EX-99.2 12 a2236404zex-99_2.htm EX-99.2

Exhibit 99.2

REPORT OF THE REMUNERATION COMMITTEE FOCUS AREAS Reviewing peer group for benchmarking purposes Benchmarking of long-term incentive vesting periods Aligning incentive targets with revised strategic objectives Reaching groundbreaking multi-year increase settlements for unionised staff Policy alignment for Non-executive Director fee structures strategy and grow stakeholder value sustainably. Our remuneration policy is reviewed annually to determine how well it enables the attraction, motivation and retention of skilled resources while maintaining a strong balance with shareholder interests. Alignment of Non-executive Director fee structures In line with the Group's pay philosophy the Board has, since 2013, been considering how to ensure pay parity for our Non-executive Directors, and could no longer ignore the fact that we offer different fee structures to our Non-executive Directors on the basis of residence only. After recent meetings with large institutional investors, we refined the fee proposal and you will be requested to support the revised fee structure at our November 2018 Annual General Meeting. Multi-year increase settlement The Committee was delighted with the ground-breaking multi-year wage increase settlements that were reached in the Chemicals and the Mining sectors of our operations. These have contributed significantly to a stable and productive working environment for our South African operations. The Committee also reviews the minimum salaries offered to our employees ensuring that they are market-related and evidence of being a responsible, caring employer. In this vein, we have approved an enhancement to the Sasol South Africa share savings plan which will encourage our employees to contribute towards a long-term savings option into Sasol share units. Members of the Group Executive Committee (GEC) are not eligible to participate in this plan. Mpho Nkeli Chairman of the Remuneration Committee Dear stakeholder On behalf of the Remuneration Committee (the Committee), I am pleased to present the 2018 remuneration report. It highlights the policy's key components, which are aligned to the Group’s strategy, and also illustrates how the policy translated into reward outcomes over the past year. I would like to start by thanking Mr Henk Dijkgraaf for his immense contribution and dedication as the Committee Chairman over the past 10 years. Under his leadership, the Sasol remuneration policy was completely transformed and is now considered to be market-related as well as balanced with shareholders’ interests. Mr Dijkgraaf retired from the Sasol Limited Board (the Board) on 30 April 2018. We wish him well in his retirement. During April 2018, I had the privilege of meeting our largest institutional investors as part of the orientation into my new role. I would like to thank everyone for the confidence they have placed in me and can assure you that the feedback that we receive not only from our shareholders but all stakeholders, is seriously considered by the Committee. I would also like to thank all Sasol’s shareholders for their continued support of our remuneration policy. At the November 2017 Annual General Meeting, 92,96% (2016: 90,93%) of votes cast were in favour of the remuneration policy and 89,84% supported the implementation report. The Committee is tasked by the Board to independently approve and oversee the implementation of a remuneration policy that will encourage the achievement of the group

 


Sasol Limited Group Report of the Remuneration Committee (continued) Alignment of incentive targets The 2018 focus areas and the policy enhancements support the delivery of Sasol’s strategic objectives and emphasise our commitment to safety, human capital management and environmental sustainability. The introduction of the Return On Invested Capital (ROIC) target in our LTI plan and the project delivery measure in our short-term incentive (STI) plan were mainly as a result of feedback received from our shareholders. Pay for performance Sasol’s financial results for 2018 were again impacted by the volatile macroeconomic environment. The stronger rand/US dollar exchange rate impacted significantly on Sasol’s ability to meet earnings targets. Despite this challenge and the very unfortunate fatalities, Sasol maintained resilient performance and was able to meet some of the targets set for the STI plan. The group's “total shareholder return” performance was below target which again resulted in a below-target LTI plan vesting percentage. Despite low incentive scores the Committee has however, as in the past, agreed to not apply its discretion in changing the outcome of the formulaic calculations. There were no exceptions to the policy which required the Committee’s approval. We are committed to ensuring that the remuneration policy and practices are fair and responsible and we welcome the opportunity to discuss the policy and its outcomes with our stakeholders. Mpho Nkeli Chairman of the Remuneration Committee 16 August 2018 1.2 Key definitions For clarity, the following terms are used for reporting purposes. Remuneration policy Top Management The GEC is responsible for the development and oversight of the implementation of the organisation’s strategy and business plans. Top 1.1 Introduction The Committee is mandated by the Board to oversee all aspects of remuneration in accordance with the approved terms of reference. These are reviewed annually by the Board and are available on the groups website at www.sasol.com. Feedback reports on the decisions taken at Committee meetings are presented to the Board. The effectiveness of the Committee and the Committee Chairman is assessed every two years. The Committee met four times during the year. Sasol complies with the relevant remuneration governance codes and statutes that apply in the various jurisdictions within which it operates. All recommended practices stated under Principle 14 of the King IV Code™ are applied and are explained throughout this report through the outcomes achieved. Aon (a United Kingdom-based firm that is a signatory to the UK Remuneration Consultants’ Code of Conduct) acts as our independent external advisor in support of our endeavours to act independently and provides specialist input to the Committee. Management consults survey reports from various large remuneration firms and also contract Vasdex associates from time to time. COMMITTEE MANAGEMENT 1.3 Risk management Remuneration risk is reviewed in accordance with the terms of reference of the Committee. In the normal course of business, Sasol aligns remuneration decisions with strategic business objectives. The Committee ensures that: The policy is transparent to all stakeholders All incentive plans and the remuneration mix is reviewed annually Executives do not approve their own remuneration or benefits All exceptions are approved by the Committee and by the Board in the case of Executive Directors management includes the Joint Presidents and CEOs, the GEC and Group Leadership. JOINT PRESIDENTS AND CEOs GROUP EXECUTIVE Executive Vice Presidents EVPs (10) Members of the GEC who are not executive directors are GROUPPrescribed Officers LEADERSHIP Senior Vice Presidents (SVPs) (36) LEADERSHIP Vice Presidents (VPs) (191) SENIOR (968) 2019 Planned policy enhancements • Review of the design of our incentive plans to ensure ongoing relevance and competitiveness • Review of the employee value proposition offered to all our employees • Implementation of a single Non-executive Director fee structure • Detailed internal equity analysis

 


2.1 Key components of our remuneration policy Our policy is linked to the group strategy and is a key enabler for the achievement of the Group’s key performance indicators. Policy principles Policy application component the Committee and set in accordance with market • Performance-based increases are not applied jurisdiction. • Sustainability is a key performance objective and measured at Group and OME operational STI scorecards, as applicable: Remuneration Total Guaranteed Package (TGP)/ Base salary • TGP = Base salary + cost of all employer contributions. • Broad pay bands set with reference to location and sector-specific median benchmark points. • For GEC, the benchmark is derived from a comparator group resembling a similar geographic footprint, market capitalisation and business model as Sasol’s. • The total cost of annual increases is approved by movement, affordability and forecast inflation. for the bargaining sector as across-the-board increases are applied with effect from 1 July. For other employees, the effective date is 1 October. • The company’s expatriate remuneration policy enables global mobility of key management and specialists. • Employees in countries other than South Africa and employees in the SA collective bargaining sectors, are paid a base salary rather than a TGP. • Salaries are paid monthly to all employees except for employees in the United States and Canada who receive salary payments on a bi-weekly basis in line with local market practice. • Employees who are promoted are considered for adjustments if justified. • Expatriate salaries are adjusted for cost-of-living and location differences and tax equalisation is mostly applied. Benefits and allowances • Benefits include, but are not limited to, membership of a retirement plan, health insurance and risk cover to which contributions are made by both the company and the employee. • Allowances are paid in terms of statutory compliance or as is applicable in a sector / • A number of special allowances including inter alia, housing, cost of living, home leave and child education are included in the group’s expatriate policy. • Benefits are offered on retirement, for reasons of sickness, disability or death. • The beneficiaries of employees who pass away while in service receive additional insurance cover of which the quantum depends on the retirement plan of which they were a member during service. • Allowances are linked to roles within specific locations and are paid together with salaries. With the exception of expatriates, there are no allowances paid to those in senior management and higher. Short-term incentive (STI) plan • A single STI structure is applied globally and paid annually in September after Committee approval. Most mining employees earn a production bonus which is paid monthly. • Target incentives align with median benchmarks. • The STI structure consists of group, entity and individual performance targets set in advance of every financial year. • Group, entity and individual performance targets are reviewed annually to ensure relevance, continuous improvement and alignment with the Group’s strategic objectives, which includes safe, sustainable operations. • Group targets for 2018: – Growth in headline earnings – Growth in production volumes – Growth in cash fixed costs – Improvement in working capital and gross margin – Project delivery – B-BBEE targets (for South African entities in respect of preferential procurement and employment equity) – Safety and sustainability targets – recordable case rate (RCR), fires, explosions and releases (FERs) and energy efficiency in our South African manufacturing operations • Operating Model Entity (OME) incentive targets are set in line with business plans approved by the responsible EVP. levels. In addition to the Group targets, the following objectives are included in – safe transportation of hazardous chemicals, occupational health measures, carbon emissions and leaks or spills of hazardous materials These measures balance safety, environmental sustainability and operational performance criteria. Individual targets are included in the performance agreement. These also include major project milestones where relevant. • Individual targets are agreed in the annual performance contract, performance against objectives are assessed bi-annually. Long-term incentive (LTI) plan • Equity-settled awards linked to the market value of a Sasol ordinary share (or American Depository Receipts (ADR) for international employees), subject to the vesting conditions. • The Committee governs LTI awards and considers these in respect of: – Internal and external promotions to qualifying roles; – Annual awards to eligible employees; and – Discretionary awards for purposes of retention. • Awards are linked to the role and individual performance, and vesting is subject to service and performance targets. The vesting period is three years for participants in leadership and senior management. A split vesting period of three and five years applies to participants in top management. • Of the total award, the following portion is linked to corporate performance targets (CPTs): – Group Executive Committee: 100% – Other participants: 60% • CPTs include: – Total shareholder return vs. two indices, namely the MSCI World Energy Index and the MSCI World Chemicals Index – Efficiencies measuring increase in tons produced over staff growth – Return on invested capital (ROIC)

 


Sasol Limited Group Report of the Remuneration Committee (continued) 2.2.2 Total guaranteed package (TGP) South African employees who are not covered by collective bargaining agreements receive a TGP which includes employer contributions towards retirement, risk and healthcare benefits. In terms of this model, all changes to benefit contribution levels are cost neutral to the employer and increases in the benefit pricing of employee and employer contributions reduce the net cash salary of employees. All other employees receive a basic salary. In some jurisdictions, a 13th cheque is payable. Performance based increases are not applied for the South African bargaining sectors as across-the-board increases are applied with effect from 1 July each year. In all other jurisdictions, annual increases are distributed with reference to merit and the positioning in the pay range. Increases are also negotiated with trade unions and works councils in the USA, Germany and Italy. The following graph, shows the compound effect of higher increases that have been awarded to employees in the South African bargaining sectors, compared to the increases granted to employees who fall outside of the bargaining sectors including management. 2.2 Total remuneration This section provides detail on the different components of the reward mix offered. 2.2.1 Benchmarking One of the Committee’s key tasks is to preserve the relevance, integrity and consistency of benchmarking. Benchmark data is used for purposes of providing trend lines and for the comparison of practices but is indicative only. Benchmarking sources: 200 150 In the past year, we recognised that some of the companies that had been included in the peer group since 2015, were for various reasons, no longer relevant e.g. British Gas, ABInBev, DowDuPont, Anglogold Ashanti and Gold Fields. To allow for more compatability, we needed to include more chemicals companies from the MSCI World Chemicals Index. We also needed to exclude some of the companies with a market capitalisation much larger than that of Sasol. The following 27 companies have now been included in the new peer group, to be used from 2019 for executive remuneration benchmarking as well as the setting of Non-executive Director fees: 100 50 0 2012 2013 2014 2015 2016 2017 2018 Bargaining unit staff (average across sectors) Non-bargaining unit staff/management In addition to higher increases in the Mining sector specifically, Sasol also offered an enhanced housing allowance benefit to our mining employees over the past year, at an annual cost of R19 million as well as a significant increase in the minimum salary offered. The revised minimum monthly salary of R8 800 per month, effective 1 July 2017, translates to an annual minimum total guaranteed package excluding incentives and overtime, of R173 840 or R14 487 per month. We are aware that our employees are highly indebted and therefore implemented two programmes over the past year to assist employees in the process of legally challenging garnishee orders, to restructure debt and to educate our employees on financial management. In addition, we issued a ‘Quality of Life’ survey to all our South African employees to inter alia assess their living standards which includes the form of housing they use, understand more about the extent to which they have to support extended families, and which benefits they value most and least. This information is in the process of being analysed and will greatly inform future interventions to enhance the different components of our employee value proposition and re-inforce the feeling of care for our employees. Similar interventions will, as appropriate and required, be implemented in the different locations where we operate in, around the globe. The Committee is comfortable that the new comparator group is more representative of our business model, product range and market capitalisation. We do not follow benchmarks slavishly, but use the information as an indicator when we design our plans and pay lines. Previous comparator group New comparator group • South African listed companies: Anglo American, AngloGold Ashanti, BHP Billiton, Gold Fields, Mondi, MTN Group, SAB Miller • International listed companies: BASF, BG Group, BP, Dow Chemical, ENI, Hess, Imperial Oil, Lyondellbasell, Marathon Petroleum, Occidental Petroleum, Phillips 66 • South African listed companies: Anglo American, BHP Billiton, Kumba Iron Ore, Mondi, MTN Group • International listed companies: Air Products and Chemicals, Akzo Nobel N.V., Albemarle, Anadarko Petroleum, Apache Corp, BASF, Continental Resources, Covestro AG, Devon Energy, Eastman Chemical, Evonik Industries AG, Hess, Imperial Oil, Linde AG, Lyondellbasell, Noble Energy, Origin Energy, Pioneer Natural Resources, Phillips 66, Solvay SA, Suncor Energy, and Williams. Employee group Data source GEC Executive remuneration comparator group and data in executive surveys Rest of employees in Southern Africa Survey reports from PwC, Remchannel and Mercer Employees in the international environment Survey data from the Hay Group, ECA, Mercer and Towers Watson

 


2.2.3 Short-term incentive plan The configuration and weightings attached to the different parts of the STI formula differ to the extent that employees can influence the achievement of performance objectives either directly or indirectly. The following chart sets out the targets and weightings approved for the 2018 STI. The changes from 2017 are the inclusion of a project delivery measure and a focus on high-severity safety incidents. 2018 Group STI targets for GEC Headline earnings Production volumes Growth in cash fixed costs Working capital and gross margin Project delivery Safety, health and environment Preferential procurement and employment equity Measurement of Executive Directors’ performance 20% STRATEGIC % results, project performance, stakeholder relationships, LEADERSHIP 5% 5% 15% 30% of the group scorecard applicable to members of the GEC is now made up of environmental, social and governance (ESG) measures. final score is recommended PERFORMANCE AGAINST TARGETS STI - Below the GEC Performance PERFORMANCE OUTCOMES resulting in incentive awards that are considered and The individual performance factor ranges from 0% to 100% but must balance at 100% across the Group. All scores are audited by Sasol Assurance Services and payment is approved by the Committee. Measurement of Prescribed Officers (GEC) performance The Joint CEOs table the performance outcomes of all Prescribed Officers to the Committee which is required to approve all incentive payouts and vesting of awards. STI – Members of the GEC The following formula is used to calculate the STI amounts payable to the GEC: 2.2.4 Long-term incentive plans Equity-settled plan To align the interest of executives with the interest of shareholders, Sasol provides qualifying employees with the opportunity to participate in the LTI-plan. The equity-settled LTI gives participating employees the opportunity, subject to the vesting conditions, to receive Sasol ordinary shares or ADR. Participants have the option to sell or retain the shares after the vesting period. A split vesting period applies to top management, where 50% of the award vests subject to the achievement of CPTs after three years from the date of grant (performance period). The balance is released to the participant after a five-year period subject to the vesting conditions. Accelerated vesting principles in cases of termination for ‘good leavers’ do not apply to top management. A service penalty is applied for all participants whose services are terminated under ‘good leaver’ conditions before the end of the performance period. Performance individual or The Committee and the Board have discretion to alter the outcome of the calculation and will disclose any changes made. Individual Portfolio Factor % (0%-150%) Assessment of individual performance against project milestones and OME targets. Group Performance Factor % (0%-150%) Performance measured against financial and non-financial drivers. STI Target % - Derived from benchmarking positions of similar complexity in the comparator group. are tabled at the Board by the Chairman of the Board, supported by the Committee approved by the Board prior to any pay-out or vesting of awards Individual Factor % OME % score Group performance factor STI Target % is assessed bi-annually and the by the Chairman of the Board to the Committee for consideration includes objectives linked to financial and non-financial culture and values, approved at the start of the financial year

 


Sasol Limited Group Report of the Remuneration Committee (continued) In line with the practice of our peer companies, the growth in attributable earnings target was replaced with a Return On Invested Capital (ROIC) target, thereby incentivising effective capital allocations. The following table summarises the weightings and CPTs under which the 2018 LTI awards were granted. Share appreciation rights (SARs) (no awards made since 2013) 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 2012; 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 is subject to CPTs being achieved. Gains are only realised once the participant elects to exercise the vested SARs which can only be done outside of closed periods within the meaning of the JSE Listings Requirements. SARs issued in 2013 will vest at 84%. The plan will expire in 2022. 2.3 Clawback policy Clawbacks may be implemented by the Board for material misstatements of financial statements or errors in calculations that led to the overpayment of incentives to executives and gross misconduct on the part of the employee leading to dismissal. Clawbacks may be implemented from all gains derived from any short-term or long-term incentive award in the form of a reduction in the value of these awards in future years, or (other than for executive directors) in the form of a repayment plan over a period of up to 12 months. Executive directors are required to repay the amount in full. In the event that an employee has left the services of the company, or there is limited possibility of recovering amounts from future incentive awards, the company may institute proceedings to recover such amounts. 2.4 Share ownership by executive directors The share ownership guideline effective 1 July 2016 requires the following holdings: • Joint Presidents and Chief Executive Officers: 300% of annual pensionable remuneration • Chief Financial Officer and other executive directors: 200% of annual pensionable remuneration The requirement must be fully achieved within five years from the date of appointment. on base 1.Vesting on a straight-line basis between threshold and target and between target and maximum. 2.ROIC replaced compound growth in attributable earnings in 2017. 3.TSR = Total shareholders’ return measured separately against the two indices; vests on a ranked relative basis between threshold and target and between target and maximum. 4.AUC = Assets under construction. 5.WACC = Weighted average cost of capital. The threshold, target and maximum reward outcomes that could be derived under the terms of the policy are indicated in the following graph: 700% 600% 500% 400% 300% 200% 100% 0% Joint Presidents and CEOs at target Joint Presidents and CEOs at maximum Executive Director at target Executive Director at maximum GEC at target GEC at maximum LTI STI TGP1 ownership holding1 LTIs 1. Joint Presidents and CEOs, Executive Directors and GEC members at threshold performance will only receive TGP. The graphs 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 is annually reviewed. 1. 13 003 Sasol ordinary Shares valued at the closing share price of R502,86 on 30 June 2018. Executive directors Annual pensionable remuneration Date of on date of appointment appointment Value of direct beneficial Required Sasol Year-end value of ordinary value of share share-unvested SR Cornell 1July2016 $900000 $2700000 – $4581000 B Nqwababa 1July2016 R6580000 R19740000 R6538689 R61517000 P Victor 1July2016 R4340000 R8680000 – R38420000 300% 270% 220% 135% 150% 203% 110% 115% 259% 90% 169% 75% 100% 100%100%100%100%100% Measures1 Weighting (of the Target Stretch portion (at which (at which linked to 100% of the 200% of the the CPTs) Threshold awards vest) awards vest) Increase in tons produced per head 25% 0% improvement on base 1% improvement on base 2% improvement Return on invested capital (ROIC)2 25% 3-year average ROIC (excluding AUC4) at 1 x times WACC5 3-year average ROIC (excluding AUC4) at 1,3 times WACC5 3-year average ROIC (excluding AUC4) at 1,5 times WACC5 TSR3 – MSCI World Energy Index 25% 40th percentile of the index 60th percentile of the index 75th percentile of the index TSR3 – MSCI World Chemicals Index 25% 40th percentile of the index 60th percentile of the index 75th percentile of the index

 


2.5 Retention and sign-on payments The sign-on payment and retention policy may be used in the recruitment of candidates in highly specialised or scarce skill positions, mostly in senior levels, or to retain critical skills. These payments are linked to retention periods of at least two years. 2.6 Executive service contracts The term of office of the Joint Presidents and CEOs is not specified in the company’s memorandum of incorporation. Members of the GEC have permanent employment contracts with notice periods of three to six months. The contracts provide for salary and benefits to be offered to them as well as participation in incentive plans on the basis of group and individual performance and as approved by the Board. EVPs who are members of the South African Sasol Pension Fund 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. Apart from security benefits, there are no other special perquisites for members of the GEC. Termination arrangements applicable to GEC including a four-month notice period. plan continue to receive the employer’s may be increased for voluntary retrenchments or service during the financial year. the period not worked during the vesting period. In the event of a takeover or merger of the company, the rights awarded under the LTI 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 Sasol’s retrenchment policy. The Committee has the discretion to vary cessation conditions. Executive management and participants of the LTIs may not transact in Sasol shares or LTIs during a closed period within the meaning of the JSE Listings Requirements. 2.7 Non-binding advisory votes on the remuneration policy and implementation report In the event that less than 75% support for these reports is achieved at the AGM, Sasol will invite dissenting shareholders to submit reasons for such votes in writing, whereafter further engagements may be scheduled. 2.8 Non-executive Director (NED) fees NEDs 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 LTI plans. No arrangement exists for compensation in respect of loss of office. NEDs are paid a fixed annual fee in respect of their board membership, as well as supplementary fees for committee membership and an additional committee fee for formally scheduled board and committee meetings 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 Health insurance Benefit continues up to the last date of service. Benefit continues up to last date of service; employees who qualify for the post-retirement contribution. 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 fund credit and any returns thereon. Other benefits Not applicable. A severance package equal to three weeks’ salary per completed year of service is offered which mutually agreed terminations. Short-term incentive 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 for reasons of dismissal or resignation. A pro rata incentive is payable for the period in Long-term incentives All vested Share Appreciation Rights (SARs) to be exercised by the last date of service. All unvested SARs and LTIs are forfeited. 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 No accelerated vesting applies to long-term incentives but service penalty will be applied at the end of the vesting period.

 


Sasol Limited Group Report of the Remuneration Committee (continued) that do not form part of the annual calendar of meetings. Actual fees and the fee structure are reviewed annually. Six years ago, the Board agreed that the ever-widening gap in the fees earned by resident and non-resident directors needed to be closed. Although approval was received for several higher-than-inflation increases to the resident NED fees, the volatility of the rand/ US dollar currency negated any progress made in this regard. Also, over the past few years, the continued low Brent crude oil price and balance sheet constraints due to the advancement of our growth project in the US did not create an opportune time for any big changes in the NED fee structuring approach. Sasol is a global company and needs to attract and retain a diverse mix of South African and global directors to its board. Our remuneration policy allows for justified discrimination in remuneration. The Board does not believe that different fee structures for resident and non-resident directors is justifiable. Therefore, we have recently held consultations with our large institutional investors on a proposal for a single currency fee structure. We have considered all the feedback received and will request shareholders to vote on the new NED fee structure at the November 2018 Annual General Meeting. We anticipate phasing in the new structure over time. Annual Non-executive Directors’ fees: 2018 2017 1. The Hedging Committee was broadened to the Digital, Information Management and Hedging Committee with effect from 1 July 2017. 2. Changed from Nomination, Governance, Social and Ethics Committee to Nomination and Governance Committee with effect from 1 July 2017. 3. The Risk and SHE Committee was reconstituted as the Safety, Social and Ethics Committee with effect from 1 July 2017. 3.1 Sasol's Inzalo ESOP ownership structures - our contribution to economic transformation In 2008 eligible Sasol employees received rights to shares in either the Employee Share Ownership Plan (ESOP) or the Management Share Ownership Plan (MSOP). Over the past 10 years, 50% of the declared dividends was paid to participants, while the remaining 50% was used to service the debt. The Inzalo ESOP and MSOP were implemented in 2008 at a Sasol share price of R366 per share. Two years before the implementation, the share price was R251,30. It was widely anticipated that the share price would continue to grow at the same rate over the 10-year transaction term. The model was designed so that the notional vendor financing would be settled through significant growth in the share price as well as 50% of the dividends earned on the Sasol shares held by the ESOP and MSOP trusts. Since the date of implementation the share price was impacted by volatile macroeconomic factors. If any value was to have been realised for participants, the share price would have needed to trade above R905 at the end of the transaction term in 2018. As the expected share price was not achieved, no capital value (other than the dividends), was transferred to participants when the Inzalo plans came to an end in June 2018. 3.2 Sasol Khanyisa ESOP – Sasol’s new Broad-Based Black Economic Empowerment Ownership Plan In designing Sasol Khanyisa, we have considered our past experiences and reviewed many of the larger B-BBEE transactions in South Africa, designing Khanyisa to incorporate what we consider to be the most appropriate and best features. Sasol Khanyisa was approved by our shareholders in November 2017. It is not considered to be part of our benefit structures due to the nature thereof, but was designed to enable Sasol to receive the required accreditation under the Department of Trade and Industry Codes. 18 282 employees received a Tier 1 Khanyisa award and 18 301 employees received a Tier 2 Khanyisa award. Tier 1 has a three-year vesting period and Tier 2 has a 10-year vesting period. Member Chairman Member Chairman Chairman of the Board, inclusive of fees payable for attendance or membership of board committees and directorship of the company R5 100 000 R4 900 000 Resident fees: Non-executive Directors Audit Committee Remuneration Committee Capital Investment Committee Digital, IM and Hedging Committee1 Nomination and Governance Committee2 Safety, Social and Ethics Committee3 Lead Independent Director (additional fee) Attendance of formally scheduled ad hoc board and committee meetings (per meeting) R723 000 R199 000R398 000 R136 000R272 000 R117 000R234 000 R117 000R234 000 R117 000R234 000 R117 000R234 000 R170 000 R21 000 R660 000 R199 000 R398 000 R136 000 R272 000 R117 000 R234 000 R117 000 R234 000 R117 000 R234 000 R117 000 R234 000 R170 000 R134 000 R21 000 Non-resident fees: Non-executive Directors Audit Committee Remuneration Committee Capital Investment Committee Digital, IM and Hedging Committee1 Nomination and Governance Committee2 Safety, Social and Ethics Committee3 Lead Independent Director (additional fee) Attendance of formally scheduled ad hoc board and committee meetings (per meeting) US$150 000 US$27 000US$54 000 US$20 500 US$41 000 US$18 500 US$37 000 US$18 500 US$37 000 US$18 500 US$37 000 US$18 500 US$37 000 US$51 000 R21 000 US$147 000 US$27 000 US$54 000 US$20 500 US$41 000 US$18 500 US$37 000 US$18 500 US$37 000 US$18 500 US$37 000 US$18 500 US$37 000 US$51 000 R21 000

 


Implementation Report This part of the report focuses on the performance outcomes against the targets set for the 2018 STI plan as well as the LTI awards which vest with reference to the performance over the period that ends in 2018. In addition, we include the tables with all amounts received / receivable by members of the GEC. The resultant outcomes of the group performance factor multiplier for 2018: margin budget environmental & A summary of outstanding LTI awards and vesting percentages: 94,3% 81,4% 160%3 160%3 1. Vested on the 30 June 2017 results and settled in 2018. 2. Executive vice presidents, CFO and Joint CEOs. 3. All other participants. 4. Split vesting period after three and five years respectively. ESG measures Financial Vesting year year of (financialVesting allocationyear) range Weighting of performance targets Vesting results IncreaseTSR vs. Growth in Return on in tons MSCI World TSR vs. MSCI attributable invested produced / Chemicals TSR vs. JSE World Energy earnings capital headindex RESI 10 Index 2015 2018 0% to 200%2 40% to 160%3 25% – 25% – 15% 35% 90,4% 2016 2019 and 20214 0% to 200%2 40% to 160%3 25% – 25% 25% – 25% 69,0% 2017 2020 and 20224 0% to 200%2 40% to – 25% 25% 25% – 25% Unvested 2018 2021 and 20234 0% to 200%2 40% to – 25% 25% 25% – 25% Unvested Weighted Weight-Threshold Target Stretch Target Achieve-achieve-Sasol KPIsGroup targetsing (Rating = 0%) (Rating = 100%)(Rating = 150%)ment ment Quality based earnings growth Target: 81% USD EBIT growth Year-on-year growth in headline earnings 30% 2017 headline earnings + CPI (measured over the financial year) 2017 headline earnings + CPI (measured over the financial year) + 2% 2017 headline earnings + CPI (measured over the financial year) + 8% Below threshold 0% Gearing Target: Achieve a gearing level of 20%-40% (Temporarily increased to 44% until the end of 2018) Year-on-year growth in production volumes (fuel-equivalent tons) 15% 2017 volumes 2017 volumes + 1% 2017 volumes + 2% 0,9% growth 13,50% Year-on-year growth in cash fixed costs (CFC) 15% Approved group 2018 CFC budget including CFC savings of R9,5bn Approved group 2018 CFC budget including CFC savings of R10,5bn Approved group 2018 CFC budget including BPEP savings of R11,5bn Above target 18,22% Working capital and gross margin 5% 15% below 2018 absolute working capital and gross margin budget 100% of 2018 absolute working capital and gross margin budget 15% better than 2018 absolute working capital and gross 4% below target 3,66% Project delivery 5% 50% of weighted average project scores within estimated end-of-job capital cost 80% of weighted average project scores within estimated end-of-job capital cost 100% of weighted average project scores within estimated end-of-job capital cost On target 5,00% Broad-based Black Economic Empowerment Target: Level 4 by 2020 B-BBEE: Preferential procurement 5% Score of 10 out of 25 on the B-BBEE on scorecard Score of 11 out of 25 on the B-BBEE scorecard Score of 12 out of 25 on the B-BBEE scorecard Exceed stretch target 7,50% Employment equity – African and Coloured appointments 5% 50% of all opportunities employed in the targeted groups. 70% of all opportunities employed in the targeted groups. 80% of all opportunities employed in the targeted groups 49% of opportunities utilised 0% Safety, health and environment (SHE) Target: RCR of less than 0,30 by 2020 SHE safety lagging indicators – occupational safety 5% RCR0,32 RCR=0,27 RCR0,25 RCR of 0,27 5,00% 5% 21 FERs 19 FERs 17 FERs Achieved stretch target 7,50% Safety (high severity injuries including fatalities) 5% 9 injuries + fatalities 6 injuries + fatalities 3 injuries + fatalities Below threshold 0% SHE sustainability – energy efficiency index in South African operations 5% Energy intensity improvement of 0,3% on 2017 score Energy intensity improvement of 0,5% on 2017 score Energy intensity improvement of 0,8% on 2017 score Below target 2,63% Total 63,01% (2017: 72, 79%)

 


Sasol Limited Group Report of the Remuneration Committee (continued) Executive Directors Factors considered in the final determination of the annual STI award. The final individual performance factors (IPFs) are disclosed in a range: 1. Gross US dollar salary Remuneration and benefits paid (disclosed in rands) and approved in respect of 2018 for Executive Directors: 1. Short-term incentives approved based on the Group results for the 2018 financial year and payable in the 2019 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2018. 2. Long-term incentives for the 2018 financial year represent the number of units x corporate performance target achieved (2018) x closing share price on 16 August 2018. The actual vesting date for the annual awards made on 21 September 2015 is 21 September 2018. Dividend equivalents accrue at the end of the vesting period, to the extent that the LTI units vest. It represents: number of units awarded x corporate performance targets achieved during financial year 2018 x dividend equivalents up to 21 September 2018. 3. Long-term incentive grants made in 2016 vest in 2019 with a vesting result of 69%; 50% of the vested shares are subject to a further holding period of 2 years. 4. Other benefits include accommodation (R1 396 245), school fees (R241 514), tax consulting fees (R373 050), home leave allowance (R470 000) and tax on benefits (R9 211 134). Year-on-year reduction in salary due to the strengthening rand/US dollar exchange rate. 5. Mr Cornell participates in an individual Senior Executive Retirement Plan (SERP) in order to adjust for differences between the benefits that would have been payable under his previous employer’s retirement fund and the benefits payable under the retirement programmes of Sasol (USA) Corporation. The value accrued to 30 June 2018 under the SERP is $134 051. The SERP benefit is payable to Mr Cornell following his death, disability or termination of employment for any reason other than cause. 6. Long-term incentives granted in 2016 to Mr P Victor, whilst he was a Senior Vice President will vest in 2019. 7. Ms Fakude resigned from the Group with effect from 31 December 2016. Number of LTI holdings (unvested): Intrinsic value of LTI holdings (unvested): 1. Unvested LTIs granted on 22 September 2017. 2. Intrinsic values at beginning and end of year have been determined using the closing share price of R502,86 ($36,54) and R366,50 ($27,95) on 30 June 2018 and 30 June 2017. 3. Change in intrinsic value for the year results from changes in share price. 4. Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2017 that was settled in the 2018 financial year. Difference between long-term incentive gains disclosed in 2017 and amount settled in 2018 is due to differences in actual share price at vesting date and the share price on 17 August 2017 being the disclosure date. Share appreciation rights (SARs) exercised 1. All SARs exercised on 20 June 2018. There are no outstanding share appreciation rights to executive directors on 30 June 2018. ExecutiveSARs exercised Issue price Exercise price Gain on exercise of share Directors (number)1per share (Rand) per share (Rand) appreciation rights 2018 R’000s P Victor 7 994 344,54 477,25 1 061 Effect of Intrinsic value Intrinsic value Change in corporate at beginning of awards made intrinsic value performanceDividend Intrinsic value of year2 during the year1for the year3 targets3equivalentsLTIs settled4at end of year2 Executive$'000 and $'000 and $'000 and $'000 and $'000 and $'000 and $'000 and Directors R'000R'000R'000R'000R'000R'000R'000 SR Cornell $2 462 $1 202 $1 066 ($15) $19 ($153) $4 581 B Nqwababa R40 315 R15 852 R17 537 (R1 219) R1 333 (R12 301) R61 517 P Victor R22 723 R9 511 R10 309 (R247) R609 (R4 485) R38 420 Balance atEffect of corporate Long-term Executivebeginning performanceDividend incentive rightsBalance at Directors of year Grantedtargetsequivalentssettledend of year SR Cornell 88 100 42 372 (510) 632 (5 222) 125 372 B Nqwababa 110 000 42 328 (3 000) 3 280 (30 280) 122 328 P Victor 62 000 25 396 (660) 1 624 (11 964) 76 396 Total 260 100 110 096 (4 170) 5 536 (47 466) 324 096 Executive DirectorsSR Cornell 4, 5 B Nqwababa P Victor6 VN Fakude7 R'000 2018 2017 2018 2017 2018 2017 2018 2017 Salary 12 014 12 583 8 955 8 505 4 538 5 360 – 3 197 Risk & retirement Funding 819 963 857 814 2 216 938 – 896 Vehicle benefits 309 256 – – 100 100 – 30 Medical benefits 331 362 82 81 88 82 – 24 Vehicle insurance fringe benefits – – 6 6 6 6 – 3 Security benefits 1 266 818 406 466 – – – 212 Other benefits 11 692 10 851 35 6 806 – 2 125 – 289 Total salary and benefits 26 431 25 833 10 341 16 678 6 948 8 611 – 4 651 Annual short-term incentive 1 10 882 9 291 7 798 7 318 4 407 4 951 – – Long-term incentive gains 2, 3 8 956 2 107 7 754 12 013 2 744 4 538 – 6 312 Total annual remuneration 46 269 37 231 25 893 36 009 14 099 18 100 – 10 963 Executive Directors TGP/Base salary as at 30 June 2018 Target %Group factor % ABC Individual performance factor % range 2018 STI value DE = AxBxCxD SR Cornell1 $945 000 115% 63,01% 100% – 110% $746 390 B Nqwababa R10 058 000 115% 63,01% 100% – 110% R7 798 350 P Victor R7 064 900 90% 63,01% 100% – 110% R4 407 078

 


Prescribed Officers Factors considered in the final determination of the annual STI award. The final individual performance factors (IPFs) are disclosed in a assignment range: 1. STI based on Net Indicative Assignment Salar y (NIAS) and net STI value. 2. Pro rata STI value for the period 7 August 2017 to 30 June 2018, STI based on gross salar y and NIAS. STI indicated as a gross value. 3. Mr Rademan retired with effect from 31 October 2017. 4. Actual score determined by performance against individual scorecard, in a range of 0% – 150%. Remuneration and benefits paid (disclosed in rands) and approved in respect of 2018 for Prescribed Officers: 1. Short-term incentives approved based on the Group results for the 2018 financial year and payable in the 2019 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary/net indicative expatriate salary as at 30 June 2018. 2. Long-term incentives for the 2018 financial year represent the number of units x corporate performance target achieved (2018) x closing share price on 16 August 2018. The actual vesting date for the annual awards made on 21 September 2015 is 21 September 2018. Dividend equivalents accrue at the end of the vesting period, to the extent that the LTI units vest. It represents: number of units awarded x corporate performance targets achieved during financial year 2018 x dividend equivalents up to 21 September 2018. 3. Long-term incentive grants made in 2016 vests in 2019 with a vesting result of 69%, 50% of the vested shares are subject to a further holding period of 2 years. 4. Other benefits include housing allowance (R551 685), home leave allowance (R165 085), relocation services (R113 360), social security (R35 434), spouse allowance (R24 089), utilities (R36 779), public transport (R3 678) and tax on benefits (R4 095 472). 5. Mr Harris was appointed with effect from 7 August 2017. Included in other benefits is upset allowance (R376 919), home leave allowance (R110 020), settling in allowance (R342 140), utilities (R27 579), accommodation (R547 133), tuition costs (R42 630), work permit (R6 713) and tax on benefits offered (R2 463 370). 6. Other benefits includes leave encashment. 7. Included in other is accommodation (R50 000), a staggered sign-on payment paid 12 months after appointment (R3 500 000) and settling in allowance (R545 455). 8. Other benefits include Inzalo dividends earned during the year. 9. Mr Rademan retired with effect from 31 October 2017. A service penalty of 15% was applied on Long-term incentives. 10. Included in other are leave encashment (R966 122), accommodation (R375 501), home leave allowance (R303 633), destination and relocation assistance (R54 198), tax consulting fees (R280 909), social taxes (R193 386) and tax on benefits offered (R3 457 029). Sasol Limited Company Notes to the financial statements SaSsaosloLl iLmimitieteddGgrroouupp cconsolidateeddfifinnaanncciaial lsstatatetmemenetnsts Financial overview Prescribed Officers CK Mokoena7M Radebe8 CF Rademan6, 9 SJ Schoeman10 R'000 2018 2017 2018 2017 2018 2017 2018 2017 Salary 4 641 1 876 4 504 4 091 1 618 4 754 4 731 6 153 Risk & retirement funding 603 207 660 710 381 1 132 550 513 Vehicle benefits – – 264 264 107 320 241 424 Medical benefits – – 88 83 24 72 304 174 Vehicle insurance benefits – – 6 6 2 6 6 6 Security benefits – – 28 153 23 35 – – Other benefits 4 095 4 295 77 87 4 – 5 631 2 848 Total salary and benefits 9 339 6 378 5 627 5 394 2 159 6 319 11 463 10 118 Annual short-term incentive 1 2 391 1 137 2 518 2 575 906 3 314 3 774 3 366 Long-term incentive gains 2, 3 – – 5 428 3 713 6 591 4 538 9 072 3 094 Total annual remuneration 11 730 7 515 13 573 11 682 9 656 14 171 24 309 16 578 Prescribed Officers FR Grobler4 JR Harris5VD Kahla BE Klingenberg6 R'000 2018 2017 2018 2017 2018 2017 2018 2017 Salary 4 361 4 746 6 766 – 5 530 5 180 5 419 5 179 Risk & retirement funding 750 825 464 – 729 683 1 857 1 599 Vehicle benefits 227 169 63 – – – 212 212 Medical benefits 197 112 73 – 88 82 88 82 Vehicle insurance benefits 6 6 – – 6 6 6 6 Security benefits – 30 4 – 451 419 356 332 Other benefits 5 026 1 944 3 917 – – – 64 – Total salary and benefits 10 567 7 832 11 287 – 6 804 6 370 8 002 7 410 Annual short-term incentive1 4 486 3 515 2 844 – 3 202 3 292 3 640 3 929 Long-term incentive gains 2, 3 5 234 3 094 – – 6 203 3 713 7 173 3 713 Total annual remuneration 20 287 14 441 14 131 – 16 209 13 375 18 815 15 052 TGP/Base salary/ Net indicative assignment salary as at 30 June 2018 Prescribed Officers A Target %Group factor % BC Individual performance factor % range4 2018 STI value DE = AxBxCxD FR Grobler1 €286 032 75% 63,01% 100% – 110% €141 930 JR Harris2 £350 000 75% 63,01% 90% – 99% £133 247 VD Kahla R6 452 180 75% 63,01% 100% – 110% R3 201 596 BE Klingenberg R7 701 570 75% 63,01% 100% – 110% R3 639 569 CK Mokoena R5 325 000 75% 63,01% 90% – 99% R2 390 639 M Radebe R5 607 886 75% 63,01% 90% – 99% R2 517 639 CF Rademan3 R6 390 474 75% 63,01% 90% – 99% R905 993 SJ Schoeman1 $367 752 75% 63,01% 90% – 99% $165 101

 


Sasol Limited Group Report of the Remuneration Committee (continued) LTI holdings (unvested): Intrinsic value of LTI holdings (unvested) 1. Mr Rademan retired with effect 31 October 2017. 2. Mr Harris was appointed with effect from 7 August 2017. 3. Unvested LTIs granted on 22 September 2017. 4. Intrinsic values at beginning and end of year have been determined using the closing share price of R502,86 ($36,54) and R366.50 ($27,95) on 30 June 2018 and 30 June 2017. 5. Change in intrinsic value for the year results from changes in share price. 6. Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2017 that was settled in the 2018 financial year. Difference between long-term incentive gains disclosed in 2017 and amount settled in 2018 is due to differences in actual share price at vesting date (22 September 2017) and the share price on 17 August 2017 being the disclosure date. Share appreciation rights holdings – outstanding (vested) Fair value of share appreciation rights holdings 1. Mr Rademan retired with effect from 31 October 2017. 2. Fair values at the beginning and end of year have been determined using the IFRS 2 option values on 30 June 2017 and 30 June 2018. 3. Change in intrinsic value for the year results from changes in share price. Effect of Gain on exercise Fair value atcorporateof share beginning of performance appreciation year2 targetsrights Prescribed OfficersR’000R’000R’000 Change in fair value for the year3 Balance at end of R’000year 2 (number) FR Grobler 5 572 18 (853) 4 749 9 486 VD Kahla 1 460 19 (762) (717) – BE Klingenberg 15 223 (11) (570) 15 056 29 698 M Radebe 11 050 (12) (3 000) 8 668 16 706 CF Rademan¹ 8 624 (53) _ 7 486 16 057 SJ Schoeman 5 408 73 (74) 4 878 10 285 Total 47 337 34 (5 259) 40 120 82 232 Effect of corporate Balance at beginning performance targetsSARs exercised Balance at end of Prescribed Officersof year (number) (number) (number) year (number) FR Grobler 62 591 322 (9 000) 53 913 VD Kahla 17 070 375 (17 445) – BE Klingenberg 167 319 323 (8 500) 159 142 M Radebe 126 335 193 (26 037) 100 491 CF Rademan1 93 138 76 – 93 214 SJ Schoeman 63 266 647 (1 100) 62 813 Total 529 719 1 936 (62 082) 469 573 Intrinsic Intrinsic value of value at awards beginning made during of year4 the year3 R’000 andR’000 and Prescribed Officers$’000 $’000 Change in Effect of intrinsiccorporate value for performanceDividend the year5 targets5 equivalents R’000 and R’000 and R’000 and $’000 $’000$’000 Intrinsic LTIs settled value at incentive end of rights6year4 R’000 and R’000 and $’000$’000 FR Grobler R14 294 R6 033 R6 426 (R281) R397 (R2 928) R23 941 VD Kahla R15 761 R6 572 R6 962 (R337) R477 (R3 514) R25 921 BE Klingenberg R18 142 R7 844 R8 286 (R337) R477 (R3 514) R30 898 CK Mokoena R5 498 R2 972 R3 064 – – – R11 534 M Radebe R15 027 R5 140 R6 201 (R337) R477 (R3 514) R22 994 CF Rademan1 R18 692 – R5 547 (R412) R583 (R4 295) R20 115 SJ Schoeman R17 959 R6 130 R7 7 7 1 (R276) R394 (R2 878) R29 100 JR Harris2 – $494 $141 – – – $635 Effect of Balance at corporate beginning performance of year Grantedtargets Prescribed Officers(number) (number)3 (number) Long-term Dividend incentive Balance at end equivalents rights settledof year (number) (number) (number) FR Grobler 39 000 16 109 (750) 1 060 (7 810) 47 609 JR Harris1 – 17 393 – – – 17 393 VD Kahla 43 000 17 548 (900) 1 272 (9 372) 51 548 BE Klingenberg 49 500 20 945 (900) 1 272 (9 372) 61 445 CK Mokoena 15 000 7 936 – – – 22 936 M Radebe 41 000 13 726 (900) 1 272 (9 372) 45 726 CF Rademan2 51 000 – (1 100) 1 555 (11 455) 40 000 SJ Schoeman 49 000 16 369 (750) 1 069 (7 819) 57 869 Total 287 500 110 026 (5 300) 7 500 (55 200) 344 526

 


Share appreciation rights exercised: Sasol Inzalo Management Scheme rights At the grant date on 3 June 2008, the issue price of the underlying share was R366,00 which represented the 60-day volume weighted average price of Sasol ordinary shares to 18 March 2008. No capital was transferred on 4 June 2018 when the Scheme vested. 1. Sasol Inzalo Management Scheme reached maturity on 4 June 2018. Sasol repurchased all the Sasol ordinar y shares held by the Sasol Inzalo Management Scheme which had the effect that they were cancelled and restored to authorised share capital. The Sasol Inzalo Management Scheme rights fell away pursuant to the repurchase of the underlying Sasol ordinar y shares. 2. Ms Fakude resigned with effect from 31 December 2016. Sasol Khanyisa Employee Share Ownership Plan rights 1. Number of vested rights awarded on 1 June 2018. 2. Qualifying participants in the Sasol Inzalo Management Scheme were awarded vested rights to Sasol BEE ordinary shares held by the Sasol Khanyisa ESOP Trust. Ownership of the Sasol BEE ordinary shares which are the subject of the vested rights in Tier 1 will be transferred to the employees after the expiry of three years, after making provision for taxes and expenses. 3. Qualifying black employees were awarded vested rights to Sasol South Africa shares held by the Sasol Khanyisa ESOP Trust. Sasol BEE ordinary shares in Tier 2 are the subject of an automatic share exchange which will take place at the end of the Khanyisa Empowerment Period after ten years. The vested rights are subject to the terms of the Sasol Khanyisa Employee Share Ownership Plan Trust Deed approved by shareholders on 17 November 2017. 20181 Tier 12 (number) Tier 23 (number) Directors B Nqwababa – 1 240 Prescribed Officers V D Kahla C K Mokoena M Radebe – 1 240 – 1 240 272 1 240 Total 272 4 960 2018 2017 Cancellation of rights due Balance to repurchase at beginningof underlying of year shares1 Directors (number) (number) Balance at the end of year (number) Balance at beginning of year (number) Effect of change in Balance Executive at the end Directors of year (number) (number) VN Fakude2 20 000 (20 000) – 25 000 (5 000) 20 000 Prescribed Officers M Radebe 15 000 (15 000) – 15 000 – 15 000 Total 35 000 (35 000) – 40 000 (5 000) 35 000 Gain on exercise of share appreciation rights SARs exercised Issue priceExercise price2018 Prescribed OfficersExercise dates(number) per share (Rand) per share (Rand) R’000s FR Grobler 27-Oct-17 9 000 319,00 413,84 854 VD Kahla 24-Oct-17 4 611 334,53 395,67 282 VD Kahla 30-Oct-17 12 834 376,46 413,84 480 BE Klingenberg 21-Nov-17 8 500 352,10 419,16 570 M Radebe 24-Oct-17 7 300 352,10 394,70 311 M Radebe 23-Nov-17 18 737 295,37 438,91 2 690 SJ Schoeman 21-Nov-17 1 100 352,10 419,16 74 Total 62 082 5 261

 


Sasol Limited Group Report of the Remuneration Committee (continued) Beneficial shareholding The aggregate beneficial shareholding at 30 June 2018 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: 1. There has been no change in the above shareholding between the end of the financial year and the date of approval of the Annual Financial Statements. Interest in Employee Share Savings Trust and Long-term Incentives excluded. 2. Sasol Inzalo Public (RF) Limited shares. 3. Direct beneficial shareholding comprise of American Depository Receipts. 4. Ms Fakude resigned with effect from 31 December 2016, no disclosure required for 2018. 5. Direct beneficial shareholding comprise of Sasol ordinary shares. 6. Appointed with effect from 1 April 2018. 7. Direct beneficial shareholding comprise of Sasol BEE ordinary shares. 8. Resigned with effect from 17 November 2017. 1. There has been no change in the above shareholding between the end of the financial year and the date of approval of the Annual Financial Statements. Interest in Employee Share Savings Trust and Long-term Incentives excluded. 2. Sasol Inzalo Public (RF) Limited shares. 3. Direct beneficial shareholding comprise of Sasol ordinary shares. 4. Retired with effect from 31 October 2017. 5. Direct beneficial shareholding comprise of 5 014 Sasol ordinary shares and 285 Sasol BEE ordinary shares. Sasol Inzalo Public Limited RF (Sasol Inzalo) directly held 16 085 199 of the total issued capital of Sasol on 30 June 2018 in the form of unlisted Sasol preferred ordinary shares. The Sasol Inzalo ordinary shares have limited trading rights until September 2018. Refer to note 35 of the Annual Financial Statements for details of the Sasol Inzalo Share transaction. 2018 2017 Beneficial shareholding1 Direct beneficial Indirect beneficial2 Total beneficial shareholding Direct beneficial Indirect beneficial2 Total beneficial shareholding Prescribed Officers FR Grobler3 13 500 – 13 500 13 500 – 13 500 CF Rademan3, 4 1 300 – 1 300 4 000 – 4 000 M Radebe5 5 299 2 850 8 149 – 3 357 3 357 Total 20 099 2 850 22 949 17 500 3 357 20 857 2018 2017 Beneficial shareholding1 Direct beneficial Indirect beneficial2 Total beneficial shareholding Direct beneficial Indirect beneficial2 Total beneficial shareholding Executive Directors SR Cornell3 – – – 19 000 – 19 000 VN Fakude4 – – – 4 269 – 4 269 B Nqwababa5 13 003 – 13 003 – – – Non-executive Directors MBN Dube 6, 7 24 233 257 – – – NNA Matyumza7 6 56 62 – 56 56 IN Mkhize 7, 8 1 844 18 435 20 279 – 18 435 18 435 ZM Mkhize7 181 330 511 – 330 330 Total 15 058 19 054 34 112 23 269 18 821 42 090

 


Non-executive Directors’ remuneration for the year was as follows: 1. Fees include VAT paid from 1 June 2017. 2. Board and committee fees paid in US dollars. 3. Mr Dijkgraaf retired from the Board on 30 April 2018. 4. Mr Njeke was appointed as Lead Independent Director on 1 May 2018. 5. Ms Dube appointed effective 1 April 2018. 6. Dr Floël appointed effective 1 January 2018. 7. Ms Mkhize retired from the Board on 17 November 2017. Board meeting Lead IndependentAd hoc or special Total Total fees1Director fees1Committee fees1meeting120181 2017 Non-executive Directors R'000 R'000 R'000 R'000 R'000 R'000 MSV Gantsho (Chairman) 5 827 – – – 5 827 4 900 HG Dijkgraaf 2, 3 (Lead Independent Director) 1 594 558 632 21 2 805 3 567 MJN Njeke 4 (Lead Independent Director) 826 49 361 138 1 374 1 039 C Beggs 826 – 722 207 1 755 1 301 MJ Cuambe 2 1 950 – 481 42 2 473 2 437 MDN Dube 2,5 505 – 124 – 629 – M Floël 2,6 951 – 131 – 1 082 – GMB Kennealy 826 – 361 24 1 211 165 NNA Matyumza 826 – 516 183 1 525 1 175 IN Mkhize 7 314 – 391 72 777 1 410 ZM Mkhize 743 – 179 21 943 819 MEK Nkeli 826 – 382 48 1 256 165 PJ Robertson 2 1 950 – 869 21 2 840 3 140 S Westwell 2 1 950 – 1 313 63 3 326 2 961 Total 19 914 607 6 462 840 27 823 23 079