific Limited

 

Hong Kong

 

Marketing and distribution of chemical products.

 

100

 

100

 

Sasol Chemical Holdings International (Pty) Ltd

 

Republic of South Africa

 

Investment in the Sasol Chemie group.

 

100

 

100

 

Sasol Financing International Limited

 

Republic of South Africa

 

Management of cash resources, investment and procurement of loans for operations outside South Africa.

 

100

 

100

 

Sasol Gas (Pty) Ltd

 

Republic of South Africa

 

Marketing, distribution and transportation of pipeline gas and the maintenance and operation of pipelines used for the transportation of various types of gas.

 

100

 

100

 

Sasol Germany GmbH

 

Germany

 

Production, marketing and distribution of waxes and wax related products.

 

100

 

100

 

Sasol Italy SpA

 

Italy

 

Trading and transportation of oil products, petrochemicals and chemical products and their derivatives.

 

100

 

100

 

Sasol Mining (Pty) Ltd

 

Republic of South Africa

 

Coal mining activities.

 

90

 

90

 

Sasol Holdings (USA) (Pty) Ltd

 

Republic of South Africa

 

To manage and hold the group’s interest in the United States.

 

100

 

100

 

Sasol Oil International Limited

 

Isle of Man

 

Buying and selling of crude oil.

 

100

 

100

 

Sasol Africa (Pty) Ltd

 

Republic of South Africa

 

Exploration, appraisal, development, production, marketing and distribution of natural oil and gas and associated products.

 

100

 

100

 

Sasol Holdings (Asia Pacific) (Pty) Ltd

 

Republic of South Africa

 

Holding company of foreign investments.

 

100

 

100

 

Sasol Middle East and India (Pty) Ltd

 

Republic of South Africa

 

Develop and implement international GTL and CTL ventures.

 

100

 

100

 

Sasol Wax International Aktiengesellschaft

 

Germany

 

Holding company of the Sasol Wax operations.

 

100

 

100

 

Sasol Canada Holdings Limited

 

Canada

 

Exploration, development, production, marketing and distribution of natural oil and gas and associated products in Canada.

 

100

 

100

 

 

Non-controlling interests

 

The group has a number of subsidiaries with non-controlling interests, however none of them were material to the financial statements.

 


* Through contractual arrangements Sasol exercises control over the relevant activities of Rompco.

 

138



 

64          Financial risk management and financial instruments

 

Introduction

 

The group is exposed in varying degrees to a number of financial instrument related risks.  The group executive committee (GEC) has the overall responsibility for the establishment and oversight of the group’s risk management framework. The GEC established the risk and safety, health and environment committee, which is responsible for providing the board with the assurance that significant business risks are systematically identified, assessed and reduced to acceptable levels. A comprehensive risk management process has been developed to continuously monitor and control these risks. The Sasol group has a central treasury function that manages the financial risks relating to the group’s operations. The board of Sasol Financing (the treasury company and a 100% subsidiary of Sasol Limited), meets regularly to review and, if appropriate, approve the implementation of optimal strategies for the effective management of financial risks.  The committee reports on a regular basis to the GEC on its activities.

 

Capital risk management

 

The group’s objectives when managing capital (which includes share capital, borrowings, working capital and cash and cash equivalents) is to maintain a flexible capital structure that reduces the cost of capital to an acceptable level of risk and to safeguard the group’s ability to continue as a going concern while taking advantage of strategic opportunities in order to grow shareholder value sustainably.

 

The group manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, repurchase shares currently issued, issue new shares, issue new debt, issue new debt to replace existing debt with different characteristics and/or sell assets to reduce debt.

 

The group monitors capital utilising a number of measures, including the gearing ratio. The gearing ratio is calculated as net borrowings (total borrowings less cash) divided by shareholders’ equity. The group’s targeted gearing ratio is 20% – 40%. The gearing level takes into account the group’s substantial capital investment and susceptibility to external market factors such as crude oil prices, exchange rates and commodity chemical prices. The group’s gearing level for 2015 is (2,8%) (2014 - (6,3%); 2013 - (1,1%)). The gearing ratio is expected to return to the targeted range as the capital expansion programme progresses in the medium- to long-term horizon.

 

Financing risk

 

Financing risk refers to the risk that financing of the group’s capital requirements and refinancing of existing borrowings could become more difficult or more costly in the future. This risk can be decreased by achieving the targeted gearing ratio, ensuring that maturity dates are evenly distributed over time, and that total short-term borrowings do not exceed liquidity levels.

 

The group’s target for long-term borrowings include an average time to maturity of at least 2 years, and an even spread of maturities.

 

139



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

64           Financial risk management and financial instruments continued

 

Credit rating

 

To achieve and keep an efficient capital structure, the group aims to maintain a stable long-term credit rating.

 

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. The group’s objective in using derivative instruments is for hedging purposes to reduce the uncertainty over future cash flows arising from foreign currency, interest rate and commodity price risk exposures.

 

Credit risk

 

Credit risk, or the risk of financial loss due to counterparties not meeting their contractual obligations, is managed by the application of credit approvals, limits and monitoring procedures. Where appropriate, the group obtains security in the form of guarantees to mitigate risk. Counterparty credit limits are in place and are reviewed and approved by the respective subsidiary credit management committees. The central treasury function provides credit risk management for the group-wide exposure in respect of a diversified group of banks and other financial institutions. These are evaluated regularly for financial robustness especially in the current global economic environment. Management has evaluated treasury counterparty risk and does not expect any treasury counterparties to fail in meeting their obligations.

 

Trade and other receivables consist of a large number of customers spread across diverse industries and geographical areas. The exposure to credit risk is influenced by the individual characteristics, the industry and geographical area of the counterparty with whom we have transacted. Trade and other receivables are carefully monitored for impairment. An allowance for impairment of trade receivables is made where there is an identified loss event, which based on previous experience, is evidence of a reduction in the recoverability of the cash flows. Details of the credit quality of trade receivables and the associated provision for impairment is disclosed in note 14.

 

No single customer represents more than 10% of the group’s total turnover or more than 10% of total trade receivables for the years ended 30 June 2015, 2014 and 2013. Approximately 51% (2014 - 52%; 2013 - 49%) of the group’s total turnover is generated from sales within South Africa, while about 20% (2014 - 21%; 2013 - 22%) relates to European sales and 12% relates to sales within the US. Approximately 51% (2014 - 51%; 2013 - 49%) of the amount owing in respect of trade receivables is from counterparties in South Africa, while European receivables amount to about 23% (2014 - 24%; 2013 - 26%) and US receivables amount to 9%.

 

Credit risk exposure in respect of long-term receivables and trade receivables is further analysed in notes 10 and 14, respectively. The carrying value represents the maximum credit risk exposure.

 

Liquidity risk

 

Liquidity risk is the risk that an entity in the group will be unable to meet its obligations as they become due. The group manages liquidity risk by effectively managing its working capital, capital expenditure and cash flows, making use of a central treasury function to manage pooled business unit cash investments and borrowing requirements. Currently the group is maintaining a positive cash position, conserving the group’s cash resources through renewed focus on working capital improvement and capital reprioritisation. The group meets its financing requirements through a mixture of cash generated from its operations and, short- and long-term borrowings. Adequate banking facilities and reserve borrowing capacities are maintained. The Sasol group is in compliance with all of the financial covenants per its loan agreements, none of which is expected to present a material  restriction on funding or its investment policy in the near future.  The group has sufficient undrawn borrowing facilities, which could be utilised to settle obligations.  Refer to Note 18.

 

The group has provided guarantees for the financial obligations of subsidiaries, joint ventures and third parties. The outstanding guarantees at 30 June 2015 are provided in note 58.1.

 

140


 

The maturity profile of the contractual cash flows of financial instruments at 30 June were as follows:

 

 

 

 

 

Contractual
cash flows*

 

Within
one year

 

One to
five years

 

More than
five years

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Rm

 

2015

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

Non-derivative instruments

 

 

 

 

 

 

 

 

 

 

 

Long-term receivables

 

10

 

2 957

 

1 405

 

237

 

1 315

 

Trade receivables

 

14

 

21 663

 

21 663

 

 

 

Other receivables

 

15

 

1 631

 

1 631

 

 

 

Cash restricted for use

 

17

 

5 022

 

5 022

 

 

 

Cash

 

17

 

48 329

 

48 329

 

 

 

Investments available-for-sale(1)

 

6

 

745

 

 

 

745

 

Investments held-to-maturity(1)

 

6

 

81

 

 

81

 

 

 

 

 

 

80 428

 

78 050

 

318

 

2 060

 

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

4 722

 

4 643

 

79

 

 

Commodity derivatives

 

 

 

27

 

27

 

 

 

 

 

 

 

85 177

 

82 720

 

397

 

2 060

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

Non-derivative instruments

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

(45 846

)

(2 797

)

(17 721

)

(25 328

)

Short-term debt

 

24

 

(534

)

(534

)

 

 

Trade payables and accrued expenses

 

29

 

(20 278

)

(20 278

)

 

 

Other payables

 

30

 

(1 249

)

(1 249

)

 

 

Bank overdraft

 

17

 

(319

)

(319

)

 

 

Financial guarantees(2)

 

 

 

(373

)

(373

)

 

 

 

 

 

 

(68 599

)

(25 550

)

(17 721

)

(25 328

)

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

(4 823

)

(4 742

)

(81

)

 

 

 

 

 

(73 422

)

(30 292

)

(17 802

)

(25 328

)

 


*

Where a derivative is linked to an index, the amount payable or receivable has been based on the estimated forward exchange rates at the settlement date. Foreign exchange contracts and cross currency swaps are settled on a gross basis, while all other derivatives are net settled. For gross settled derivatives, the cash outflow has been included in financial liabilities, while the cash inflow is included in financial assets.

(1)

These investments have been added to our liquidity analysis as it reflects the way the business is managed.

(2)

Issued financial guarantees contracts are all repayable on demand, however the likelihood of default is considered remote. Refer to note 58.

 

141



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

64           Financial risk management and financial instruments continued

 

 

 

 

 

Contractual
cash flows*

 

Within
one year

 

One to
five years

 

More than
five years

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Rm

 

2014

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

Non-derivative instruments

 

 

 

 

 

 

 

 

 

 

 

Long-term receivables

 

10

 

2 963

 

226

 

1 565

 

1 172

 

Trade receivables

 

14

 

22 637

 

22 637

 

 

 

Other receivables

 

15

 

3 839

 

3 839

 

 

 

Cash restricted for use

 

17

 

1 245

 

1 245

 

 

 

Cash

 

17

 

37 155

 

37 155

 

 

 

Investments available-for-sale(1)

 

6

 

628

 

 

 

628

 

Investments held for trading(1)

 

6

 

43

 

 

 

43

 

Investments held-to-maturity(1)

 

6

 

205

 

 

 

205

 

 

 

 

 

68 715

 

65 102

 

1 565

 

2 048

 

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

14 519

 

13 048

 

1 471

 

 

 

 

 

 

83 234

 

78 150

 

3 036

 

2 048

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

Non-derivative instruments

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

(38 709

)

(3 412

)

(22 078

)

(13 219

)

Short-term debt

 

24

 

(135

)

(135

)

 

 

Trade payables and accrued expenses

 

29

 

(18 950

)

(18 950

)

 

 

Other payables

 

30

 

(904

)

(904

)

 

 

Bank overdraft

 

17

 

(379

)

(379

)

 

 

 

 

 

 

 

 

 

 

 

 

Financial guarantees(2)

 

 

 

(442

)

(442

)

 

 

 

 

 

 

(59 519

)

(24 222

)

(22 078

)

(13 219

)

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

(14 447

)

(13 031

)

(1 416

)

 

Interest rate derivatives

 

 

 

(3

)

(1

)

(2

)

 

Commodity derivatives

 

 

 

(87

)

(87

)

 

 

 

 

 

 

(74 056

)

(37 341

)

(23 496

)

(13 219

)

 


*

Where a derivative is linked to an index, the amount payable or receivable has been based on the estimated forward exchange rates at the settlement date. Foreign exchange contracts and cross currency swaps are settled on a gross basis, while all other derivatives are net settled. For gross settled derivatives, the cash outflow has been included in financial liabilities, while the cash inflow is included in financial assets.

(1)

These investments have been added to our liquidity analysis as it reflects the way the business is managed.

(2)

Issued financial guarantees contracts are all repayable on demand, however the likelihood of default is considered remote. Refer to note 58.

 

142



 

Cash flow hedges

 

In certain cases, the group classifies its forward foreign currency contracts hedging highly probable forecast transactions as cash flow hedges. Where this designation is documented, changes in fair value are recognised in equity until the hedged transactions occur, at which time the respective gains or losses are transferred to the income statement (or hedged item on the statement of financial position) in accordance with the group’s accounting policy.

 

The expected future timing of the recycling of derivatives used for hedging on the income statement at 30 June were as follows:

 

 

 

Carrying
value

 

Within one
year

 

One to five
years

 

More than
five years

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

2015

 

 

 

 

 

 

 

 

 

Derivative instruments — cash flow hedges

 

 

 

 

 

 

 

 

 

Financial assets

 

2

 

1

 

 

1

 

Financial liabilities

 

5

 

1

 

2

 

2

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

Derivative instruments — cash flow hedges

 

 

 

 

 

 

 

 

 

Financial assets

 

4

 

4

 

 

 

Financial liabilities

 

2

 

2

 

 

 

 

Market risk

 

Market risk is the risk arising from possible market price movements and their impact on the future cash flows of the business. The market price movements that the group is exposed to include foreign currency exchange rates, interest rates and oil and natural gas prices (commodity price risk). The group has developed policies aimed at managing the volatility inherent in these exposures which are discussed in the risks below.

 

Foreign currency risk

 

The group’s transactions are predominantly entered into in the respective functional currency of the individual operations.  However, the group’s operations utilise various foreign currencies on sales, purchases and borrowings and consequently, are exposed to exchange rate fluctuations that have an impact on cash flows and financing activities.  These operations are exposed to foreign currency risk in connection with contracted payments in currencies not in their individual functional currency.  The translation of foreign operations to the presentation currency of the group is not taken into account when considering foreign currency risk.  Foreign currency risks are managed through the group’s financing policies and the selective use of forward exchange contracts and cross-currency swaps.

 

Changes in foreign exchange rates also affect the group’s earnings in connection with the translation of the income statements of foreign subsidiaries with a functional currency of  South African Rand.  Sasol does not hedge such exposure.  The translation exposures arising from income statements of foreign subsidiaries are included in the analysis mentioned below.

 

Our group executive committee (GEC) sets broad guidelines in terms of tenor and hedge cover ratios specifically to assess large forward cover amounts for long periods into the future, which have the potential to materially affect our financial position. These guidelines and our hedging policy are reviewed from time to time. This hedging strategy enables us to better predict cash flows and thus manage our working capital and debt more effectively. We do not hedge foreign currency receipts.

 

143



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

64           Financial risk management and financial instruments continued

 

The following significant exchange rates were applied during the year:

 

 

 

Average rate

 

Closing rate

 

 

 

2015

 

2014

 

2015

 

2014

 

Rand/Euro

 

13,76

 

14,10

 

13,56

 

14,57

 

Rand/US dollar

 

11,45

 

10,39

 

12,17

 

10,64

 

Rand/Pound sterling

 

18,04

 

16,91

 

19,12

 

18,20

 

 

The table below shows the currency exposure where entities within the group have monetary assets or liabilities that are denominated in a currency that is not the functional currency of the respective entities. The amounts have been presented in rand by converting the foreign currency amount at the closing rate at the reporting date.

 

 

 

2015

 

 

 

Total

 

Euro

 

US dollar

 

Pound
sterling

 

Rand

 

Other

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term receivables

 

393

 

195

 

99

 

 

 

99

 

Trade receivables

 

3 243

 

609

 

2 566

 

45

 

 

23

 

Other receivables

 

208

 

1

 

146

 

 

 

61

 

Cash restricted for use

 

447

 

 

52

 

 

 

395

 

Cash

 

7 011

 

3 826

 

2 288

 

177

 

250

 

470

 

Exposure on external asset balances

 

11 302

 

4 631

 

5 151

 

222

 

250

 

1 048

 

Forward exchange contracts

 

(248

)

(34

)

(188

)

 

 

(26

)

Net exposure on assets

 

11 054

 

4 597

 

4 963

 

222

 

250

 

1 022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

(193

)

(179

)

(14

)

 

 

 

Short-term debt

 

(62

)

 

(62

)

 

 

 

Trade payables and accrued expenses

 

(2 323

)

(132

)

(2 049

)

(34

)

(2

)

(106

)

Other payables

 

(670

)

(54

)

(495

)

(17

)

 

(104

)

Bank overdraft

 

(136

)

 

(136

)

 

 

 

Exposure on external liability balances

 

(3 384

)

(365

)

(2 756

)

(51

)

(2

)

(210

)

Forward exchange contracts*

 

6 312

 

48

 

6 264

 

 

 

 

Net exposure on liabilities

 

2 928

 

(317

)

3 508

 

(51

)

(2

)

(210

)

Exposure on external balances

 

13 982

 

4 280

 

8 471

 

171

 

248

 

812

 

Net exposure on balances between group companies

 

2 584

 

(2 316

)

6 023

 

(765

)

(677

)

319

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net exposure

 

16 566

 

1 964

 

14 494

 

(594

)

(429

)

1 131

 

 


*

The US Dollar bond was transferred to Sasol Financing International Limited, which has a functional currency of US Dollar. As a result, there is no longer any income statement exposure on this instrument. The related FEC is still in place, and as a result, there is a degree of over coverage on foreign exchange exposure.

 

144



 

 

 

2014

 

 

 

Total

 

Euro

 

US dollar

 

Pound
sterling

 

Rand

 

Other

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term receivables

 

1 543

 

 

1 375

 

 

 

168

 

Trade receivables

 

3 202

 

593

 

2 477

 

81

 

 

51

 

Other receivables

 

300

 

112

 

118

 

10

 

 

60

 

Cash restricted for use

 

255

 

 

82

 

2

 

 

171

 

Cash

 

19 396

 

3 030

 

15 519

 

167

 

275

 

405

 

Exposure on external asset balances

 

24 696

 

3 735

 

19 571

 

260

 

275

 

855

 

Forward exchange contracts

 

(240

)

(5

)

(233

)

 

 

(2

)

Net exposure on assets

 

24 456

 

3 730

 

19 338

 

260

 

275

 

853

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

(11 205

)

(393

)

(10 622

)

 

 

(190

)

Trade payables and accrued expenses

 

(3 110

)

(303

)

(2 163

)

(543

)

 

(101

)

Other payables

 

(447

)

(1

)

(321

)

(75

)

(1

)

(49

)

Bank overdraft

 

(126

)

 

(126

)

 

 

 

Exposure on external liability balances

 

(14 888

)

(697

)

(13 232

)

(618

)

(1

)

(340

)

Forward exchange contracts

 

6 642

 

469

 

6 165

 

8

 

 

 

 

Net exposure on liabilities

 

(8 246

)

(228

)

(7 067

)

(610

)

(1

)

(340

)

Exposure on external balances

 

16 210

 

3 502

 

12 271

 

(350

)

274

 

513

 

Net exposure on balances between group companies

 

6 615

 

5 945

 

1 560

 

125

 

(505

)

(510

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net exposure

 

22 825

 

9 447

 

13 831

 

(225

)

(231

)

3

 

 

Sensitivity analysis

 

The following sensitivity analysis is provided to show the foreign currency exposure of the group at the end of the reporting period. This analysis is prepared based on the statement of financial position balances,  that exist at year end, for which there is currency risk. The expected effect on the income statement and equity is calculated based on the net balance sheet exposure at the end of the reporting period, after taking into account forward exchange contracts which exist at that point. This sensitivity represents the exposure of the group at a point in time, based only on recognised balances for which currency risk has been identified.

 

145


 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

64           Financial risk management and financial instruments continued

 

A 10% change in the group’s exposure to foreign currency at 30 June would have increased/(decreased) either the equity or the profit by the amounts below before the effect of tax. This analysis assumes that all other variables, in particular, interest rates, remain constant, and has been performed on the same basis for 2014.

 

 

 

2015

 

2014

 

 

 

Equity

 

Income
statement

 

Equity

 

Income
statement

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Euro

 

196

 

196

 

945

 

945

 

US dollar

 

1 449

 

1 449

 

1 383

 

1 383

 

Pound sterling

 

(59

)

(59

)

(23

)

(23

)

Rand

 

(43

)

(43

)

(23

)

(23

)

Other currencies

 

113

 

113

 

 

 

 

A 10% movement in the opposite direction in the group’s exposure to foreign currency would have an equal and opposite effect to the amounts disclosed above.

 

The majority of these balances will also be exposed to a change in the rand, as compared to the various currencies used in the group.

 

A 10% strengthening of the rand on the group’s exposure to foreign currency risk on external balances and FECs for which we have commitments at 30 June would have increased / (decreased) either equity or profit of the group, respectively, by the amounts below before the effect of tax. This analysis assumes that all other variables, in particular, interest rates, and cross currency foreign exchange rates remain constant. The same basis has been used for 2014.

 

 

 

2015

 

2014

 

 

 

Equity

 

Income
statement

 

Equity

 

Income
statement

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Euro

 

428

 

 

350

 

7

 

US dollar

 

847

 

607

 

1 227

 

(134

)

Pound sterling

 

17

 

 

(35

)

37

 

Rand

 

25

 

 

27

 

 

Other currencies

 

81

 

3

 

51

 

906

 

 

A 10% weakening in the rand against the above currencies at 30 June would have the equal but opposite effect to the amounts shown, on the basis that all other variables remain constant.

 

Forward exchange contracts and cross currency swaps

 

All forward exchange contracts are supported by underlying commitments or transactions, including those which have not been contracted for.

 

The fair value (losses)/gains calculated below were determined by recalculating the daily forward rates for each currency using a forward rate interpolator model. The net market value of all forward exchange contracts at year end is calculated by comparing the forward exchange contracted rates to the equivalent year end market foreign exchange rates. The present value of these net market values are then calculated using the appropriate currency specific discount curve.

 

146



 

The following forward exchange contracts and cross currency swaps were held at 30 June:

 

 

 

Contract
foreign
currency
amount

 

Contract
amount
- Rand
equivalent

 

Average
rate of
exchange

 

Fair
value
(losses)/
gains

 

Contract
foreign
currency
amount

 

Contract
amount
- Rand
equivalent

 

Average
rate of
exchange

 

Fair
value
(losses)/
gains

 

 

 

2015

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

2014

 

 

 

million

 

Rm

 

(calculated)

 

Rm

 

million

 

Rm

 

(calculated)

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions including commitments which have been contracted for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments — cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imports — capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

 

 

 

27

 

400

 

14,78

 

(6

)

US dollar

 

 

5

 

12,54

 

 

1

 

9

 

10,73

 

 

Pound sterling

 

 

 

 

 

 

1

 

18,16

 

 

 

 

 

 

5

 

 

 

 

 

 

410

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imports — goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

 

 

 

1

 

9

 

14,72

 

 

US dollar

 

 

 

 

 

1

 

10

 

10,92

 

 

 

 

 

 

 

 

 

 

 

 

19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exports

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

 

 

 

 

2

 

23

 

10,57

 

 

 

 

 

 

 

 

 

 

 

 

23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other payables (liabilities)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

4

 

48

 

13,55

 

(7

)

2

 

25

 

14,57

 

 

US dollar

 

 

 

 

 

 

1

 

10,75

 

 

 

 

 

 

48

 

 

 

(7

)

 

 

26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other receivables (assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

3

 

34

 

13,55

 

 

 

5

 

14,57

 

 

 

 

 

 

34

 

 

 

 

 

 

5

 

 

 

 

 

147



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

64           Financial risk management and financial instruments continued

 

 

 

Contract
foreign
currency
amount

 

Contract
amount
- Rand
equivalent

 

Average
rate of
exchange

 

Fair
value
(losses)/
gains

 

Contract
foreign
currency
amount

 

Contract
amount
- Rand
equivalent

 

Average
rate of
exchange

 

Fair
value
(losses)/
gains

 

 

 

2015

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

2014

 

 

 

million

 

Rm

 

(calculated)

 

Rm

 

million

 

Rm

 

(calculated)

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments — held-for-trading

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imports — capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

 

 

 

2

 

21

 

12,97

 

2

 

US dollar

 

 

 

 

 

 

4

 

10,69

 

 

 

 

 

 

 

 

 

 

 

 

25

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imports — goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

 

 

 

1

 

14

 

13,89

 

 

US dollar

 

62

 

757

 

12,19

 

 

115

 

1 230

 

10,73

 

(10

)

 

 

 

 

757

 

 

 

 

 

 

1 244

 

 

 

(10

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exports

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

3

 

35

 

13,55

 

 

 

 

 

 

US dollar

 

5

 

61

 

12,04

 

 

7

 

77

 

10,62

 

(1

)

Other currencies — US dollar equivalent

 

2

 

26

 

12,11

 

 

 

2

 

9,92

 

 

 

 

 

 

122

 

 

 

 

 

 

79

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other payables (liabilities)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

 

 

 

1

 

6

 

8,47

 

2

 

US dollar

 

452

 

5 622

 

12,44

 

16

 

463

 

5 324

 

11,51

 

(301

)

Pound sterling

 

 

 

 

 

 

6

 

15,87

 

1

 

 

 

 

 

5 622

 

 

 

16

 

 

 

5 336

 

 

 

(298

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other receivables (assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

 

 

 

 

 

 

 

US dollar

 

10

 

127

 

12,24

 

1

 

12

 

133

 

10,67

 

 

Pound sterling

 

 

 

 

 

 

1

 

 

1

 

Other currencies — US dollar equivalent

 

 

14

 

 

14

 

 

37

 

 

36

 

 

 

 

 

141

 

 

 

15

 

 

 

171

 

 

 

37

 

 

148



 

 

 

Contract
foreign
currency
amount

 

Contract
amount
- Rand
equivalent

 

Average
rate of
exchange

 

Fair
value
(losses)/
gains

 

Contract
foreign
currency
amount

 

Contract
amount
- Rand
equivalent

 

Average
rate of
exchange

 

Fair
value
(losses)/
gains

 

 

 

2015

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

2014

 

 

 

million

 

Rm

 

(calculated)

 

Rm

 

million

 

Rm

 

(calculated)

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions including commitments which have not been contracted for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments — cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imports

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

11

 

149

 

14,17

 

 

16

 

239

 

14,94

 

1

 

US dollar

 

8

 

101

 

13,05

 

(3

)

11

 

111

 

10,09

 

2

 

Pound sterling

 

 

 

 

 

 

1

 

 

 

Other currencies — US dollar equivalent

 

 

 

 

 

 

 

 

 

 

 

 

 

250

 

 

 

(3

)

 

 

351

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments — held-for-trading

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imports

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

 

 

 

7

 

100

 

14,29

 

 

US dollar

 

47

 

579

 

12,39

 

(10

)

88

 

942

 

10,70

 

(6

)

 

 

 

 

579

 

 

 

(10

)

 

 

1 042

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exports

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other payables (liabilities)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

6

 

14,51

 

 

5

 

74

 

14,80

 

 

US dollar

 

 

2

 

12,44

 

 

195

 

2 095

 

10,74

 

(10

)

Pound sterling

 

 

 

 

 

20

 

367

 

18,35

 

11

 

Other currencies

 

273

 

2 870

 

10,49

 

(112

)

852

 

8 442

 

9,91

 

350

 

 

 

 

 

2 878

 

 

 

(112

)

 

 

10 978

 

 

 

351

 

 

149



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

64           Financial risk management and financial instruments continued

 

The maturity profile of contract amounts of forward exchange contracts and cross currency swaps at 30 June were as follows:

 

 

 

Contract
amount

 

Within one
year

 

One to two
years

 

 

 

Rm

 

Rm

 

Rm

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions including commitments which have been contracted for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imports — capital

 

 

 

 

 

 

 

US dollar

 

5

 

5

 

 

 

 

5

 

5

 

 

Imports — goods

 

 

 

 

 

 

 

US dollar

 

757

 

757

 

 

 

 

757

 

757

 

 

Exports

 

 

 

 

 

 

 

Euro

 

35

 

35

 

 

USD

 

61

 

61

 

 

Other currencies — US Dollar equivalent

 

26

 

26

 

 

 

 

 

122

 

122

 

 

Other payables (liabilities)

 

 

 

 

 

 

 

Euro

 

48

 

48

 

 

US dollar

 

5 622

 

5 622

 

 

 

 

5 670

 

5 670

 

 

Other receivables (assets)

 

 

 

 

 

 

 

Euro

 

34

 

34

 

 

US dollar

 

127

 

127

 

 

Other currencies — US dollar equivalent

 

14

 

14

 

 

 

 

175

 

175

 

 

Transactions including commitments which have not been contracted for

 

 

 

 

 

 

 

Imports

 

 

 

 

 

 

 

Euro

 

149

 

105

 

44

 

US dollar

 

680

 

644

 

36

 

 

 

829

 

749

 

80

 

Other payables (liabilities)

 

 

 

 

 

 

 

Euro

 

6

 

6

 

 

US dollar

 

2

 

1

 

1

 

Other currencies

 

2 870

 

2 870

 

 

 

 

2 878

 

2 877

 

1

 

 

150


 

 

 

Contract
amount

 

Within one
year

 

One to two
years

 

 

 

Rm

 

Rm

 

Rm

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions including commitments which have been contracted for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imports — capital

 

 

 

 

 

 

 

Euro

 

421

 

356

 

65

 

US dollar

 

13

 

13

 

 

Pound sterling

 

1

 

1

 

 

Other currencies — US dollar equivalent

 

 

 

 

 

 

435

 

370

 

65

 

 

 

 

 

 

 

 

 

Imports — goods

 

 

 

 

 

 

 

Euro

 

23

 

23

 

 

US dollar

 

1 240

 

1 240

 

 

 

 

1 263

 

1 263

 

 

 

 

 

 

 

 

 

 

Exports

 

 

 

 

 

 

 

US dollar

 

100

 

100

 

 

Other currencies — US dollar equivalent

 

2

 

2

 

 

 

 

102

 

102

 

 

 

 

 

 

 

 

 

 

Other payables (liabilities)

 

 

 

 

 

 

 

Euro

 

31

 

14

 

17

 

US dollar

 

5 325

 

5 325

 

 

Pound sterling

 

6

 

6

 

 

 

 

5 362

 

5 345

 

17

 

 

 

 

 

 

 

 

 

Other receivables (assets)

 

 

 

 

 

 

 

Euro

 

5

 

5

 

 

US dollar

 

133

 

133

 

 

Pound sterling

 

1

 

1

 

 

Other currencies — US dollar equivalent

 

37

 

35

 

2

 

 

 

176

 

174

 

2

 

 

 

 

 

 

 

 

 

Transactions including commitments which have not been contracted for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imports

 

 

 

 

 

 

 

Euro

 

339

 

327

 

12

 

US dollar

 

1 053

 

1 052

 

1

 

Pound sterling

 

1

 

1

 

 

 

 

1 393

 

1 380

 

13

 

 

 

 

 

 

 

 

 

Other payables (liabilities)

 

 

 

 

 

 

 

Euro

 

74

 

73

 

1

 

US dollar

 

2 095

 

2 095

 

 

Pound sterling

 

367

 

367

 

 

Other currencies — US dollar equivalent

 

8 442

 

7 123

 

1 319

 

 

 

10 978

 

9 658

 

1 320

 

 

 

 

 

 

 

 

 

Exports

 

 

 

 

 

 

 

US dollar

 

1

 

1

 

 

 

 

1

 

1

 

 

 

151



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

64 Financial risk management and financial instruments continued

 

2) Interest rate risk

 

Fluctuations in interest rates impact on the value of short-term investments and financing activities, giving rise to interest rate risk. The group has significant exposure to interest rate risk due to the volatility in South African, European and US interest rates.

 

Our debt is comprised of different instruments, which by their nature either bear interest at a floating or a fixed rate. We monitor the ratio of floating and fixed interest in our loan portfolio and may manage this ratio, by electing to incur either bank loans, bearing a floating interest rate, or bonds, which bear a fixed interest rate. We may also use interest rate swaps, where appropriate, to convert some of our debt into either floating or fixed rate debt to manage the composition of our portfolio. In July 2015, we entered into an interest rate swap to convert 50% of the US$3 995 million term loan facility from a variable rate to a fixed rate. The loan was incurred by Sasol Chemicals (USA) LLC to part fund the capital expenditure of the Lake Charles Chemical project to a fixed rate. In  some cases, we may also use an interest rate collar, similar to the crude oil hedge instrument which we have used in the past, which enables us to take advantage of lower variable rates within a range whilst affording the group protection from the effects of higher interest rates.

 

In respect of financial assets, the group’s policy is to invest cash at floating rates of interest and cash reserves are to be maintained in short-term investments (less than one year) in order to maintain liquidity, while achieving a satisfactory return for shareholders.

 

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

 

 

 

Carrying value

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

 

 

 

 

 

 

Variable rate instruments

 

 

 

 

 

Financial assets

 

49 839

 

38 466

 

Financial liabilities

 

(25 468

)

(10 805

)

 

 

24 371

 

27 661

 

 

 

 

 

 

 

Fixed rate instruments

 

 

 

 

 

Financial assets

 

3 384

 

1 350

 

Financial liabilities

 

(16 719

)

(15 025

)

 

 

(13 335

)

(13 675

)

Interest profile (variable: fixed rate as a percentage of total financial assets)

 

94:6

 

97:3

 

Interest profile (variable: fixed rate as a percentage of total financial liabilities)

 

60:40

 

42:58

 

 

Cash flow sensitivity for variable rate instruments 

 

Financial instruments affected by interest rate risk include borrowings, deposits, derivative financial instruments, trade receivables and trade payables. A change of one percent in the  prevailing interest rate in that region 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, in particular foreign currency rates, remain constant and has been performed on the same basis for 2014.

 

 

 

Income statement – 1% increase

 

 

 

South Africa

 

Europe

 

USA

 

Other

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

30 June 2015

 

5

 

33

 

122

 

84

 

30 June 2014

 

(29

)

(26

)

(148

)

(109

)

 

152



 

 

 

Income statement – 1% decrease

 

 

 

South Africa

 

Europe*

 

USA*

 

Other*

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

30 June 2015

 

(5

)

 

 

 

30 June 2014

 

29

 

 

 

 

 

A 1% decrease in these interest rates at 30 June would have the equal but opposite effect for Rand exposure. 

 


*A decrease of 1% in interest rates for the United States of America and Europe will not have an effect on the income statement as it is not reasonably possible that the repo interest rates will decrease below 0%.

 

The following interest rate derivative contracts were in place at 30 June:

 

 

 

Contract
amount
– Rand
equivalent

 

Average
fixed
rate

 

 

 

Fair
value
losses

 

Contract
amount
– Rand
equivalent

 

Average
fixed
rate

 

 

 

Fair
value
losses

 

 

 

2015

 

2015

 

Expiry

 

2015

 

2014

 

2014

 

Expiry

 

2014

 

 

 

Rm

 

%

 

2015

 

Rm

 

Rm

 

%

 

2014

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments — held-for-trading

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pay fixed rate receive floating rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro*

 

 

 

 

 

98

 

2

 

25/05/2016

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

98

 

 

 

 

 

(3

)

 

The maturity profile of gross contract amounts of interest rate derivatives at 30 June were as follows:

 

 

 

Contract
amount

 

Within one
year

 

One to two
years

 

Two to three
years

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

2014

 

 

 

 

 

 

 

 

 

Derivative instruments — cash flow hedges

 

 

 

 

 

 

 

 

 

Pay fixed rate receive floating rate

 

 

 

 

 

 

 

 

 

Euro

 

98

 

25

 

24

 

49

 

 

 

98

 

25

 

24

 

49

 

 

 

Commodity price risk

 

A substantial proportion of our turnover is derived from sales of petroleum and petrochemical products.

 

Market prices for crude oil fluctuate because they are subject to international supply, demand and political factors. Our exposure to the crude oil price centres primarily around the crude oil related raw materials used in our Natref refinery and certain of our offshore operations, as well as on the selling price of the fuel marketed by our Energy business which is governed by the Basic Fuel Price (BFP) formula. Key factors in the BFP are the Mediterranean and Singapore or Mediterranean and Arab Gulf product prices for petrol and diesel, respectively.

 

For forecasting purposes, a US$1/barrel increase in the average annual crude oil price will impact profit from operations by approximately R811 million (US$64 million) in 2015. This is based on an average rand/US dollar exchange rate assumption of R12,65.

 

This calculation is done at a point in time and is based on a 12 month average oil price at a constant 12 month average exchange rate. It may be used a general rule but the sensitivity is not linear over large absolute changes in the oil price and hence applying it to these scenarios may lead to an incorrect reflection of the change in profit from operations.

 

153



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

64           Financial risk management and financial instruments continued

 

Sensitivity analysis

 

While demand is expected to grow through 2016, we anticipate that a further rise in the Organisation of the Petroleum Exporting Countries’ (OPEC) production (particularly from Saudi Arabia and post-sanctions Iran) will outweigh the expected fall in non-OPEC output. There appears to be a clear determination by OPEC to keep output levels elevated, and hence prices low, in the hope that cheaper oil will pressure high-cost US shale producers to reduce output. This is likely to result in a continued, though declining, surplus into 2017. Other issues that could impact oil prices in the short- to medium-term include geopolitical risk in the Middle East, general speculator activity, and a slower than expected increase in global demand growth. As a result, we anticipate a ‘lower-for-longer’ oil price environment, through until the end of calendar year 2017.

 

A 10 percent increase in the commodity prices at 30 June would have changed the fair value of commodity derivatives recognised in other operating costs in the income statement by the amounts shown below, before the effect of tax.  This is based on the underlying number of barrels of the derivatives outstanding at the end of the year. This analysis assumes that all other variables remain constant and should not be considered predictive of future performances. This calculation has also been performed on the same basis for 2014.

 

 

 

2015

 

2014

 

 

 

Rm

 

Rm

 

 

 

 

 

 

 

Crude oil

 

(164

)

(205

)

 

A 10% decrease in the commodity prices at 30 June would have the equal but opposite effect on the fair value amounts shown above, on the basis that all other variables remain constant.

 

The group makes use of derivative instruments of short duration as a means of mitigating price and timing risks on crude oil purchases and sales. In effecting these transactions, the business units concerned operate within procedures and policies designed to ensure that risks, including those relating to the default of counterparties, are minimised.

 

The group has previously entered into hedging contracts which provided downside protection against decreases in the Brent crude oil price. Conversely, Sasol will have incurred opportunity losses on the hedged portion of production should the monthly average oil price have exceeded a certain price per barrel. Together with the group’s other risk mitigation initiatives, such as cost containment, cash conservation and capital prioritisation, the group’s hedging strategy is considered in conjunction with these initiatives. The situation is monitored regularly to assess the appropriateness of oil price hedging as part of Sasol’s risk management activities. For the 2013, 2014 and 2015 financial years, Sasol did not enter into any strategic oil price hedging to protect revenues. The situation is monitored regularly to assess when a suitable time might be to enter into an appropriate hedge again in the future.

 

Dated Brent Crude prices applied during the year:

 

 

 

Dated Brent Crude

 

 

 

2015

 

2014

 

 

 

US$

 

US$

 

High

 

106,64

 

117,13

 

Average

 

73,46

 

109,40

 

Low

 

48,18

 

103,19

 

 

The following commodity derivative contracts were in place at 30 June:

 

 

 

Contract
amount

 

Fair Value
gain

 

Within one
year

 

Contract
amount

 

Fair value
loss

 

Within one
year

 

 

 

2015

 

2015

 

2015

 

2014

 

2014

 

2014

 

 

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

Commodity derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Futures

 

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil

 

1 667

 

27

 

27

 

1 958

 

(87

)

(87

)

 

154


 

64          Financial Instruments

 

The following table summarises the group’s classification of financial instruments.

 

 

 

 

 

Carrying value

 

 

 

 

 

 

 

At fair
value
through
profit and
loss

 

Available-
for-sale

 

Amortised
cost

 

Held-to-
maturity

 

Fair value
Total

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in listed securities

 

6

 

 

539

 

 

 

539

 

Investments in unlisted securities

 

6

 

 

206

 

 

 

206

 

Other long term investments

 

6

 

 

 

 

81

 

81

 

Long-term receivables

 

10

 

 

 

2 957

 

 

2 957

 

Derivative assets

 

11/16

 

124

 

 

 

 

124

 

Trade receivables

 

14

 

 

 

21 663

 

 

21 663

*

Other receivables

 

15

 

 

 

1 631

 

 

1631

*

Cash and cash equivalents

 

17

 

 

 

53 032

 

 

53 032

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Listed long-term debt (US Dollar Bond)

 

18

 

 

 

12 097

 

 

12 292

 

Unlisted long-term debt

 

18

 

 

 

29 969

 

 

30 574

 

Short term debt

 

24

 

 

 

534

 

 

534

*

Derivative liabilities

 

19/25

 

206

 

 

 

 

206

 

Trade payables and accrued expenses

 

29

 

 

 

20 278

 

 

20 278

*

Other payables

 

30

 

 

 

1 249

 

 

1 249

*

 

 

 

 

 

Carrying value

 

 

 

 

 

 

 

At fair
value
through
profit and
loss

 

Available-
for-sale

 

Amortised
cost

 

Held-to-
maturity

 

Fair value
Total

 

 

 

Note

 

Rm

 

Rm

 

Rm

 

Rm

 

Rm

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in listed securities

 

6

 

 

407

 

 

 

407

 

Investments in unlisted securities

 

6

 

43

 

221

 

 

 

 

264

 

Other long term investments

 

6

 

 

 

 

205

 

205

 

Long-term receivables

 

10

 

 

 

2 963

 

 

2 963

 

Financial assets (derivatives)

 

11/16

 

433

 

 

 

 

433

 

Trade receivables

 

14

 

 

 

22 637

 

 

22 637

*

Other receivables

 

15

 

 

 

3 839

 

 

3 839

*

Cash and cash equivalents

 

17

 

 

 

38 021

 

 

38 021

*

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Listed long-term debt (US Dollar Bond)

 

18

 

 

 

10 634

 

 

10 700

 

Unlisted long-term debt

 

18

 

 

 

15 287

 

 

15 831

 

Short-term debt

 

24

 

 

 

135

 

 

135

*

Derivative liabilities

 

19/25

 

463

 

 

 

 

463

 

Trade payables and accrued expenses

 

29

 

 

 

18 950

 

 

18 950

*

Other payables

 

30

 

 

 

904

 

 

904

*

 


* The fair value of these instruments approximates their carrying value, due to their short-term nature.

 

155



 

Sasol Limited group

Notes to the financial statements

Other disclosures

(continued)

 

64           Financial Instruments continued

 

The fair value of financial instruments reflects the amount that could be obtained to sell an asset or the amount that would be paid to transfer a liability in an orderly transaction between market participants.

 

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 2                    Inputs other than quoted prices that are observable for the asset or liability (directly or indirectly).

 

Level 3                    Inputs for the asset or liability that are unobservable.

 

156



 

Financial instrument

 

Fair value
30 June
2015

 

Valuation method

 

Significant inputs

 

Fair value
hierarchy of
inputs

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

Investments in listed securities

 

539

 

Quoted market price for the same instrument

 

Quoted market price for the same instrument

 

Level 1

 

Investments in unlisted securities

 

206

 

Discounted cash flow

 

Forecasted earnings, capital expenditure and debt cash flows of the underlying business, based on the forecasted assumptions of inflation, exchange rates, commodity prices etc. Appropriate WACC for the region.

 

Level 3

 

Other long-term investments

 

81

 

Discounted cash flow

 

Market related interest rates.

 

Level 3

 

Long term receivables

 

2 957

 

Discounted cash flow

 

Market related interest rates.

 

Level 3

 

Derivative assets

 

124

 

Forward rate interpolator model, appropriate currency specific discount curve

 

Forward exchange contracted rates, market foreign exchange rates, forward contract rates, market commodity prices

 

Level 2

 

Trade receivables

 

21 663

*

Discounted cash flow

 

Market related interest rates.

 

Level 3*

 

Other receivables

 

1631

*

Discounted cash flow

 

Market related interest rates.

 

Level 3*

 

Cash and cash equivalents

 

53 032

*

**

 

**

 

Level 1**

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

Listed long-term debt

 

12 292

 

Quoted market price for the same instrument

 

Quoted market price for the same instrument#

 

Level 1

 

Unlisted long-term debt

 

30 574

#

Discounted cash flow

 

Market related interest rates

 

Level 3

 

Short-term debt

 

534

*

Discounted cash flow

 

Market related interest rates

 

Level 3*

 

Derivative liabilities

 

206

 

Forward rate interpolator model, appropriate currency specific discount curve

 

Forward exchange contracted rates, market foreign exchange rates, forward contract rates, market commodity prices.

 

Level 2

 

Trade payables and accrued expenses

 

20 278

*

Discounted cash flow

 

Market related interest rates

 

Level 3*

 

Other payables

 

1 249

*

Discounted cash flow

 

Market related interest rates

 

Level 3*

 

 


*

The fair value of these instruments approximates their carrying value, due to their short-term nature.

**

The carrying value of cash is considered to reflect its fair value.

#

A change of one percent of the market related interest rates would have increased/(decreased) the fair value by R420 million.

 

157



EX-99.2 10 a2225938zex-99_2.htm EX-99.2

Exhibit 99.2

 

Corporate governance report

 

Sound corporate governance is the foundation of a sustainable business and pivotal in making Sasol a great company that delivers long-term value to our shareholders and employees; a company that has a positive association with all its stakeholders. As a values-based organisation, Sasol is committed to high standards of business integrity and ethics in all our activities.

 

Sasol’s ordinary shares and Sasol BEE ordinary shares are listed on the Johannesburg Stock Exchange operated by the JSE Limited (JSE). Sasol is also listed on the New York Stock Exchange (NYSE) for the purpose of registering the company’s American Depositary Shares with the United States (US) Securities and Exchange Commission (SEC). Accordingly, the company is subject to and has implemented controls to provide reasonable assurance of its compliance with all relevant requirements in respect of its listings.

 

During the year under review, Sasol applied all the principles of the King Code of Governance Principles for South Africa (King III Code). A statement on Sasol’s application of the principles of the King III Code is available on www.sasol.com. A comparison of Sasol’s corporate governance practices to the requirements imposed on domestic US companies listed on the NYSE also confirms that the company complies in most significant respects with these governance standards. There are no significant differences to report.

 

The board of directors of Sasol Limited (the Board), supported by the Nomination, Governance, Social and Ethics Committee, reviews and benchmarks the group’s governance structures and processes to ensure they support effective and ethical leadership, good corporate citizenship and sustainability and are applied in the best interests of Sasol and its stakeholders.

 

Governance framework

 

The Board provides effective leadership in the best interest of Sasol and is responsible for the strategic direction and control of the company. The Board exercises this control by way of a governance framework, which includes detailed reporting to the Board and its Committees, effective delegation, risk management and a system of assurances regarding financial reporting and internal controls.

 

 



 

 

Effective leadership and corporate citizenship

Role and responsibilities of the Board

 

The Board has determined its main function and responsibility to be to add significant value to the company and to ensure long- term shareholder value within the powers the memorandum of incorporation confers on it. The Board is satisfied that it fulfilled all its duties and obligations during the past financial year.

 

The Board charter sets out the practices and processes to enable the Board to discharge its responsibilities. The Board charter specifies, amongst others, the demarcation of the roles, functions, responsibilities and powers of the Board, its directors and other officials and the executives of the company. It also outlines the policies and practices of the Board on matters such as corporate governance, directors’ dealings in the securities of the company, declarations of conflicts of interest, and the nomination, appointment, induction, training and evaluation of directors and members of Board Committees.

 

The Board regularly reviews those matters reserved for Board decision-making and brings independent, informed and effective judgment and leadership to bear on material decisions reserved for the Board. The President and Chief Executive Officer has been delegated authority to take all decisions, not expressly reserved by the Board, consistent with the primary aim of enhancing long- term shareholder value. He remains accountable to the Board for the authority delegated to him and for the performance of Sasol.

 

The strategic objectives of the company and ensuring that strategy, risk, performance and sustainability considerations are effectively integrated and appropriately balanced remain the main focus of the Board. The governance framework ensures that the Board monitors the implementation of the strategies, decisions, values and policies by the Board Committees, executive management and group entities.

 

The Board and any director is entitled to seek independent professional advice concerning the company’s affairs at Sasol’s expense, and to gain access to any information they may require in discharging their duties as directors.

 

The Board charter is available on Sasol’s website, at http://www.sasol.com/investor-centre/corporate-governance/board-charter, together with the company’s memorandum of incorporation at http://www.sasol.com/investor-centre/corporate-governance/ memorandum-incorporation.

 

Board Committees

 

The Board ensures that the company’s Audit Committee, Remuneration Committee, Risk and Safety, Health and Environment (SHE) Committee, Nomination, Governance, Social and Ethics Committee and Capital Investment Committee, established to assist the Board in discharging its responsibilities, execute their mandates effectively and independently.

 

The Committees play an important role in enhancing standards of governance and effectiveness within the group. They assist the Board in exercising its authority, including monitoring performance against set standards and providing assurance on the internal control environment within the group. The office of the Company Secretary acts as the secretariat for each of the Committees and Committee papers and minutes are available to all members of the Board.

 

In line with statutory requirements, shareholders elect the members of the Audit Committee on recommendation of the Board, and the Board appoints the members of all its other Committees. The President and Chief Executive Officer is not a member of the Audit, Remuneration and Nomination, Governance, Social and Ethics Committees, but attends all Committee meetings by invitation. He is requested to leave the meeting, where appropriate, before any decisions are made that relate to him personally.

 

1



 

 


(1)Also a member of the Risk and SHE Committee (2)Appointed 26 September 2014 (3)Resigned 26 September 2014 (4)Also a member of the Audit Committee (5)Appointed 5 September 2014 (6)Resigned 28 February 2015 (7)Appointed 1 March 2015 (8)Established and members appointed 24 August 2015

 

All Committees may obtain external or other independent professional advice they consider necessary to discharge their duties.

 

The terms of reference of the Board and statutory Committees are stated in the Board charter and are reviewed annually, brief summaries of which are reflected below. The complete terms of reference of the Committees are available on Sasol’s website, http://www.sasol.com/investor-centre/corporate-governance/board-charter.

 

2



 

 

Audit Committee

 

The Audit Committee’s report sets out the duties assigned to the Committee by the Board and the execution by the Committee of its statutory duties.

 

All Audit Committee members are financially literate and most have extensive Audit Committee experience. The Chairman of the Board, the President and Chief Executive Officer, the Chief Financial Officer, the Chief Assurance Officer, the Senior Vice President: Risk and SHE and the external auditors attend Audit Committee meetings by invitation.

 

To ensure greater integration between the work of the Audit Committee and the Risk and SHE Committee, particularly for purposes of integrated reporting and the application of combined assurance, the Chairmen of the two Committees are members of the other Committee, respectively. The Committee is an integral part of the risk management process. In this regard the Committee considers and reviews the findings and recommendations of the Risk and SHE Committee in so far as they are relevant to the functions of the Audit Committee.

 

The Audit Committee meets regularly, jointly and separately, with executive management, the external auditor and the Chief Assurance Officer to consider risk assessment and management, to review the audit plans of the external auditors and Chief Assurance Officer and to review accounting, auditing, financial reporting, corporate governance and compliance matters.

 

Adequate processes and structures have been implemented to assist the Audit Committee in providing oversight and ensuring the integrity of financial reporting, internal control and other governance matters relating to subsidiaries. The Combined Assurance and Disclosure Committee, a subcommittee of the Group Executive Committee, provides management oversight, assurance and alignment on group-wide, high risk activities and is responsible for ensuring that the information publicly disclosed complies with requirements of the JSE, NYSE and SEC rules. Material matters of concern are also reported to the Audit Committee.

 

Remuneration Committee

 

The key objective of the Remuneration Committee is to ensure that remuneration is competitive, globally applicable and sustainable. It has to stimulate a performance-driven culture over the short term and long term yet align with shareholders’ interests.

 

The functions and terms of reference of the Remuneration Committee, as well as directors’ remuneration and other relevant remuneration information are available in the remuneration report, in the annual financial statements.

 

The President and Chief Executive Officer, Executive Director: Strategy and Sustainability and executives responsible for remuneration attend the Committee’s meetings by invitation, but recuse themselves before any decisions are made.

 

Risk and SHE Committee

 

Although the Board retains overall accountability for the governance of risk and the company’s top risk profile, it has delegated oversight of Sasol’s risk management activities to the Risk and SHE Committee. The Risk and SHE Committee and the Audit Committee work closely to ensure that the risk management processes comply with the relevant governance requirements and standards and are implemented successfully.

 

The Committee’s functions include the review and assessment of the integrity of the company’s risk management processes, including safety, health, environmental and sustainability risk.

 

The Committee reports its findings and recommendations to the Audit Committee and the Board in respect of material risks as well as the company’s policies on risk assessment and risk management that may have an impact on the financial statements. The Committee also reviews the disclosure of sustainable matters in the annual reports and advises the Audit Committee to enable the latter to provide assurance to the Board that the disclosure is reliable and does not conflict with the financial information.

 

3



 

Nomination, Governance, Social and Ethics Committee

 

The Nomination, Governance, Social and Ethics Committee performs the responsibilities of a Nomination and Governance Committee as well as a Social and Ethics Committee as required in terms of the South African Companies Act.

 

The Nomination, Governance, Social and Ethics Committee’s functions include reviewing and making recommendations to the Board on:

 

·        the extent to which the company’s general corporate governance mechanisms and framework are appropriate and effective;

 

·        the composition and performance of the Board, individual directors and its Committees and ensuring continuous professional development of directors;

 

·        appointment or re-appointment of directors and members of the Group Executive Committee, and the balance between executive and non-executive directors, taking into consideration their independence;

 

·        succession planning for the Chairman and the President and Chief Executive Officer; and

 

·        legal compliance and the company’s ethics policy and programmes.

 

In performing the role of a Social and Ethics Committee, the Committee relies on the work and reports of employees, advisors and other Committees of the Board with responsibility for any function falling within the role of the Committee.

 

Capital Investment Committee

 

The Capital Investment Committee is a newly constituted Committee of the Board and commenced with its activities in the 2016 financial year. It convenes as and when required to evaluate capital and other investments, mergers and acquisitions, proposed joint ventures, divestitures and plant closures prior to approval by the Board.

 

The Committee is also responsible for monitoring Board approved capital projects and other investments and matters falling into the above categories.

 

Our directors

 

The Board remains focussed on enhancing the diversity of directors’ perspectives. Directors are chosen for their corporate leadership skills, experience and expertise. Diversity in gender and race, as well as in business, geographic and academic backgrounds and experience are considered.

 

The right blend of skills and experience is crucial in ensuring the attainment of long-term value for Sasol’s shareholders.

 

In support of this aim, Sasol announced the appointment of Ms Nomgando Matyumza as independent non-executive director with effect from 8 September 2014 and appointed her as a member of the Audit Committee.

 

During this period the Board also appointed Mr Bongani Nqwababa, previously an independent non-executive director and member of the Audit Committee, as executive director and Chief Financial Officer of Sasol Limited. Mr Paul Victor, executive director and acting Chief Financial Officer stepped down upon Mr Nqwababa’s assumption of office. Mr Nqwababa is a chartered accountant and has a 13-year track record as an accounting executive.

 

Induction, training and development

 

Newly appointed directors are inducted under the guidance of the Company Secretary. They are apprised of the company’s business, board matters, their duties and responsibilities as directors and are given the opportunity to visit Sasol’s plants and operations. The Board recognises that the development of industry and group knowledge is a continuous process and directors are briefed on legal developments and changes in the risk and general business environment on an ongoing basis.

 

4



 

 

Composition

 

The Board ensures that it has the right balance of skills, experience, independence and business knowledge necessary to discharge its responsibilities in keeping with the highest standards of governance. In terms of our memorandum of incorporation, the Board shall consist of a maximum of 16 directors. Up to five may be executive directors. In the Board’s assessment, all appointed directors have the relevant knowledge, skills and experience to make a meaningful contribution to the business of the company.

 

GRAPHIC

 


(1)President and CEO (2)Independent non-executive director until 26 September 2014 — appointed as CFO 1 March 2015

(3)Acting CFO — resigned 28 February 2015 (4)Chairman (5)Lead Independent Director (6)Appointed 8 September 2015

 

In terms of the company’s memorandum of incorporation, one-third of directors must retire at every annual general meeting and are eligible for re-election. A director is required to retire at the end of the calendar year in which he or she turns 70, provided that the Board may on an annual basis extend a director’s term of office, but not beyond the end of the year he turns 73. Prof JE Schrempp reached retirement age in 2014, but the Board extended his term until the end of 2015 to ensure continuity and transfer of skills on the Board. Prof Schrempp will step down at the 2015 annual general meeting, after serving on our Board for more than 18 years.

 

5



 

Chairman and Lead Independent Director

 

Our Chairman, Dr MSV Gantsho, is an independent non-executive director. The offices of Chairman and President and Chief Executive Officer are separate. The roles of the Chairman and the Lead Independent Director are described in the Board charter.

 

The appointment and performance of the Chairman and Lead Independent Director are reviewed annually. The Board and the Nomination, Governance, Social and Ethics Committee are responsible for succession planning for the position of the Chairman. The Lead Independent Director guides this process.

 

Independence, dealing in Sasol securities and conflict of interest

 

Aligned to the Board’s policy, which is based on the applicable corporate governance requirements, the independence of directors is evaluated by the Nomination, Governance, Social and Ethics Committee and the Board when a director is first appointed, annually or at any other time when a director’s circumstances change and warrant re-evaluation. The Board has determined that all the non- executive directors are independent in accordance with the King III Code and the rules of the NYSE.

 

The independence of our non-executive directors in office for more than 9 years, namely Dr MSV Gantsho, Ms IN Mkhize, Prof JE Schrempp and Mr HG Dijkgraaf, has been re-confirmed after taking into account among other considerations, the extent to which the diversity of their views, skills and experience continue to enhance the Board’s effectiveness. The Board is of the view that all non-executive directors exercise their judgement independently at all times.

 

Our directors, executives and senior employees are prohibited from dealing in Sasol securities during certain prescribed periods. The Company Secretary regularly informs directors, executives and senior employees of the insider trading legislation and advises them of closed periods. A report on directors’ dealings in Sasol’s shares is tabled at each Board meeting and is disclosed in terms of the applicable JSE and NYSE listings requirements.

 

Evaluation

 

The Nomination, Governance, Social and Ethics Committee facilitate the annual evaluation of the effectiveness and performance of the Board, its Committees and the individual directors. The Chairman of the Board, through the Nomination, Governance, Social and Ethics Committee and assisted by the Company Secretary, leads the evaluation process. After an evaluation of the self-assessment methodology and the value likely to be derived from an external assessment relative to its costs, the Nomination, Governance, Social and Ethics Committee decided not to commission an independent assessment in the 2015 financial year, and a self- assessment, by way of individual questionnaires and interviews by the Chairman, was performed. No major concerns were raised by any director in respect of the functioning of the Board or any of its Committees. However, Board and Committee meeting processes are continuously reviewed and enhanced to ensure the effective functioning of the Board and its Committees.

 

Directors’ other commitments, such as other directorships, are specifically considered by the Nomination, Governance, Social and Ethics Committee and the Board to determine whether each director has sufficient time to discharge his or her duties effectively and is free from conflicts that cannot be managed satisfactorily. Should the Committee be of the view that a director is over committed or has an unmanageable conflict, the Chairman will meet with that director to discuss the resolution of the matter to the satisfaction of the Committee.

 

The Lead Independent Director is responsible for ensuring that the performance of the Chairman is evaluated annually, which was done during the year under review.

 

6


 

 

Board and Committee meetings and attendance

 

The directors, as members of the Board and Board Committees, meet as often as necessary to fulfil their role. The Board met eight times during the financial year. Attendance at Board and Board Committees during the financial year ended 30 June 2015 is set out in the table below:

 

 

 

Board

 

Audit Committee

 

Nomination,
Governance,
Social and Ethics
Committee

 

Remuneration
Committee

 

Risk and SHE
Committee

 

 

 

A

 

B

 

A

 

B

 

A

 

B

 

A

 

B

 

A

 

B

 

C Beggs

 

8

 

8

 

5

 

5

 

 

 

 

 

5

 

5

 

DE Constable

 

8

 

8

 

 

 

 

 

 

 

5

 

5

 

HG Dijkgraaf

 

8

 

8

 

 

 

4

 

4

 

4

 

4

 

5

 

5

 

VN Fakude

 

8

 

8

 

 

 

 

 

 

 

5

 

5

 

MSV Gantsho

 

8

 

8

 

 

 

4

 

4

 

4

 

4

 

5

 

5

 

IN Mkhize

 

8

 

8

 

5

 

5

 

 

 

4

 

4

 

5

 

5

 

NNA Matyumza

 

7

 

7

 

4

 

4

 

 

 

 

 

 

 

ZM Mkhize

 

8

 

8

 

 

 

4

 

4

 

 

 

 

 

MJN Njeke

 

8

 

7

(1)

5

 

3

(2)

 

 

 

 

 

 

B Nqwababa

 

4

 

4

 

1

 

1

 

 

 

 

 

2

 

2

 

PJ Robertson

 

8

 

8

 

 

 

 

 

4

 

4

 

4

 

4

 

JE Schrempp

 

8

 

8

 

 

 

4

 

4

 

4

 

4

 

 

 

P Victor

 

5

 

5

 

 

 

 

 

 

 

3

 

3

 

S Westwell

 

8

 

8

 

5

 

4

(1)

 

 

 

 

5

 

5

 

 


Column A — number of meetings held during the period the director was a member

Column B — number of meetings attended during the period the director was a member

*Capital Investment Committee only established in the financial year ending 30 June 2016

(1)absent with apology due to family bereavement (2)absent with apology due to family bereavement: 5 March 2015; absent with apology: 18 November 2014 Board meetings: 5 September 2014, 24 October 2014, 20 November 2014, 21 November 2014, 16 February 2015, 6 March 2015, 4 June 2015, 5 June 2015

 

Directors’ profiles are reflected in the annual integrated report and accompany the notice of the annual general meeting.

 

President and Chief Executive Officer

 

Mr DE Constable is the President and Chief Executive Officer of Sasol. He is Sasol’s highest executive decision-making functionary, delegated with authority by the Board and accountable for the successful implementation of the group strategy and the overall management and performance of Sasol, with the primary aim of enhancing long-term shareholder value.

 

The role and function of the President and Chief Executive Officer are detailed in the Board charter.

 

In terms of Sasol’s memorandum of incorporation, the Board appoints the President and Chief Executive Officer. The appointment is made on recommendation of the Nomination, Governance, Social and Ethics Committee. Mr DE Constable has informed Sasol that he is not available for an additional term after his term comes to an end on 30 June 2016. He will act as advisor to Sasol for a further 12 months after that date.

 

The Board, supported by the Nomination, Governance, Social and Ethics Committee, is responsible for ensuring that succession plans are in place for the President and Chief Executive Officer and other members of the Group Executive Committee.

 

Group Executive

 

The Group Executive Committee is the highest collective executive decision-making body in Sasol’s governance structure. The Group Executive Committee members support the President and Chief Executive Officer, as individuals and as a group, in executing the Board’s mandate for the management of the business of Sasol and derive their authority from the President and Chief Executive Officer.

 

7



 

Group executive subcommittees have been established with specific focus areas to support the Group Executive Committee in managing the business of Sasol.

 

The Board appoints Group Executive Committee members on the recommendation of the President and Chief Executive Officer and the Nomination, Governance, Social and Ethics Committee.

 

Company Secretary

 

Mr VD Kahla, the Executive Vice President: Advisory and Assurance, is our Company Secretary. The Board appointed him in accordance with the South African Companies Act. Having considered his competence, qualifications and experience at its meeting held on 4 September 2015, the Board is satisfied that he is competent and has the appropriate qualifications and experience to serve as the Company Secretary. Mr Kahla holds BA and LLB degrees and has a 16-year track record as a legal advisor and governance practitioner in both the private and public sectors.

 

The Company Secretary is not a director but is a member of the Group Executive Committee and, in his capacity as an Executive Vice President, reports to the President and Chief Executive Officer. The role and responsibilities of the Company Secretary are described in the Board charter.

 

The Board considered the interactions between the Company Secretary and the Board during the past year, and is satisfied that there is an arms-length relationship between the Board and the Company Secretary.

 

Subsidiaries

 

The necessary framework, systems, policies and processes are in place to ensure all entities in the Sasol group adhere to essential group requirements and minimum governance standards. As a direct or indirect shareholder, the company exercises its rights and is involved in the decision-making of its subsidiaries on material matters to ensure its best interests are advanced.

 

Sasol implemented a new operating model supported by a revised governance framework in July 2014.

 

In line with our goal to achieve focused accountability under the new governance framework and to ensure effective decision- making, the subsidiary boards have delegated all authority to the Group Executive Committee, its subcommittees and individuals within Sasol, with the exception of decisions which cannot by law be delegated and those matters reserved for decision-making by the Sasol Limited Board.

 

During the year under review, Sasol South Africa (Pty) Ltd fulfilled the role of Company Secretary of all South African subsidiaries. Sasol’s company secretarial department, which is staffed by suitably qualified and experienced individuals, discharges the duty of Company Secretary according to the requirements of the South African Companies Act and the King III Code. Outside of South Africa, local legal advisors ensure that good governance practices are maintained in the various jurisdictions.

 

Internal control and combined assurance

 

The directors are ultimately responsible for Sasol’s system of internal control, designed to identify, evaluate, manage and provide reasonable assurance against material misstatement and loss.

 

Sasol maintains a system of internal financial control that is designed to provide assurances on the maintenance of proper accounting records and the reliability of financial information used within the business and for publication. The system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

 

The internal control and combined assurance system consists of a documented organisational structure and reasonable division of responsibility, policies and procedures, including a code of conduct to foster a strong ethical climate and mechanisms to ensure compliance. Management identifies and controls key risks facing the group by means of a risk framework determined by the Risk and SHE Committee, and the process is monitored and evaluated under the direction of internal audit.

 

Sasol, as a foreign private issuer on the NYSE, is subject to and complies with, sections 302 and 404 of the Sarbanes-Oxley Act, 2002. More information is included in Sasol’s annual report on Form 20-F filed annually with the SEC and available on www.sasol.com.

 

The Board reviewed the effectiveness of controls for the year ended 30 June 2015, principally through a process of management self-assessment, including formal confirmation from executive management. The Board also considered reports from internal audit, the external auditor and other assurance providers, such as the compliance and risk management functions.

 

Disclosure and reporting

 

The Board governs the disclosure control processes of the group, including the integrity of Sasol’s annual reports, the annual financial statements and reporting on the effectiveness of the company’s system of internal controls.

 

External disclosure and reporting by subsidiaries are managed at group level and included in consolidated reporting for the Sasol group.

 

8



 

 

The Combined Assurance and Disclosure Committee, supported by the Disclosure Working Group, performed an oversight role in terms of compliance with the disclosure requirements of the JSE, the NYSE and the SEC. The disclosure controls and processes in place to comply with section 302 and 404 of the Sarbanes-Oxley Act, 2002 are subject to internal and external audit assessment. The company’s disclosure controls and procedures ensure the accurate and timely disclosure of information that may have a material effect on the value of Sasol securities or that may influence investment decisions of shareholders, the financial community and the investor community.

 

Internal audit

 

The Board ensures that there is an effective risk-based internal audit process and function.

 

Sasol has an internal audit function that covers its global operations. Internal audit is responsible for’ amongst others, assisting the Board and management in maintaining an effective internal control environment, ensuring the integration of assurance provided and monitoring the adequacy and effectiveness of combined assurance over Sasol’s risk management processes.

 

The internal audit function reports directly to the Audit Committee in terms of the Committee’s mandate to evaluate the effectiveness of internal control. The charter of the internal audit function gives the Chief Assurance Officer direct access to the Chairman of the Audit Committee, the Chairmen of other Board Committees, the President and Chief Executive Officer and the Chief Financial Officer. The Chief Assurance Officer reports administratively to the Executive Vice President: Advisory and Assurance.

 

The Chief Assurance Officer has unfettered access to Board and Committee minutes and submissions and risk registers of Sasol’s businesses and operations and attends executive management meetings as and when required. Internal auditors may ask to attend an executive management meeting if required in the execution of their duties.

 

The annual audit plan, updated as appropriate to ensure it is responsive to change, is based on an assessment of risk areas identified by internal audit and management, as well as focus areas highlighted by the Audit Committee, Group Executive Committee and management. The Audit Committee approved internal audit’s quality assurance and improvement plan and its risk-based audit plan for 2015.

 

Internal audit reports on and presents material findings to the Combined Assurance and Disclosure Committee and the Audit Committee quarterly. Follow-up audits are conducted in areas where significant internal control weaknesses are found.

 

The internal audit function is required to undergo an independent quality review at least every four years. An international external audit firm conducted a quality assessment review of Sasol’s internal audit function during 2014 and concluded that the internal audit function conformed to the standards of the Institute of Internal Auditors. The maturity of the internal audit function was assessed as a significantly leading edge function. The next external quality assessment is planned to be executed in 2018.

 

Sasol’s systems of internal control and risk management, including the design, implementation and effectiveness of internal financial control, were reviewed in 2015. Based on the findings of the review, and considering information and explanations provided by management and discussions with the external auditor on the results of the audit, the Chief Assurance Officer concluded that Sasol’s system of internal control and risk management is effective and that the internal financial controls form a sound basis for the preparation of reliable financial statements.

 

Risk management

 

Risk is dealt with comprehensively within the Sasol group by ensuring the implementation of a policy and risk process for a structured approach to evaluate and improve the effectiveness of risk management. Assurance is obtained through internal control, compliance and governance processes.

 

Sasol’s enterprise risk management approach includes the determination and development of risk profiles in relation to its areas of business and operations. Sasol’s risk philosophy, strategy and policy provide the principles that direct and guide risk management activities. Risk management maturity assessments are conducted periodically to determine the maturity levels of risk management across the group.

 

The main objective of Sasol’s enterprise risk management process is effective risk management in pursuit of its strategic objectives, with the ultimate aim to enhance shareholder value sustainably and understanding the risks associated with our business and managing them proactively and effectively within our risk appetite, in order to optimise business returns.

 

Top risks that may impact the company’s ability to achieve its strategic objectives, or may result in the company exceeding its risk appetite and/ or tolerance levels, are managed at a group level. These risks are reviewed quarterly by the Risk and SHE Committee. Assurance over controls relating to top risks is obtained through the combined assurance management process.

 

For a more comprehensive report on Sasol’s enterprise risk management processes and material risks identified, refer to the annual integrated report.

 

9



 

Information technology

 

Information technology is essential to manage the business, operations, information and knowledge necessary to initiate and sustain the company. The Board is responsible for information technology (IT) governance, based on control objectives for Information and related technologies (CoBIT) principles.

 

The Audit Committee and Risk and SHE Committee assist the Board in overseeing information management (IM) performance, which includes IT, against an approved governance framework. Assurance is provided that IT controls in place are effective, IT risks are addressed and the return on major IT investments, aligned to Sasol’s strategy, is monitored.

 

External auditors and internal audit perform assessments as part of their audit of IM and IT related controls. All significant IM and IT related audit findings are reported to the Board and managed accordingly. The IM risk management framework is aligned to the group risk management framework, including disaster recovery measures. All technology solutions impacting financial reporting are part of the internal and external auditing scope.

 

Compliance with laws, rules, codes and standards

 

Sasol policy requires all group companies and their directors and employees to comply with all applicable laws. Legal compliance systems and processes are in place and are continuously improved to mitigate the risk of non-compliance with the laws in the various jurisdictions in which Sasol does business.

 

The Board is responsible for satisfying itself that Sasol is governed effectively in accordance with good corporate governance practice, including risk and legal compliance management, appropriate and relevant non-binding industry rules, codes and standards, and internal control systems.

 

Specific areas of law have been identified as key group legal compliance risk areas and risk mitigation and control steps have been identified for each of these areas. Important key risk areas are competition law, anti-bribery and anti-corruption laws, sanction laws, and safety, health and environmental laws.

 

The Board and its Committees continue to monitor the implementation of the company’s legal compliance policy and processes closely. The Combined Assurance and Disclosure Committee oversees the group’s legal compliance programme. The Nomination, Governance, Social and Ethics Committee receives regular reports on compliance matters and to the extent that legal and regulatory matters have an impact on the financial statements, risk management or sustainability, reports are presented to the Risk and SHE Committee, as well as the Audit Committee, as appropriate.

 

Sustainability and social responsibilities

 

The Board oversees sustainable development through the reports presented to it and its Committees, notably the Audit Committee, Risk and SHE Committee and the Nomination, Governance, Social and Ethics Committee. The Audit Committee, together with the Risk and SHE Committee, is responsible for overseeing the provision of assurance over sustainability issues.

 

In executing its social and ethics responsibilities as required in terms of the South African Companies Act, the Nomination, Governance, Social and Ethics Committee considered and monitored Sasol’s activities during the period under review, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to:

 

·        social and economic development, including Sasol’s compliance with the goals and purposes of the Organisation for Economic Co-operation and Development recommendations regarding corruption as well as the 10 principles set out in the United Nations Global Compact;

 

·        Sasol’s progress in terms of the South African Employment Equity Act, No 55 of 1998 and standing in terms of the South African Broad-Based Black Economic Empowerment (B-BBEE) Act, No 53 of 2003, including Sasol’s proposed response to the revised B-BBEE Codes;

 

·        stakeholder relationships and the governance of the group’s stakeholder engagement activities;

 

·        good corporate citizenship with an emphasis on Sasol’s corporate social responsibility and global programmes embarked on within the focus areas of education, skills development, environment, community development and employee volunteerism;

 

·        consumer relationships, including Sasol’s advertising, public relations and compliance with consumer protection laws; and

 

·        labour and employment activities, taking into consideration employment relationships, the International Labour Organization Protocol on decent work and working conditions, Sasol’s contribution toward the educational development of its employees, gender diversity, women empowerment and organised labour.

 

Sasol has established participative structures on issues that affect employees directly and materially and is committed to promoting equal opportunities and fair employment practices regardless of employees’ ethnic origin or gender. Several programmes have been implemented to ensure practical application of Sasol’s commitment to worker participation and employment equity, while maintaining the company’s high standards and statutory compliance.

 

10



 

 

The Nomination, Governance, Social and Ethics Committee approved Sasol’s revised code of ethics in June 2015, emphasising that ethical behaviour in everything Sasol does is an essential building block to embed a values-driven organisation and high performance  culture.

 

The Board has delegated responsibility for all environmental, health and public safety matters, including the impact of the company’s activities and of its products or services on stakeholders, to the Risk and SHE Committee. Accordingly, the Nomination, Governance, Social and Ethics Committee noted the reports relating to those matters that were submitted to the Risk and SHE Committee.

 

Details on our sustainability, including social and ethics matters, are provided in the annual integrated report and on our website at www.sasol.com.

 

Stakeholder management

 

The Board, assisted by the Nomination, Governance, Social and Ethics Committee is responsible for monitoring the relationship between management and the stakeholders of the company and ensuring that disputes are resolved as effectively, efficiently and expeditiously as possible.

 

Sasol strives to ensure a systematic and integrated approach to stakeholder engagement across the group. Through regular reporting to the Nomination, Governance, Social and Ethics Committee, the Board is equipped with the necessary information to enable it to take the legitimate interests and expectations of stakeholders into account in its decision-making.

 

Sasol’s strategy and performance are regularly presented to analysts, institutional investors and the media. To ensure the company communicates with its smaller shareholders and those stakeholders who lack access to electronic media, the company publishes and reports on details of its corporate actions and performance in the main South African daily newspapers. Sasol also publishes its most recent financial and operational performance and provides recent historical information, including its annual reports, on www.sasol.com.

 

All shareholders are invited to attend the company’s annual general meeting. Sasol also facilitates participation by way of focussed proxy solicitation and electronic participation.

 

More information on Sasol’s stakeholder management approach is included in Sasol’s annual integrated report and our website.

 

In terms of the Promotion of Access to Information Act, 2000, Sasol considers and responds to all requests for access to records. Appropriate engagement with requesting parties is ensured without compromising Sasol’s rights with respect to the protection of certain information. During the year Sasol refused one request in accordance with the provisions of the legislation and granted one request.

 

Ethics

 

The Board determines Sasol’s values, including principles of ethical business practice and the requirements of being a responsible corporate citizen and ensures communication throughout the group. The Board, through the Nomination, Governance, Social and Ethics Committee, oversees the implementation of the ethics programme.

 

Sasol has, with effect from 1 July 2015, adopted a revised code of ethics that applies to all of our directors, officers and employees. Our revised code of ethics consists of the same four fundamental ethical principles — responsibility, honesty, fairness and respect — contained in the initial code. The revised code includes a commitment to conduct our business with due regard to the interests of all our stakeholders and the environment. It embodies a requirement of compliance with all applicable laws and regulations as a minimum standard and guides Sasol’s interaction with all government representatives. The code prohibits contributions to political parties or government officials. The code is available on Sasol’s website  at  http://www.sasol.com/sustainability/ethics.

 

Sasol also commenced the implementation of a supplier code of ethics with effect from 1 July 2015. In terms of the supplier code, all service providers are required to adhere to Sasol’s ethical principles of responsibility, honesty, fairness and respect.

 

Employee performance is assessed, amongst others, against Sasol’s values.

 

Sasol operates an independent ethics reporting telephone line through an external service provider. This confidential and anonymous ethics hotline provides an impartial facility for all stakeholders to report deviations from ethical behaviour, including fraud, unsafe behaviour, environmental concerns, and accounting and financial reporting irregularities. These calls are monitored and the progress on their resolution is reported to the Nomination, Governance, Social and Ethics Committee and, in respect of matters that may have an impact on the financial statements and the financial reporting system, to the Audit Committee.

 

11



EX-99.3 11 a2225938zex-99_3.htm EX-99.3

Exhibit 99.3

 

Sasol Limited group

Remuneration report

 

Remuneration report 2015

 

Dear shareholder

 

The Remuneration Committee (“the committee”)’s key objectives are to ensure that remuneration is competitive, globally applicable and sustainable. It has to stimulate a performance-driven culture over the short-term and long-term and align with shareholders’ interests. The policy should furthermore not be overly complex and should be transparent and easy to maintain.

 

The Committee again consulted various stakeholders on the features of Sasol’s remuneration policy. This input has been taken into account in designing a number of changes to our policy of which some will take effect from FY16. The committee, acting on behalf of the Sasol Limited Board, is of the view that the Sasol remuneration policy encapsulates a balanced package of reward practices which compares favourably with competitors, supports our employee value proposition and enables management to attract and retain the best talent to achieve our business goals and aspirations.

 

In this report, we present you with our remuneration policy as it applied to FY15, and report on remuneration outcomes for this year. In the table below we highlight some important policy changes as they were applied during FY15 together with the enhancements for FY16.

 

Remuneration

 

 

 

 

Component

 

FY15

 

FY16

Comparator group used for executive remuneration benchmarking purposes

 

Combination of South African and global companies:

 

Combination of South African and global companies more suited in terms of market capitalisation and business models:

 

 

1. Anglo American

 

1. Anglo American

 

 

2. AngloGold Ashanti

 

2. AngloGold Ashanti

 

 

3. BHP Billiton

 

3. BASF

 

 

4. BP

 

4. BG Group*

 

 

5. Chevron

 

5. BHP Billiton

 

 

6. ConocoPhillips

 

6. BP

 

 

7. ExxonMobil

 

7. Dow Chemical

 

 

8. Gold Fields

 

8. ENI

 

 

9. SAB Miller

 

9. Gold Fields

 

 

10. Sappi

 

10. Hess

 

 

11. Shell

 

11. Imperial Oil

 

 

12. Total

 

12. Lyondellbasell Industries

 

 

 

 

13. Marathon Petroleum

 

 

 

 

14. Mondi

 

 

 

 

15. MTN Group

 

 

 

 

16. Occidental Petroleum

 

 

 

 

17. Phillips 66

 

 

 

 

18. SAB Miller

 

 

 

 

*To be replaced

 

 

 

 

 

Base Pay

 

Introduction of broad pay bands for greatly reduced number of job levels

 

The introduction of a new comparator group in terms of sector and the company’s market capitalisation.

 

1



 

Remuneration

 

 

 

 

Component

 

FY15

 

FY16

Short-Term Incentive (STI) Plan

 

·        Targets linked to individual performance more broadly implemented throughout the Group.

 

·        Revised Group Performance Targets to align with business plan and Business Performance Enhancement Programme targets.

 

 

·        Changed from EBITDA to Headline Earnings.

 

·        Further reduced weighting on growth in Headline Earnings.

 

 

·        Reduced weighting linked to earnings targets; yet retained these to ensure that there are still financial targets that will fund the incentive pay out.

 

 

 

 

 

 

 

Long-Term Incentive (LTI) Plan

 

·        100% of units granted to GEC members carry Corporate Performance Targets (CPTs).

 

·        TSR comparators to include the MSCI Chemicals Index and exclude JSE RESI10.

 

 

·        Greater stretch in the targets.

 

·        Further stretch built into the Corporate Performance Targets.

 

 

·        Introduction of dividend equivalents with respect to vested units.

 

·        Introduction of a 2 year holding period after the vesting period for executives.

 

 

 

 

·        Termination of accelerated vesting principles for executives leaving Sasol for reasons of retrenchment or retirement.

 

 

 

 

 

Share Ownership guideline

 

·        Introduced for Executive Directors

 

 

 

The committee solicits and appreciates your support for Sasol’s remuneration policy.

 

Henk Dijkgraaf (Chairman)

 

Mandla Gantsho

Peter Robertson

Imogen Mkhize

Jürgen Schrempp

 

2



 

Introduction

 

With the aim of enhancing transparency, this remuneration report is split into three sections covering the following matters:

 

1.              Remuneration governance and the role of the committee

 

2.              Sasol’s remuneration policy for FY15, including planned FY16 changes

 

3.              Remuneration outcomes for FY15

 

The annexure following the remuneration report provides more detail on termination arrangements for prescribed officers.

 

Section 1: Remuneration governance

 

1.1 Overview

 

The committee’s role is to ensure remuneration arrangements support the strategic objectives of the group and enable the recruitment, motivation and retention of executives and employees at all levels, while complying with all requirements of law and regulation. The committee is mandated by the board to oversee all aspects of remuneration in accordance with the approved terms of reference. The terms of reference of the committee are reviewed annually by the board and are available on the company’s website at www.sasol.com. Reports of the committee meetings are presented to the board. Annually, a self-assessment of the effectiveness of the committee is undertaken.

 

The members of the committee for the year under review were:

 

·                  Mr HG Dijkgraaf (Chairman)

 

·                  Dr MSV Gantsho

 

·                  Ms IN Mkhize

 

·                  Mr PJ Robertson

 

·                  Prof JE Schrempp

 

The committee met four times during the year. Attendance is reported in the corporate governance report.

 

Sasol complies with the relevant remuneration governance codes and statutes that apply in the various jurisdictions within which it operates. As in previous years, all remuneration principles and practices stated in the King Code of Governance Principles for South Africa 2009 (King III Code) are applied, with the exception of one practice relating to the non-executive directors’ fee structure, which is explained in section 3.2.

 

1.2 Independent external advisors

 

The committee has continued to use independent external advisors from New Bridge Street, based in London, United Kingdom. New Bridge Street is a signatory to the UK Remuneration Consultants’ Code of Conduct. Vasdex Associates provides advice and services as requested by management and the company regularly participates in several external remuneration surveys globally, to inform benchmarking exercises.

 

1.3 Key definitions

 

For clarity, the following terms are used in this report in respect of the FY15 organisational structure:

 

·                  The term group executive committee (GEC) refers to the members of the executive committee, who are responsible for the design and execution of the organisation’s strategy and long-term business plans. All members of the GEC report to the President and CEO and are viewed as prescribed officers within the meaning of the Companies Act, no 71 of 2008, as amended (the Act). Members of the GEC are also referred to as Executive Vice Presidents (EVPs) and include the executive directors as well as the President and Chief Executive Officer (10);

 

·                  Group Leadership is defined as the level below the GEC (Senior Vice Presidents or SVPs) (35);

 

·                  Leadership is defined as the level below Group Leadership (Vice Presidents or VPs) (151); and

 

·                  Senior management is defined as the level below Leadership

 

3



 

1.4 Executive service contracts

 

The President and CEO is employed on a five year contract that commenced 1 June 2011 and will terminate on 30 June 2016, when he will retire from the group but continue to serve in an advisory capacity for a further 12 months. His service agreement is governed by Sasol’s policy for expatriate remuneration. Following an amendment to the company’s memorandum of incorporation, the term of the President and CEO is no longer specified.

 

Prescribed officers have permanent employment contracts with notice periods of up to three months. The contracts provide for salary and benefits to be offered to the executives as well as participation in incentive plans on the basis of performance and as approved by the board. GEC members are required to retire from the group and as directors from the board at the age of 60, unless requested by the board to extend their term.

 

1.5 Risk management

 

The following risk-mitigating controls form part of the remuneration policy:

 

Mix of remuneration elements

 

The committee determines each component of remuneration, both separately and in totality, and ensures that the components provide for a balanced pay mix driven by sustainable business performance. The incentive plans are designed such that a balance is obtained between retention and performance over the business development and performance cycle.

 

Mix of performance measures

 

A range of financial and non-financial measures is used in the incentive plans, assessed at Group, Business and Individual level, to ensure that performance related rewards are conditional upon achievement of a mix of measures. They aim to align with the interests of shareholders and reward for the achievement of targets that are set in conjunction with short-term and long-term business plans.

 

Other controls

 

The caps on the maximum pay-out under the short-term incentive plan mitigate against unintended and inappropriate rewards. The board has given the committee the discretion to approve the payments under all incentive plans. The Sasol Share Option Scheme terminates in December 2015; no further awards under the Sasol Share Appreciation Rights have been made since September 2012.

 

Sasol Clawback Policy

 

Clawbacks may be implemented by the board for:

 

·                  any material misstatement of financial statements or where performance related to non-financial targets has been misrepresented and such misstatement has led to the overpayment of incentives to executives;

 

·                  errors made in the calculation of any performance condition whether financial or non-financial and which resulted in an overpayment; and

 

·                  gross misconduct on the part of the employee leading to dismissal (where, had the gross misconduct been known prior to the incentive/incentive gains being paid, it would have resulted in the payment not being made).

 

Section 2: Remuneration Policy

 

2.1 Overarching principles of the remuneration policy

 

The committee annually reviews the remuneration policy to ensure that:

 

·                  it remains effective in supporting the achievement of the group’s business objectives;

 

·                  it is competitive and in line with best practices globally;

 

·                  it results in fair and equitable rewards for employees in relation to their contribution to the business, and

 

·                  it carries the support of our stakeholders.

 

The committee has discretion to alter rewards offered in terms of the policy but will only do so in exceptional cases and will disclose such changes or deviations from policy. Ongoing engagement with stakeholders providing feedback on our policy is taken into consideration by the committee when the policy is reviewed.

 

4



 

Sasol’s remuneration policy strives to reward corporate and individual performance through an appropriate balance of fixed pay, short-term and long-term variable pay components. The committee considers the targets set for the different elements of performance related remuneration to ensure that these are both appropriate and demanding in the context of the business environment as well as complying with the provisions of appropriate governance codes and statutes.

 

2.2 Key components of Sasol’s executive remuneration policy

 

The key components and drivers of Sasol’s executive remuneration structure are set out in the table below:

 

Remuneration

 

 

 

 

component

 

Strategic intent and drivers

 

Policy Application

Base salary

 

·        Attraction and retention of key employees.

 

·        In setting pay levels and increases, market practices, salary increases for the rest of the work force, projected inflation and the cost of annual base salary increase, are considered.

 

 

·        Internal and external equity.

 

·        Base salary reflects individuals’ competence and is normally reviewed annually with individual performance differentiated salary adjustments effective from 1 October each year.

 

 

·        Rewarding individual performance.

 

·        Distribution is around the median as informed by benchmarks.

 

 

 

 

 

Benefits

 

·        External market competitiveness.

 

·        Benefits include but are not limited to membership of a retirement plan and health insurance, disability and death cover to which contributions are made by both the company and the employee.

 

 

·        Integrated approach towards wellness driving employee effectiveness and engagement.

 

 

 

 

 

 

Allowances

 

·        Compliance with legislation.

 

·        Offered in line with statutory requirements.

 

 

·        Negotiated and contractual commitments.

 

 

 

 

 

 

 

Short-Term Incentive (STI) plan

 

Alignment with group and business unit or functional performance in terms of:

 

·        Subject to the achievement of performance criteria, the short-term incentive is paid following approval at the September committee meeting.

 

 

·        Financial targets

 

·        A single structure is applicable to all employees globally excluding, certain employees who are aligned with Mining production or sales commission arrangements.

 

 

·        Broad-based Black Economic Empowerment (B-BBEE) (for South African employees only)

 

 

 

·        Safety and Sustainability performance

 

 

 

·        Reward performance against targets set at group, entity and individual levels including targets for major capital projects, sustainable targets and compliance issues where relevant.

 

 

5



 

Long-Term Incentive plan (LTI)

 

·        Alignment with both group performance and retention objectives in terms of:

 

·        Attraction and retention of senior employees;

 

·        Alignment with shareholders’ interests by linking the vesting of awards to the achievement of Corporate Performance Targets (CPTs) where LTI units can be forfeited or enhanced if targets are not met or exceeded, in terms of:

·        Efficiency

·        Compound Growth in Earnings

·        Relative Total Shareholders’ Return (TSR)

 

·        The long-term incentive arrangements are reviewed annually to ensure that they are appropriately aligned to strategic goals and provide an incentive for longer-term performance and aligned with shareholder value creation.

·        Awards are directly linked to the role and individual performance, and vesting depends on performance against group targets and service.

·        Awards are made upon appointment, promotion or in terms of the annual supplementary process.

·        Of the total award the following portion was linked to CPTs in FY15:

·        GEC: 100%

·        Other participants: 60%

 

 

 

 

 

 

 

 

2.3 Total remuneration

 

2.3.1 Benchmarking

 

Executive remuneration is benchmarked against data provided in national executive remuneration surveys, as well as against information disclosed in the remuneration reports of organisations included in our benchmarking peer group. One of the committee’s key tasks is to preserve the relevance, integrity and consistency of this benchmarking exercise. For positions below the GEC, survey reports from PwC Remchannel and Mercer Global Remuneration Solutions are used for benchmarking of South African remuneration levels; survey data from the Hay Group, ECA, Mercer and Towers Watson are used in different locations in the international environment.

 

For the period FY10-FY15, the same peer group was used for purposes of benchmarking executive remuneration practices. As indicated in the introduction, the peer group used for executive remuneration benchmarking purposes will be changed from FY16 and include companies with more similar market capitalisation and business models.

 

The ratios within the remuneration mix are structured for different structural layers within the organisation and geographic locations. The relative proportion of the remuneration components of the GEC within the approved remuneration mix is set out in the following charts:

 

Executive pay mix on target and maximum:

 

 

6



 

 


*   Total guaranteed package (TGP) is used in South Africa and equates to total cost of base salary and fixed allowances plus employer contributions to benefit funds.

 

The charts indicate a balanced portfolio of rewards allocated in terms of base salary/TGP, short-term and long-term incentives, tied to the achievement of group and individual targets set over the short and long term to ensure sustainable focus on the group’s strategic objectives. The pay mix remains unchanged for FY16.

 

2.3.2 Total guaranteed package/base salary and benefits

 

South African employees who are not covered by collective bargaining agreements, receive a total guaranteed package (TGP) which includes employer contributions towards retirement, risk, death and health care benefits. The concept of TGP was introduced in 2008 for supervisory levels and above and in terms of this model, all changes to benefit contribution levels are cost neutral to the employer. All increases in the benefit pricing of employee and employer contributions reduce the net cash salary of employees.

 

Annual increases to TGP are determined with reference to the scope and nature of an employee’s role, market benchmarks, individual performance, affordability and projected consumer price index figures. Annual increases for all employees outside of the collective bargaining councils take effect from 1 October. An overall annual increase of 6,3% was approved by the committee, effective 1 October 2014, for all employees outside the respective collective bargaining councils in South Africa. South African employees included in collective agreements received increases varying between 7,25% and 8,5%, for the period 1 July 2014 — 30 June 2015. This is the 6th consecutive year that increases awarded to management are lower than what was agreed through collective bargaining forums for unionised employees. In FY15, increases awarded were in line with anticipated movements in remuneration in the international jurisdictions and in accordance with individual performance. Similar basic benefits such as retirement and health care are offered to all permanent employees globally.

 

For FY16, due to the Business Performance Enhancement Programme, a partial salary freeze has been introduced; employees in executive, management, supervisory and specialist roles will not receive annual TGP or base salary increases in October 2015, typically when annual increases are awarded. Increase settlements have been agreed to for unionised employees in all sectors that we operate in.

 

7



 

2.3.3 Short-term incentives

 

The short-term incentive (STI) plan is designed to recognise the achievement of a combination of group and business unit entity or group functional performance objectives in addition to individual performance. The configuration and weightings attached to the different parts of the STI formula differs to the extent that employees can influence the achievement of performance objectives either directly or indirectly.

 

STI — members of the GEC

 

The following formula is used to calculate the STI amounts payable to the GEC:

 

 

STI target awards remained unchanged namely:

 

Role

 

Target incentive

 

President and Chief Executive Officer

 

115

%

Executive Directors

 

90

%

Group Executives

 

75

%

 

The STI group measures were reviewed to reduce the weighting linked to the Earnings target and in favour of cost reduction targets. The Earnings target changed from growth in EBITDA to growth in Headline Earnings.

 

8



 

The group targets applicable to the GEC, their weights and the resultant outcome of the group performance factor multiplier for FY15 are indicated in the following table.

 

 

 

 

 

 

 

 

 

Stretch

 

 

 

Weighted

 

Measure

 

Weighting

 

Threshold (0%)

 

Target (100%)

 

Target (150%)

 

Achievement

 

Achievement

 

Year-on-year growth in Headline Earnings

 

35

%

FY14 Headline Earnings

 

FY14 Headline Earnings + CPI

 

FY14 Headline Earnings + CPI + 8%

 

Below FY14 Headline Earnings

 

0

%

Year-on-year growth in volumes

 

20

%

FY14 Volume

 

FY14 + 1%

 

FY14 + 2%

 

FY14 + 1,88%

 

28,8

%

Year-on-year growth in Cash Fixed Costs

 

15

%

FY14 CFC + PPI + 2%

 

FY14 CFC + PPI

 

FY14 CFC + PPI — 2%

 

FY14 CFC + PPI — 5,4%

 

22,5

%

Measurable savings

 

10

%

Project Phoenix measurable income statement savings of R1,1bn

 

Project Phoenix measurable income statement savings of R1,3bn

 

Project Phoenix measurable income statement savings of R1,4bn

 

R2,5bn savings

 

15

%

Employment Equity

 

10

%

30% of all opportunities used to employ from targeted groups

 

60% of all opportunities used to employ from targeted groups

 

75% of all opportunities used to employ from targeted groups

 

On average 49% of senior opportunities utilised to employ African and Coloured people

 

6,4

%

Safety

 

10

%

a) RCR excl illnesses: 0,38

 

RCR excl illnesses: 0,34

 

RCR excl illnesses: 0,32

 

RCR excl illnesses: 0,32 less penalty for fatality

 

9,5

%

 

 

 

 

b) Weighted average of leading indicators for all BUs to be 70%

 

Weighted average of leading indicators for all BUs to be 90%

 

Weighted average of leading indicators for all BUs to be 100%

 

Leading indicators: 84,07%

 

 

 

Overall weighted average

 

 

 

 

 

 

 

 

 

(FY14: 134,66)%

 

82,20

%

 

The President and CEO’s performance is determined by the board, on recommendation of the committee and the chairman of the board. His performance is assessed against a pre-determined set of objectives that include inter alia strategic leadership, business results and stakeholder relations.

 

9


 

The portfolios of GEC members cover a number of business units or group functions, and large-scale projects, therefore a weighted combination of the relevant scores is included in the Individual Performance score for each GEC member. The measures that were assessed for the individual performance factors for members of the GEC included a combination of portfolio specific targets. Annual objectives for the President and CEO, are set by the Board and the final performance assessment done by the Chairman of the Board, is also confirmed by the Board.

 

The table below provides details of the factors and the final determination of annual STI award for FY15. The final Individual Performance Factors (IPFs) are disclosed in a range.

 

 

 

TGP/

 

 

 

 

 

Individual

 

 

 

 

 

Base salary

 

 

 

 

 

Performance

 

FY15

 

 

 

as at

 

 

 

Group

 

Factor Range

 

STI

 

 

 

30 June 2015

 

Target %

 

Factor %

 

%

 

value

 

 

 

A

 

B

 

C

 

D

 

E = AxBxCxD

 

DE Constable(1)

 

US$935 618

 

115

%

82,2

%

115% – 120%

 

US$1 034 794

 

VN Fakude

 

R8 049 146

 

90

%

82,2

%

105% – 110%

 

R6 431 139

 

B Nqwababa(2)

 

R6 700 000

 

90

%

82,2

%

100% – 105%

 

R1 652 055

 

P Victor(2)

 

R4 000 000

 

90

%

82,2

%

110% – 115%

 

R2 268 883

 

SR Cornell

 

US$669 500

 

75

%

82,2

%

110% – 115%

 

US$474 659

 

FR Grobler

 

R4 631 949

 

75

%

82,2

%

105% – 110%

 

R3 141 156

 

VD Kahla

 

R5 469 952

 

75

%

82,2

%

105% – 110%

 

R3 642 003

 

BE Klingenberg

 

R6 316 568

 

75

%

82,2

%

110% – 115%

 

R4 361 464

 

E Oberholster(3)

 

R4 697 441

 

75

%

82,2

%

95% – 100%

 

R2 063 380

 

M Radebe

 

R4 868 500

 

75

%

82,2

%

100% – 105%

 

R3 001 430

 

CF Rademan

 

R5 938 600

 

75

%

82,2

%

110% – 115%

 

R4 210 354

 

SJ Schoeman

 

R4 579 500

 

75

%

82,2

%

105% – 110%

 

R3 049 123

 

 


(1)         Net USD salary used to calculate net USD short-term incentive.

(2)         Mr B Nqwababa was appointed as Chief Financial Officer with effect from 1 March 2015 replacing Mr P Victor as Acting CFO; both are eligible for a pro rata STI.

(3)         Mr E Oberholster retired from the group effective 31 March 2015 and is eligible for a pro rata STI.

 

The committee made no changes to formulaic incentive calculations.

 

STI — four levels below GEC

 

The following formula is used to calculate these STI amounts:

 

 

The group performance targets for the four levels below the GEC are growth in volume, cash fixed costs and headline earnings respectively. Safety, employment equity, project deliverables and specific business entity or group functional targets make up the BU entity/Group Functional STI scorecard. Each business unit and group functional STI score is verified by internal audit. For FY15, BU/Group Functional scores varied between 65% and 98%.

 

The IPF (0% – 150%) and the group performance factor (50% – 150% or 80% –120%; depending on role) are applied down to four levels below the GEC. Application of the IPF is conducted using a normal distribution to ensure that its implementation does not increase the total incentive pool made available for payment.

 

The group performance factors for the layers below were 125,20% (FY14:144,71%) and 110,08% respectively.

 

10



 

Long-term incentive plans

 

Governance over the long-term incentive (LTI) plans is provided by the committee. The committee approves grants in the following circumstances:

 

·                  upon promotion of an employee to a qualifying role;

 

·                  upon appointment to the group in a qualifying role;

 

·                  an annual award to eligible employees; and

 

·                  discretionary awards for purposes of retention.

 

LTI awards give participating employees the opportunity, subject to the vesting conditions, to receive a future cash incentive payment calculated with reference to the market value of a Sasol ordinary share (or ADR for international employees), subject to the vesting conditions. The plan does not confer any right to acquire shares in Sasol Limited and for awards made up to August 2014, employees are not entitled to dividends or dividend equivalents. Awards made from September 2014 onwards will receive the benefit of dividend equivalents on vested units only.

 

Termination conditions include:

 

·                  for reasons of death, disability, retirement or retrenchment vesting is subject to the probability assessment of achieving the corporate performance targets as well as the period in service over the vesting period; and

 

·                  for all other reasons, unvested rights are forfeited.

 

The accelerated vesting principles stated above will no longer apply to executives who receive awards from 1 July 2015 onwards, as normal vesting periods and conditions will remain intact even after service termination under ‘good leaver’ status. A service penalty will apply.

 

The following table sets out the policy target values of annual LTI awards made to prescribed officers in FY15 as a multiple of actual base salary/TGP. Actual awards may vary in terms of performance or other relevant factors.

 

Role

 

Multiple

 

President and Chief Executive Officer

 

150

%

Executive Directors

 

135

%

Group Executives

 

110

%

 

The next table presents the progressive stance undertaken in aligning shareholder and management interests through increased weighting of LTI awards in terms of CPTs.

 

 

 

% of LTI Award linked to CPTs

 

Year

 

SAR

 

LTI

 

FY12

 

25%

 

50%

 

FY13

 

60%

 

60%

 

FY14

 

No SARs issued

 

Top management: 70%

 

 

 

 

 

Senior management: 60%

 

FY15

 

No SARs issued

 

GEC: 100%

 

 

 

 

 

Other participants: 60%

 

 

The next table summarises the weightings and corporate performance targets under which the LTI awards were granted during FY15. Vesting is considered in terms of the weighted performance measured against four targets. If targets are not met, the performance based LTI awards are forfeited. If targets are exceeded the number of LTI awards that vest may be increased up to the maximum of the award. There is no opportunity for retesting of targets.

 

11



 

2015 Measures(1)

 

Weight (of
the portion
linked to
the CPTs)

 

Threshold (below
which 0% of the
awards vest)

 

Target (at which
100% of the
awards vest)

 

Stretch (over-
performance) (at
which 200% of the
awards vest)

 

Increase in Tons produced per head

 

25

%

0% improvement on FY14 base target

 

1% improvement on FY14 base target

 

2% improvement on FY14 base target

 

Growth in Attributable Earnings

 

25

%

80% of average compound CPI for the three financial years

 

>100% to 120% of average compound CPI for the three financial years

 

>120% of average compound CPI for the three financial years

 

TSR(2) — JSE Resources 10 Index (exl Sasol)

 

15

%

7th in peer group

 

5th in the peer group

 

3rd in peer group

 

TSR(2) — MSCI World Energy Index

 

35

%

Below the 30th percentile of the index

 

Median of the index

 

80th percentile of the index

 

 


(1)              Vesting on a ranked relative basis between threshold and target and between target and maximum.

(2)              TSR = Total Shareholders’ Return.

 

The following changes will be made to the TSR measure for FY16:

 

2016 Measures

 

Weight (of
the portion
linked to
the CPTs)

 

Threshold (below
which 0% of the
awards vest)

 

Target (at which
100% of the
awards vest)

 

Stretch (at which
200% of the
awards vest)

 

TSR — MSCI World Energy Index

 

25

%

40th percentile

 

60th percentile

 

75th percentile

 

TSR — MSCI World Chemicals Index

 

25

%

40th percentile

 

60th percentile

 

75th percentile

 

 

A summary of outstanding LTI awards and vesting percentages is presented in the following table:

 

 

 

 

 

 

 

Weighting of Performance Targets

 

 

 

Financial
year of
allocation

 

Vesting
year (FY)

 

Vesting
Range

 

Attributable
Earnings
Growth

 

Production
Volume
Growth

 

Production
volume/
headcount
Growth

 

Share
Price vs
ALSI 40

 

TSR vs
JSE RESI
10

 

TSR vs
MSCI
energy
index

 

Vesting
results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

2014

 

50% to 150%

 

25

%

25

%

 

50

%

 

 

125%

 

2012

 

2015

 

50% to 150%

 

25

%

25

%

 

50

%

 

 

100%

 

2013

 

2016

 

40% to 160%

 

25

%

 

25

%

 

25

%

25

%

156%

 

2014

 

2017

 

30% to 170%(1)

 

25

%

 

25

%

 

25

%

25

%

Unvested

 

 

 

 

 

40% to 160%(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2018

 

0% to 200%(1)

 

25

%

 

25

%

 

15

%

35

%

Unvested

 

 

 

 

 

40% to 160%(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)          GEC.

(2)          All other participants.

 

No changes to formulaic results were made by the committee.

 

12



 

Share appreciation rights (SARs) (no awards made in FY15)

 

SARs gave participating employees the opportunity, subject to the vesting conditions, to receive a future cash incentive payment calculated with reference to the increase in the market value of a Sasol ordinary share from the date of grant, after the three, four and five year vesting periods respectively (up to FY12 over two, four and six years). The plan does not confer any rights to acquire shares in Sasol Limited and employees are not entitled to dividends (or dividend equivalents). The maximum period for exercising SARs is nine years from the date of the grant after which they lapse.

 

Vesting of previously awarded SARs is considered in terms of the weighted performance measured against targets. If targets are not met, the performance based SAR awards are forfeited, and if targets are exceeded, additional SARs are awarded. There is no opportunity for retesting of targets.

 

A summary of outstanding SAR allocations’ vesting percentages are presented in the table below:

 

 

 

 

 

 

 

Weighting of Performance Targets

 

 

Financial
year of
allocation

 

Vesting
year (FY)

 

Vesting
Range

 

Attributable
Earnings
Growth

 

Production
Volume
Growth

 

Production
volume/
headcount
growth

 

Share
Price vs
ALSI 40

 

TSR vs
JSE RESI
10

 

TSR vs
MSCI
energy
index

 

Vesting results

2010

 

2012,

 

75% to 125%

 

25

%

25

%

 

50

%

 

 

2012 = 106,25%

 

 

2014 &

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014 = 112,50%

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016 = 100%

2011

 

2013,

 

75% to 125%

 

25

%

25

%

 

50

%

 

 

2013 =112,50%

 

 

2015 &

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 = 100%

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017 = unvested

2012

 

2014,

 

75% to 125%

 

25

%

25

%

 

50

%

 

 

2014 = 112,50%

 

 

2016 &

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016 = 100%

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018 = unvested

2013

 

2016

 

40% to 160%

 

25

%

 

25

%

 

25

%

25

%

2016 = 156%

 

 

2017 &

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017 = unvested

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018 = unvested

2014

 

2017

 

40% to 160%

 

25

%

 

25

%

 

25

%

25

%

Unvested

 

 

2018 &

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No awards were made in the period under review.

 

Sasol Share Incentive Scheme

 

The SAR plan replaced the previous Sasol Share Incentive Scheme, which has been closed since 2007. The Sasol Share Incentive Scheme will be closed in December 2015. See note 47.1 of the annual financial statements for the options which remain exercisable under the Sasol Share Incentive Scheme.

 

Sasol Inzalo Management Scheme

 

Sasol implemented the Sasol Inzalo black economic empowerment (BEE) transaction in 2008. As part of this transaction, senior black management (black managers), including black Executive Directors and members of the GEC, participated in the Sasol Inzalo Management Scheme and were awarded rights to Sasol ordinary shares. The rights entitle the employees from the inception of the scheme to receive dividends bi-annually and Sasol ordinary shares at the end of ten years, being the tenure of the transaction, subject to Sasol’s right to repurchase some of the shares issued to The Sasol Inzalo Management Trust (Management Trust) in accordance with a pre-determined repurchase formula. The formula takes into account the underlying value of the shares on 18 March 2008, the dividends not received by the Management Trust as a result of the pre-conditions attached to those shares and the price of Sasol ordinary shares at the end of the ten year period.

 

13



 

On retirement at normal retirement age, early retirement, retrenchment due to operational requirements or on leaving the employ of Sasol due to ill health during the tenure of the Sasol Inzalo transaction, the black managers (as defined in the Deed of Trust for The Sasol Inzalo Management Trust) will retain their entire allocation of rights until the end of the ten year period, subject to Sasol’s repurchase right referred to above. The nominated beneficiaries or heirs of those black managers, who die at any time during the transaction period, will succeed to their entire allocation of rights. On resignation within the first three years of having been granted these rights, all rights were forfeited. On resignation after three years or more from being granted the rights, the black managers forfeit 10% of their rights for each full year or part thereof remaining from the date of resignation until the end of the transaction period. Black managers leaving the employment of Sasol during the 10 year period by reason of dismissal, or for reasons other than operational requirements, will forfeit their rights to Sasol ordinary shares.

 

See note 47 of the annual financial statements for the outstanding rights under the Sasol Share Inzalo Management Scheme.

 

Share ownership guideline

 

The share ownership guideline which became effective on 1 July 2014 requires executive directors to hold Sasol shares or ADRs with a value of 200% of annual base salary for the President and Chief Executive Officer and 100% of annual pensionable remuneration for executive directors. The requirement must be fully achieved within five years from 1 July 2014, or from the date of appointment, if after this date.

 

Retention and sign-on payments

 

The sign-on payment and retention policy may be used in the external recruitment of candidates in highly specialised or scarce skill positions mostly in senior management levels, or to retain critical skills. These payments are linked to retention agreements of at least two years .

 

Section 3: Remuneration in 2015

 

The appointment and re-election dates of executive directors are outlined below:

 

Executive
directors

 

Employment date
in the group of
companies

 

Date first appointed
to the board

 

Date last re-elected
as a director

 

Date due for
re-election
(1)

DE Constable

 

1 June 2011

 

1 July 2011

 

21 November 2014

 

N/A(2)

VN Fakude

 

1 October 2005

 

1 October 2005

 

22 November 2013

 

4 December 2015

B Nqwababa

 

1 March 2015

 

1 March 2015

 

21 November 2014

 

2017 AGM(3)

 


(1)              Projected date of retirement by rotation based on 13 directors in office on 30 June 2015.

(2)              Mr DE Constable’s employment with the company will terminate on 30 June 2016.

(3)              Date of the meeting has not yet been determined.

 

14



 

President and Chief Executive Officer and executive directors’ remuneration

 

The President and Chief Executive Officer’s salary and short term incentive is paid to him on a net of tax basis in USD.

 

The required Rand based disclosure is impacted by the Rand: US Dollar exchange rate. In the past financial year, the rate has fluctuated between R10,51 and R12,58 which distorts the actual remuneration received. Therefore to facilitate comprehensive remuneration disclosure, the table below provides the actual year-on-year increase in net base salary and STI since 2012.

 

 

 

2012

 

2013

 

2014

 

2015

 

% change

 

DE Constable

 

US$

 

US$

 

US$

 

US$

 

(FY14/15)

 

Net Base salary

 

827 782

 

865 032

 

899 633

 

935 618

 

4

%

Net STI

 

839 803

 

1 320 231

 

1 717 770

 

1 034 794

 

(40

)%

 

Remuneration and benefits paid and short-term incentives (disclosed in Rands) approved in respect of 2015 for executive directors were as follows:

 

 

 

 

 

Retirement

 

Other

 

Annual

 

Total

 

Total

 

 

 

Salary

 

funding

 

benefits(1)

 

incentives(2)

 

2015(3)

 

2014(4)

 

Directors

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

DE Constable(5)

 

17 722

 

234

 

5 477

 

23 578

 

47 011

 

51 962

 

B Nqwababa(6)

 

1 960

 

249

 

582

 

1 652

 

4 443

 

 

VN Fakude

 

6 067

 

1 732

 

652

 

6 431

 

14 882

 

17 959

 

P Victor(7)

 

1 999

 

300

 

279

 

2 269

 

4 847

 

8 231

 

KC Ramon(8)

 

 

 

 

 

 

9 635

 

Total

 

27 748

 

2 515

 

6 990

 

33 930

 

71 183

 

87 787

 

 


(1)         Other benefits are detailed in the next table.

(2)         Incentive approved on the group results for the 2015 financial year and payable in the following year. Incentives are calculated as a percentage of total guaranteed package/net base salary as at 30 June 2015. The difference between the amount approved as at 4 September 2015 and the total amount accrued as at 30 June 2015 represents an over provision of R14,2 million. The under provision for 2014 of R12,1 million was reversed in 2015.

(3)         Total remuneration for the financial year excludes gains derived from the long-term incentive schemes, which are disclosed separately.

(4)         Includes incentives approved on the group results for the 2014 financial year and paid in 2015.

(5)         Salary and short-term incentive paid in US dollars, reflected at the exchange rate of the month of payment for the salaries, and on 4 September 2015 for the incentive being the date of approval of the consolidated annual financial statements.

(6)         Mr B Nqwababa was appointed as Chief Financial Officer with effect from 1 March 2015 and is entitled to a pro rata incentive.

(7)         Mr P Victor was acting Chief Financial Officer until 28 February 2015 and pro rata amounts in respect of this period, are disclosed.

(8)         Ms KC Ramon resigned as Chief Financial Officer with effect from 9 September 2013, and resigned from the group on 30 November 2013.

 

Benefits and payments made in 2015 disclosed in the table above as “other benefits” include the following:

 

 

 

 

 

 

 

Vehicle

 

 

 

 

 

Total

 

Total

 

 

 

 

 

 

 

insurance

 

 

 

 

 

other

 

other

 

 

 

Vehicle

 

Medical

 

fringe

 

Security

 

 

 

benefits

 

benefits

 

 

 

benefits

 

benefits

 

benefits

 

benefit

 

Other

 

2015

 

2014

 

Directors

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

DE Constable(1)

 

 

381

 

6

 

1 028

 

4 062

 

5 477

 

5 847

 

B Nqwababa(2)

 

 

24

 

2

 

112

 

444

 

582

 

 

VN Fakude

 

60

 

42

 

6

 

544

 

 

652

 

356

 

P Victor(3)

 

67

 

 

4

 

 

208

 

279

 

1 088

 

KC Ramon

 

 

 

 

 

 

 

8 326

 

Total

 

127

 

447

 

18

 

1 684

 

4 714

 

6 990

 

15 617

 

 


(1)         Cost of grossing up additional benefits offered under the expatriation policy for tax purposes: Security (R685 499), Medical Aid (R254 034); Housing including gross up (R2 251 914), Home Leave Allowance including gross up (R710 273), Car insurance (R4 160), Risk and personal accident (R156 012). Medical benefits include international cover for dependents.

(2)         A sign-on agreement totalling R9 000 000 and payable over three years was concluded with Mr B Nqwababa as part of his employment contract compensating partially for incentives and benefits forfeited when he resigned from his previous employer. This amount reflects the first payment, apportioned for his period of service within the 2015 financial year. In terms of the agreement, the balance is payable in equal instalments over FY16 and FY17.

 

(3)         Retention payment of R1 500 000 made to Mr P Victor in October 2014 linked to his role as acting Chief Financial Officer for the period October 2014 to February 2015. This amount reflects that portion related to his period of service within the financial year.

 

15



 

Prescribed officers

 

Remuneration and benefits paid and short-term incentives (disclosed in Rands) approved in respect of 2015 for prescribed officers were as follows:

 

 

 

 

 

Retirement

 

Other

 

Annual

 

Total

 

Total

 

 

 

Salary

 

funding

 

benefits(1)

 

incentive(2)

 

2015(3)

 

2014(4)

 

Prescribed officers

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

SR Cornell(5)

 

7 753

 

208

 

4 621

 

6 489

 

19 071

 

7 588

 

AM de Ruyter(6)

 

 

 

 

 

 

2 676

 

FR Grobler

 

3 012

 

1 316

 

279

 

3 141

 

7 748

 

8 393

 

VD Kahla

 

4 690

 

618

 

441

 

3 642

 

9 391

 

10 904

 

BE Klingenberg

 

4 514

 

1 421

 

406

 

4 362

 

10 703

 

11 822

 

E Oberholster(7)

 

2 355

 

1 051

 

63

 

2 063

 

5 532

 

6 515

 

M Radebe

 

3 771

 

682

 

365

 

3 002

 

7 820

 

8 742

 

CF Rademan

 

3 674

 

1 772

 

423

 

4 210

 

10 079

 

11 802

 

SJ Schoeman

 

3 821

 

417

 

280

 

3 049

 

7 567

 

1 407

 

GJ Strauss(8)

 

 

 

 

 

 

2 805

 

Total

 

33 590

 

7 485

 

6 878

 

29 958

 

77 911

 

72 654

 

 


(1)         Other benefits are listed in the table below.

(2)         Incentives approved on the group results for the 2015 financial year and payable in the following year. Incentives are calculated as a percentage of total guaranteed package or base salary as at 30 June 2015. The difference between the amount approved as at 4 September 2015 and the total amount accrued as at 30 June 2015 represents an over provision of R6 million.

(3)         Total remuneration in the financial year excludes gains derived from the long-term incentive plans which are disclosed separately.

(4)         Includes incentives on the group results for the 2014 financial year.

(5)         Mr SR Cornell under his US employment contract is paid in USD and the amount reflected amount, for purposes of disclosure only, had been converted to Rand using the average exchange rate over the period.

(6)         Mr AM de Ruyter resigned from the group with effect from 30 November 2013.

(7)         Mr E Oberholster retired from the group with effect from 31 March 2015, and is entitled to a pro rata STI.

(8)         Mr GJ Strauss retired from the group with effect from 30 September 2013.

 

Benefits and payments made in 2015 disclosed in the table above as “other benefits” include the following:

 

 

 

 

 

 

 

Vehicle

 

 

 

 

 

Total

 

Total

 

 

 

 

 

 

 

insurance

 

 

 

 

 

other

 

other

 

 

 

Vehicle

 

Medical

 

fringe

 

Security

 

Other

 

benefits

 

benefits

 

 

 

benefits

 

benefits

 

benefits

 

benefits

 

benefits

 

2015

 

2014

 

Prescribed officers

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

SR Cornell(1)

 

 

209

 

 

 

4 412

 

4 621

 

1 712

 

AM de Ruyter

 

 

 

 

 

 

 

146

 

FR Grobler

 

166

 

68

 

6

 

39

 

 

279

 

1 695

 

VD Kahla

 

 

72

 

6

 

363

 

 

441

 

522

 

BE Klingenberg

 

213

 

72

 

6

 

115

 

 

406

 

304

 

E Oberholster

 

 

51

 

5

 

7

 

 

63

 

61

 

M Radebe

 

264

 

72

 

6

 

23

 

 

365

 

360

 

CF Rademan

 

320

 

63

 

6

 

34

 

 

423

 

410

 

SJ Schoeman

 

200

 

72

 

6

 

2

 

 

280

 

46

 

GJ Strauss

 

 

 

 

 

 

 

65

 

Total

 

1 163

 

679

 

41

 

583

 

4 412

 

6 878

 

5 321

 

 


(1)         Mr SR Cornell received a payment of US$100 000 linked to a deferred sign on agreement which is part of his employment contract. Payments are done in tranches upon achievement of significant milestones on the US Mega projects.

Mr SR Cornell received a sign on payment of US$750 000 linked to a retention period of 36 months, from February 2014, partially compensating him for incentives and benefits forfeited when he resigned from his previous employer. This amount reflects the portion related to his period in service for the financial year (US$750 000*12/36).

 

16



 

3.2 Non-executive directors

 

Non-executive directors are appointed to the Sasol Limited board based on their ability to contribute competence, insight and experience appropriate to assisting the group to set and achieve its objectives. Consequently, fees are set at levels to attract and retain the calibre of director necessary to contribute to a highly effective board. They do not receive short-term incentives, nor do they participate in long-term incentive plans. No arrangement exists for compensation in respect of loss of office.

 

As an exception to the recommended remuneration practice of the King III Code, and as in previous years, the fee structure for non-executive directors is not split between a base fee and an attendance fee. Board members are paid a fixed annual fee in respect of their board membership, as well as supplementary fees for committee membership and an ad hoc committee fee for formally scheduled board and committee meetings which do not form part of the annual calendar of meetings. The fee structure reflects the responsibilities of the directors that extend beyond the attendance of meetings and the requirement for directors to be available between scheduled meetings, when required. Non-executive directors receive fixed fees for services on boards and board committees.

 

Actual fees and the fee structure are reviewed annually. In setting fees, consideration is given to the increased responsibility placed on non-executive directors due to onerous legal and regulatory requirements and the commensurate risk assumed. The peer group used for benchmarking of fees is the same as for executive remuneration benchmarking. The board recommends the fees payable to the chairman and non-executive directors for approval by the shareholders. Following the recent review, it was clear that the board fees for the resident directors are significantly behind the new peer group. As a result it is intended that these fees be increased over a number of years to bring them more in line with the benchmarks.

 

The revised fees of the non-executive directors will be submitted to the shareholders for approval at the annual general meeting to be held on 4 December 2015, and implemented with retroactive effect from 1 July 2015, once approval by way of special resolution has been obtained. In the event that shareholder approval is not obtained, then the current fee structure will remain in place until such time as shareholders approve a new structure.

 

Annual non-executive directors’ fees are as follows for the two past financial years:

 

 

 

2015

 

2014

 

 

Member

 

Chairman

 

Member

 

Chairman

 

 

 

 

 

 

 

 

 

Chairman of the board, inclusive of fees payable for attendance or membership of board committees and directorship of the company

 

 

 

R4 900 000

 

 

 

 R4 800 000

 

 

 

 

 

 

 

 

 

Resident fees:

 

 

 

 

 

 

 

 

Non-executive Directors

 

R530 000

 

 

 

R490 000

 

 

Audit Committee Members

 

R199 000

 

R398 000

 

R194 000

 

R388 000

Remuneration Committee Members

 

R136 000

 

R272 000

 

R130 000

 

R260 000

Risk and Safety, Health and Environment Committee

 

R117 000

 

R234 000

 

R112 500

 

R225 000

Nomination and Governance Committee

 

R117 000

 

R234 000

 

R112 500

 

R225 000

Share Incentive Plan Trustees (resident and non-resident)

 

R67 000

 

R134 000

 

R67 000

 

R134 000

Lead Independent Director fee (additional fee)

 

R170 000

 

 

 

R168 000

 

 

Attendance of formally scheduled ad hoc board and committee meetings (per meeting)

 

R21 000

 

 

 

R19 700

 

 

Non-resident fees:

 

 

 

 

 

 

 

 

Non-executive Directors

 

US$147 000

 

 

 

US$143 000

 

 

Audit Committee Members

 

US$27 000

 

US$54 000

 

US$26 500

 

US$53 000

Remuneration Committee Members

 

US$20 500

 

US$41 000

 

US$20 000

 

US$40 000

Risk and Safety, Health and Environment Committee

 

US$18 500

 

US$37 000

 

US$18 000

 

US$36 000

Nomination and Governance Committee

 

US$18 500

 

US$37 000

 

US$18 000

 

US$36 000

Lead Independent Director fee (additional fee)

 

US$51 000

 

 

 

US$50 050

 

 

 

The chairman of a board committee is paid double the committee meeting fees of a member of such a committee. Executive directors do not receive directors’ fees.

 

17



 

A non-executive director is required to retire at the end of the calendar year in which the director turns 70, unless the board, subject to the memorandum of incorporation and by unanimous resolution on a year-to-year basis, extends the director’s term of office until the end of the year in which he or she turns 73.

 

Details of the appointments of non-executive directors in office are listed below:

 

Non-executive directors

 

Date first appointed
to the board

 

Date last re-elected
as a director

 

Date due
for re-election

MSV Gantsho (Chairman)

 

1 June 2003

 

22 November 2013

 

4 December 2015

JE Schrempp (Lead Independent Director)

 

21 November 1997

 

30 November 2012

 

4 December 2015

C Beggs

 

8 July 2009

 

21 November 2014

 

25 November 2016

HG Dijkgraaf

 

16 October 2006

 

21 November 2014

 

25 November 2016

NNA Matyumza

 

8 September 2014

 

21 November 2014

 

25 November 2016

IN Mkhize

 

1 January 2005

 

22 November 2013

 

4 December 2015

ZM Mkhize

 

29 November 2011

 

21 November 2014

 

25 November 2016

MJN Njeke

 

4 February 2009

 

22 November 2013

 

25 November 2016

PJ Robertson

 

1 July 2012

 

21 November 2014

 

2017 Annual General Meeting(1)

S Westwell

 

1 June 2012

 

30 November 2012

 

4 December 2015

 


(1) Date of meeting not yet determined

 

Non-executive directors’ remuneration for the year was as follows:

 

 

 

Board

 

Lead

 

 

 

Share

 

Ad hoc or

 

 

 

 

 

 

 

meeting

 

Director

 

Committee

 

incentive

 

special board

 

Total

 

Total

 

 

 

fees

 

fees

 

fees

 

trust fees

 

meeting

 

2015

 

2014

 

Non-executive directors

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

R’000

 

MSV Gantsho(1)  (Chairman)

 

4 900

 

 

 

 

 

4 900

 

3 132

 

JE Schrempp (Lead Independent Director) (2)

 

1 736

 

603

 

461

 

67

 

42

 

2 909

 

2 489

 

C Beggs

 

530

 

 

515

 

 

84

 

1 129

 

1011

 

HG Dijkgraaf(2)

 

1 736

 

 

922

 

67

 

63

 

2 788

 

2 383

 

NNA Matyumza(3)

 

398

 

 

149

 

 

63

 

610

 

 

IN Mkhize

 

530

 

 

569

 

134

 

84

 

1 317

 

1 193

 

ZM Mkhize

 

530

 

 

117

 

 

42

 

689

 

603

 

MJN Njeke

 

530

 

 

 

199

 

 

63

 

792

 

704

 

B Nqwababa(4)

 

123

 

 

48

 

 

 

171

 

419

 

TH Nyasulu(5)

 

 

 

 

 

 

 

2 000

 

PJ Robertson(2)

 

1 736

 

 

410

 

67

 

63

 

2 276

 

1 796

 

S Westwell(2)

 

1 736

 

 

537

 

 

84

 

2 357

 

1 985

 

Total

 

14 485

 

603

 

3 927

 

335

 

588

 

19 938

 

17 715

 

 


(1)         Appointed as Chairman effective 22 November 2013. Pro rata fees disclosed for the 2014 financial year.

(2)         Board and committee fees paid in US dollars.

(3)         Appointed as non-executive director effective 8 September 2014.

(4)         Resigned as non-executive director effective 26 September 2014.

(5)         Resigned as Chairman and non-executive director effective 22 November 2013.

 

18


 

LTIs previously granted, exercised, implemented, settled and/or vested

 

The interests of the directors in the form of LTIs are shown in the tables below. During the year to 30 June 2015, the highest and lowest closing market prices for the company’s shares were R365,10 on 14 January 2015 and R642,72 on 9 September 2014 and the closing market price on 30 June 2015 was R450,00. Refer to note 47 of the consolidated annual financial statements for the year ended 30 June 2015 for further details of the incentive plans.

 

LTI holdings

 

Directors

 

Balance at 
beginning 
of year 
(number)

 

Granted 
(number)

 

Average 
offer price 
per share 
(Rand)

 

Grant 
date

 

Effect of 
change in 
composition
of board of 
directors 
(number)

 

Effect of 
corporate 
performance 
targets 
(number)

 

Long-term 
incentive 
rights
settled 
(number)

 

Balance 
at end 
of year 
(number)

 

DE Constable

 

79 438

 

41 000

 

0,00

 

11-Sep-14

 

 

6 270

 

(31 352

)

95 356

 

VN Fakude

 

65 656

 

18 000

 

0,00

 

11-Sep-14

 

 

3 492

 

(17 462

)

69 686

 

B Nqwababa(1)

 

 

30 000

 

0,00

 

12-Mar-15

 

 

 

 

30 000

 

P Victor(2)

 

11 495

 

11 000

 

0,00

 

11-Sep-14

 

(20 892

)

400

 

(2 003

)

 

Total

 

156 589

 

100 000

 

 

 

 

 

(20 892

)

10 162

 

(50 817

)

195 042

 

 


(1)   Mr B Nqwababa was appointed as Director and Chief Financial Officer with effect from 1 March 2015.

(2)   Mr P Victor resigned as acting Chief Financial Officer with effect from 28 February 2015.

 

LTIs vested during the year

 

 

 

 

 

Long-term 
incentive

 

Average offer 
price

 

Market price

 

Gain on settlement of 
long-term incentive rights

 

 

 

Vesting

 

rights vested

 

per share

 

per share

 

2015

 

2014

 

Directors

 

dates

 

(number)

 

(Rand)

 

(Rand)

 

R’000

 

R’000

 

DE Constable

 

15-Sep-14

 

31 352

 

0,00

 

618,23

 

19 383

 

36 635

 

VN Fakude

 

15-Sep-14

 

17 462

 

0,00

 

618,23

 

10 796

 

12 946

 

P Victor(1)

 

15-Sep-14

 

2 003

 

0,00

 

618,23

 

1 238

 

694

 

Total

 

 

 

50 817

 

 

 

 

 

31 417

 

50 275

 

 


(1)   Mr P Victor resigned as acting Chief Financial Officer with effect from 28 February 2015.

 

LTIs unvested at the end of the year, vest during the following periods

 

Directors

 

Within 
one year 
(number)

 

One to 
two years 
(number)

 

Two to 
three years 
(number)

 

Total 
(number)

 

DE Constable

 

12 662

 

41 694

 

41 000

 

95 356

 

VN Fakude

 

21 240

 

30 446

 

18 000

 

69 686

 

B Nqwababa(1)

 

 

 

30 000

 

30 000

 

Total

 

33 902

 

72 140

 

89 000

 

195 042

 

 


(1)   Mr B Nqwababa was appointed as Director and Chief Financial Officer with effect from 1 March 2015.

 

19



 

Share appreciation rights, with performance targets

 

Directors

 

Balance at 
beginning 
of year 
(number)

 

Granted 
(number)

 

Average 
offer price 
per share 
(Rand)

 

Grant date

 

Effect of 
change in 
composition 
of board of 
directors 
(number)

 

Effect of 
corporate 
performance 
targets 
(number)

 

Balance at 
end of year 
(number)

 

DE Constable

 

365 662

 

 

 

 

 

10 125

 

375 787

 

VN Fakude

 

155 587

 

 

 

 

 

3 962

 

159 549

 

P Victor(1)

 

14 200

 

 

 

 

(14 437

)

237

 

 

Total

 

535 449

 

 

 

 

 

 

(14 437

)

14 324

 

535 336

 

 


(1)   Mr P Victor resigned as acting Chief Financial Officer with effect from 28 February 2015.

 

Share appreciation rights, with performance targets exercised

 

No share appreciation rights with corporate performance targets were exercised during the year.

 

Share appreciation rights, with performance targets, outstanding at the end of the year vest during the following periods

 

Directors

 

Already vested 
(number)

 

Within one 
year (number)

 

One to two 
years (number)

 

Total 
(number)

 

DE Constable

 

219 487

 

37 600

 

118 700

 

375 787

 

VN Fakude

 

36 649

 

41 900

 

81 000

 

159 549

 

Total

 

256 136

 

79 500

 

199 700

 

535 336

 

 

Share appreciation rights, without performance targets

 

Directors

 

Balance at 
beginning of 
year (number)

 

Granted 
(number)

 

Average offer 
price per 
share (Rand)

 

Grant date

 

Effect of 
change in 
composition 
of board of 
directors

 

Balance at 
end of year 
(number)

 

VN Fakude

 

7 400

 

 

 

 

 

7 400

 

P Victor(1)

 

7 000

 

 

 

 

(7 000

)

 

Total

 

14 400

 

 

 

 

 

 

(7 000

)

7 400

 

 


(1)   Mr P Victor resigned as acting Chief Financial Officer with effect from 28 February 2015.

 

Share appreciation rights, without performance targets exercised

 

No share appreciation rights without corporate performance targets were exercised during the year.

 

20



 

Share appreciation rights, without performance targets, outstanding at the end of the year, vest during the following periods

 

Directors

 

Already vested 
(number)

 

Total 
(number)

 

VN Fakude

 

7 400

 

7 400

 

Total

 

7 400

 

7 400

 

 

Sasol Share Incentive scheme

 

Directors do not have any outstanding share options previously awarded under the Sasol Share incentive Scheme and did not exercise any options during the course of the financial year.

 

Sasol Inzalo Management scheme rights

 

At the grant date on 3 June 2008, the issue price of the underlying share of R366,00 which represented the 60 day volume weighted average price of Sasol ordinary shares to 18 March 2008.

 

The shares were issued to The Sasol Inzalo management Trust at R0,01 per share.

 

Directors

 

Balance at 
beginning 
of year 
(number)

 

Rights 
granted 
(number)

 

Value of 
underlying 
share (Rand)

 

Grant date

 

Effect of 
resignations 
(number)

 

Balance at 
end of year 
(number)

 

VN Fakude

 

25 000

 

 

 

 

 

25 000

 

Total

 

25 000

 

 

 

 

 

 

 

25 000

 

 

Prescribed officers

 

LTI holdings

 

Prescribed 
officers

 

Balance at 
beginning 
of year 
(number)

 

Granted 
(number)

 

Average 
offer price 
per share 
(Rand/USD)

 

Grant date

 

Effect of 
corporate 
performance 
targets 
(number)

 

Long-term 
incentive 
rights 
settled 
(number)

 

Long-term 
incentive 
rights 
lapsed 
(number)

 

Balance 
at end 
of year 
(number)

 

SR Cornell(1)

 

37 000

 

5 100

 

0,00

 

11-Sep-14

 

 

 

 

42 100

 

FR Grobler

 

29 672

 

7 500

 

0,00

 

11-Sep-14

 

673

 

(3 368

)

 

34 477

 

VD Kahla

 

24 539

 

9 000

 

0,00

 

11-Sep-14

 

885

 

(4 425

)

 

29 999

 

BE Klingenberg

 

36 345

 

9 000

 

0,00

 

11-Sep-14

 

1 594

 

(7 970

)

 

38 969

 

E Oberholster(2)

 

30 044

 

7 500

 

0,00

 

11-Sep-14

 

(12 662

)

(17 382

)

(7 500

)

 

M Radebe

 

25 424

 

9 000

 

0,00

 

11-Sep-14

 

1 106

 

(5 531

)

 

29 999

 

CF Rademan

 

34 659

 

11 000

 

0,00

 

11-Sep-14

 

1 912

 

(9 563

)

 

38 008

 

SJ Schoeman

 

28 100

 

7 500

 

0,00

 

11-Sep-14

 

280

 

(1 403

)

 

34 477

 

Total

 

245 783

 

65 600

 

 

 

 

 

(6 212

)

(49 642

)

(7 500

)

248 029

 

 


(1)   Mr SR Cornell was appointed in the US and therefore his LTIs are valued at the Sasol ADR price on the NYSE.

(2)   Mr E Oberholster retired from the group with effect from 31 March 2015 and termination arrangements were implemented.

 

21



 

LTIs vested during the year

 

 

 

 

 

Long-term 
incentive

 

Average 
offer price

 

Market 
price

 

Gain on settlement of 
long-term incentive rights 

 

 

 

Vesting

 

rights vested

 

per share

 

per share

 

2015

 

2014

 

Prescribed officers

 

dates

 

(number)

 

(Rand)

 

(Rand)

 

R’000

 

R’000

 

FR Grobler

 

15-Sep-14

 

3 368

 

0,00

 

618,23

 

2 082

 

 

VD Kahla

 

15-Sep-14

 

4 425

 

0,00

 

618,23

 

2 736

 

8 299

 

BE Klingenberg

 

15-Sep-14

 

7 970

 

0,00

 

618,23

 

4 927

 

2 804

 

E Oberholster(1)

 

 

 

17 382

 

 

 

 

 

8 082

 

1 640

 

 

 

15-Sep-14

 

4 042

 

0,00

 

618,23

 

2 499

 

 

 

 

 

31-Mar-15

 

13 340

 

0,00

 

418,51

 

5 583

 

 

 

M Radebe

 

15-Sep-14

 

5 531

 

0,00

 

618,23

 

3 419

 

8 650

 

CF Rademan

 

15-Sep-14

 

9 563

 

0,00

 

618,23

 

5 912

 

2 804

 

SJ Schoeman

 

15-Sep-14

 

1 403

 

0,00

 

618,23

 

867

 

2 830

 

Total

 

 

 

49 642

 

 

 

 

 

28 025

 

27 027

 

 


(1)   Mr E Oberholster resigned from the group with effect from 31 March 2015.

 

LTIs unvested at the end of the year, vest during the following periods

 

Prescribed officers

 

Within 
one year 
(number)

 

One to 
two years 
(number)

 

Two to 
three years 
(number)

 

Total 
(number)

 

SR Cornell

 

 

37 000

 

5 100

 

42 100

 

FR Grobler

 

6 841

 

20 136

 

7 500

 

34 477

 

VD Kahla

 

8 510

 

12 489

 

9 000

 

29 999

 

BE Klingenberg

 

12 200

 

17 769

 

9 000

 

38 969

 

M Radebe

 

8 510

 

12 489

 

9 000

 

29 999

 

CF Rademan

 

12 200

 

14 808

 

11 000

 

38 008

 

SJ Schoeman

 

6 841

 

20 136

 

7 500

 

34 477

 

Total

 

55 102

 

134 827

 

58 100

 

248 029

 

 

Share appreciation rights, with performance targets

 

Prescribed 
officers

 

Balance at 
beginning 
of year 
(number)

 

Granted 
(number)

 

Average offer 
price per 
share (Rand/
USD)

 

Grant date

 

Effect of 
change in 
composition 
of Prescribed 
officers 
(numbers)

 

Effect of 
corporate 
performance 
targets 
(number)

 

Balance at 
end of year 
(number)

 

FR Grobler

 

50 618

 

 

 

 

 

237

 

50 855

 

VD Kahla

 

66 100

 

 

 

 

 

2 400

 

68 500

 

B Klingenberg

 

86 181

 

 

 

 

 

962

 

87 143

 

E Oberholster(1)

 

40 987

 

 

 

 

(42 037

)

1 050

 

 

M Radebe

 

115 362

 

 

 

 

 

2 875

 

118 237

 

CF Rademan

 

65 400

 

 

 

 

 

962

 

66 362

 

SJ Schoeman

 

41 193

 

 

 

 

 

987

 

42 180

 

Total

 

465 841

 

 

 

 

 

 

(42 037

)

9 473

 

433 277

 

 


(1)   Mr E Oberholster resigned from the group with effect from 31 March 2015.

 

22



 

Share appreciation rights, with performance targets exercised during the year

 

No share appreciation rights with corporate performance targets were exercised during the year.

 

Share appreciation rights, with performance targets, outstanding at the end of the year, vest during the following periods

 

Prescribed officers

 

Already 
vested 
(number)

 

Within 
one year 
(number)

 

One to 
two years 
(number)

 

Two to 
five years 
(number)

 

Total 
(number)

 

FR Grobler

 

21 055

 

14 700

 

6 500

 

8 600

 

50 855

 

VD Kahla

 

21 600

 

11 000

 

25 000

 

10 900

 

68 500

 

B Klingenberg

 

33 243

 

20 400

 

15 800

 

17 700

 

87 143

 

M Radebe

 

62 537

 

14 600

 

28 800

 

12 300

 

118 237

 

CF Rademan

 

8 662

 

22 300

 

15 800

 

19 600

 

66 362

 

SJ Schoeman

 

 17 280

 

6 300

 

12 500

 

6 100

 

42 180

 

Total

 

164 377

 

89 300

 

104 400

 

75 200

 

433 277

 

 

Share appreciation rights, without performance targets

 

Prescribed officers

 

Balance at 
beginning of 
year (number)

 

Granted 
(number)

 

Effect of 
change in 
composition 
of Prescribed 
officers 
(numbers)

 

Balance at 
end of year 
(number)

 

FR Grobler

 

12 700

 

 

 

12 700

 

B Klingenberg

 

80 400

 

 

 

80 400

 

E Oberholster(1)

 

8 200

 

 

(8 200

)

 

M Radebe

 

11 400

 

 

 

11 400

 

CF Rademan

 

25 500

 

 

 

25 500

 

SJ Schoeman

 

19 100

 

 

 

19 100

 

Total

 

157 300

 

 

(8 200

)

149 100

 

 


(1)  Mr E Oberholster resigned from the group with effect from 31 March 2015.

 

Share appreciation rights, without performance targets, exercised

 

No share appreciation rights with corporate performance targets were exercised during the year.

 

Share appreciation rights, without performance targets, outstanding at the end of the year vest, during the following periods

 

Prescribed officers

 

Already vested 
(number)

 

Within one 
year (number)

 

Total 
(number)

 

FR Grobler

 

12 700

 

 

12 700

 

B Klingenberg

 

58 000

 

22 400

 

80 400

 

M Radebe

 

11 400

 

 

11 400

 

CF Rademan

 

3 000

 

22 500

 

25 500

 

SJ Schoeman

 

9 300

 

9 800

 

19 100

 

Total

 

94 400

 

54 700

 

149 100

 

 

23



 

Sasol Share Incentive scheme

 

Prescribed officer

 

Balance at 
beginning of 
year (number)

 

Share options 
implemented 
(number)

 

Balance at 
end of year 
(number)

 

FR Grobler

 

4 000

 

 

4 000

 

Total

 

4 000

 

 

4 000

 

 

All share options outstanding at the end of the year, have vested.

 

Share options implemented

 

No share options were implemented during the year.

 

Sasol Inzalo Management scheme rights

 

 

 

Balance at 
beginning of 
year

 

Rights granted

 

Value of 
underlying 
share

 

 

 

Effect of 
change in 
composition 
of group 
executive 
committee

 

Balance at 
end of year

 

Prescribed officer

 

(number)

 

(number)

 

(Rand)

 

Grant date

 

(number)

 

(number)

 

M Radebe

 

15 000

 

 

 

 

 

15 000

 

 

At grant date on 3 June 2008, the issue price of the underlying share of R366,00, which represented the 60 day volume weighted average price of Sasol ordinary shares to 18 March 2008. The shares were issued to The Sasol Inzalo Management Trust at R0,01 per share.

 

Beneficial shareholding

 

The aggregate beneficial shareholding at 30 June 2015 of the directors of the company and the prescribed officers and their associates (none of whom have a holding greater than 1%) in the issued ordinary share capital of the company are detailed in the following tables.

 

 

 

2015

 

2014

 

Beneficial shareholdings

 

Direct 
beneficial

 

Indirect 
beneficial
(1)

 

Total 
beneficial 
shareholding

 

Direct 
beneficial

 

Indirect 
beneficial
(1)

 

Total 
beneficial 
shareholding

 

Executive directors

 

 

 

 

 

 

 

 

 

 

 

 

 

VN Fakude

 

4 269

 

 

4 269

 

1 500

 

 

1 500

 

KC Ramon(2)

 

 

 

 

30

 

41 556

 

41 586

 

Non-executive directors

 

 

 

 

 

 

 

 

 

 

 

 

 

IN Mkhize

 

313

 

18 626

 

18 939

 

313

 

18 626

 

18 939

 

TH Nyasulu(3)

 

 

 

 

 

1 450

 

1 450

 

Total

 

4 582

 

18 626

 

23 208

 

1 843

 

61 632

 

63 475

 

 


(1)   Shares in Sasol Inzalo Public Limited (RF).

(2)   Resigned with effect from 9 September 2013.

(3)   Resigned with effect from 22 November 2013.

 

24



 

 

 

2015

 

2014

 

Prescribed officers

 

Direct 
beneficial

 

Indirect 
beneficial
(1)

 

Total 
beneficial 
shareholding

 

Direct 
beneficial

 

Indirect 
beneficial
(2)

 

Total 
beneficial 
shareholding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AM de Ruyter(3)

 

 

 

 

5 900

 

 

5 900

 

FR Grobler

 

13 500

 

 

13 500

 

13 500

 

 

13 500

 

CF Rademan

 

2 500

 

 

2 500

 

 

 

 

GJ Strauss(4)

 

 

 

 

4 300

 

 

4 300

 

M Radebe

 

 

3 357

 

3 357

 

 

3 819

 

3 819

 

E Oberholster(5)

 

 

 

 

 

300

 

300

 

Total

 

16 000

 

3 357

 

19 357

 

23 700

 

4 119

 

27 819

 

 


(1)   Shares in Sasol Inzalo Public Limited (RF).

(2)   Includes units held in the Sasol Share Savings Trust and shares in Sasol Inzalo Public Limited (RF).

(3)   Resigned with effect from 30 November 2013.

(4)   Retired with effect from 30 September 2013.

(5)   Retired with effect from 31 March 2015.

 

Sasol Inzalo Public Limited (Sasol Inzalo) indirectly held 2,4% of the total issued capital of Sasol on 30 June 2015 in the form of unlisted Sasol preferred ordinary shares. The Sasol Inzalo ordinary shares have limited trading rights until 7 September 2018. Refer to note 47 of the consolidated annual financial statements for the year ended 30 June 2015 for details of the Sasol Inzalo share transaction.

 

Dilution

 

The potential dilution that could occur if all the share options are implemented under the Sasol Share Incentive Scheme and the Sasol Inzalo share plan is addressed in note 47 of the consolidated annual financial statements.

 

Post script: Summary of termination arrangements applicable to prescribed officer agreements

 

REMUNERATION 
POLICY COMPONENT

 

VOLUNTARY TERMINATION (i.e. resignation)

 

INVOLUNTARY TERMINATION (i.e. 
retrenchment, redundancy, retirement 
or other reasons included under the 
definition of ‘good leaver’)

Base Salary

 

Payable up to the last date of service including the notice period either in exchange for service or in lieu of the notice period.

 

Payable up to the last date of service including the notice period.

 

 

 

 

In cases of retrenchment or redundancy, a four month notice period applies where typically notice period will be paid out in lieu of working the full notice period.

Health insurance

 

Benefit continues up to the last date of service.

 

Benefit continues up to last date of service and for pensioners who qualify for the post retirement plan, they continue to receive the employer’s contribution towards the health plan.

Retirement and risk plans

 

Employer contributions are paid up to the last date of service. The employee is entitled to the full value of the investment and any returns thereon.

 

Employer contributions paid up to last date of service. The employee is entitled to the full value of investment and any returns thereon.

 

25



 

REMUNERATION 
POLICY COMPONENT

 

VOLUNTARY TERMINATION (i.e. resignation)

 

INVOLUNTARY TERMINATION (i.e. 
retrenchment, redundancy, retirement 
or other reasons included under the 
definition of ‘good leaver’)

Other benefits

 

 

 

In cases of retrenchment/redundancy, a severance package equal to three weeks’ salary per completed year of service is offered in addition to the notice period.

 

 

 

 

In case of voluntary retrenchments, an additional three months’ salary is included in the severance package.

Short-Term Incentive (STI)

 

If the executive resigns on or after 30 June, there is an entitlement to the STI which may be applicable for the past financial year, subject to the achievement of performance targets. No pro rata incentive is due if the executive leaves prior to the end of the financial year.

 

A pro rata incentive is payable for the period in service during the financial year.

Long-Term Incentives (LTIs)

 

All vested SARs to be exercised by the last date of service. All unvested SARs and LTIs are forfeited.

 

To the extent that CPTs have been met, unvested SARs and LTIs will vest on the last date of service if the executive does not retire before the contractual retirement age. For early retirees, the original SAR vesting period remains unchanged up to the normal date of retirement and then vests subject to the achievement of CPTs as well as an application of a service penalty for the period not worked during the vesting period.

 

·                      In cases of executives being dismissed, the salary and contributions towards benefit plans will be paid up to the last date of service, but there will be no entitlement to unvested long-term incentive awards, or a pro rata short-term incentive.

 

·                       In cases of separation by mutual agreement, the salary and contributions towards benefit plans will be paid up to the last date of service and a mutual separation amount or a retainer may be offered subject to board approval.

 

·                       In the event of a takeover or merger of the company, the rights issued under the long-term incentive plan will vest immediately subject to the latest estimated performance achievement against the corporate performance targets, as approved by the board.

 

·                      There are no arrangements for ‘golden’ parachutes or any other incentivised terminations other than what is payable under the retrenchment policy.

 

·                      Prescribed officers and participants of the long-term incentive plans may not trade any Sasol shares or long-term incentives during a closed period.

 

·                      The Committee has the discretion to vary cessation conditions.

 

·                      From FY16 there will no longer be accelerated vesting on LTIs issued to executives and the normal vesting period will remain in place for good leavers.

 

26



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