SASOL LIMITED. SOLBE1 Election Right

Transcription

1 SASOL LIMITED SOLBE1 Election Right

2 SOLBE1 ELECTION RIGHT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION <<FULLNAME>> Dear Shareholder Date: Friday, 16 February INTRODUCTION AND PURPOSE OF THIS DOCUMENT This document is is for for your your benefit benefit as the as beneficial the beneficial owner of owner Sasol BEE of ordinary XXX Sasol share BEE ordinary shares in Sasol Limited ( Sasol ) ( SOLBE1 Shares ) ( Existing SOLBE1 Shares ) on the securities register on Friday, 9 February 2018 ( First Record Date ). The last day to trade to be on the securities register on the First Record Date was Tuesday, 6 February 2018 ( Last Day to Trade ). 1.2 SOLBE1 Shares will automatically re-designate on Thursday, 5 April 2018 (the Automatic Re-designation Date ) as Sasol ordinary shares ( SOL Shares ) in accordance with clause 44.2 of the Sasol memorandum of incorporation ( Sasol MOI ) unless the relevant election is exercised by you as more fully described below. 1.3 Sasol wanted you to have an election right that your SOLBE1 Shares should not automatically re-designate, which election right is more fully explained below. In order to do that, it proposed the necessary amendment to the terms attaching to the SOLBE1 Shares to its shareholders for approval. Sasol shareholders approved that amendment in November 2017, and as a result, all SOLBE1 Shareholders on the securities register on the First Record Date now have the right to exercise that election in respect of their Existing SOLBE1 Shares (the Election Right ). 1.4 If you exercise the Election Right and make an election ( Election ) it will mean that your Existing SOLBE1 Shares will not re-designate as SOL Shares on the Automatic Re-designation Date or at any time after that and will indefinitely remain as SOLBE1 Shares. If you exercise the Election Right you will receive a capitalisation award of additional SOLBE1 Shares as explained more fully below (the SOLBE1 Bonus Award ). 1.5 It is important that you are familiar with and understand the important dates and times regarding the Election Right and the Election. Please read the Important Dates And Times explained which can be found in paragraph THE ELECTION RIGHT 2.1 You have been granted the Election Right because your name as beneficial owner of your Existing SOLBE1 Shares was on Sasol s securities register on the First Record Date. 2.2 If you sold any of your Existing SOLBE1 Shares after the Last Day to Trade up to the First Record Date (i.e. between Wednesday, 7 February 2018 and Friday, 9 February 2018), even though you have received this document, you will not have the Election Right. As As an an example, you you owned SOLBE1 XXX SOLBE1 Shares on Shares the Last on Day the Last to Trade Day and to Trade assume and you assume sold ten you of sold those ten SOLBE1 of those Shares SOLBE1 on Wednesday, Shares on Wednesday, 7 February February You lose your You lose Election your Election Right not Right only not only for for the the ten ten shares you sold but but for for all of all your of XXX your SOLBE1 Shares which you held on the Last Day Day to to Trade. You You received this this document, even even though you you have have lost lost the Election the Election Right, Right, because because it takes it takes time time to update to update the the securities register. 2.3 You can only exercise the Election Right for all of your Existing SOLBE1 Shares. 2.4 If you exercise the Election Right for only part of your Existing SOLBE1 Shares, your Election will be void. 2.5 If you exercise the Election Right for all of your Existing SOLBE1 Shares: your Existing SOLBE1 Shares will not re-designate as SOL Shares on the Automatic Re-designation Date or afterwards, but will remain as SOLBE1 Shares; you will receive the SOLBE1 Bonus Award as more fully set out below; it will be irrevocable which means that you will not be able to change your decision; and you will be unable to trade your Existing SOLBE1 Shares from the date on which your Election is received by Computershare Nominees Proprietary Limited ( Computershare Nominees ), your 1

3 Central Securities Depository Participant ( CSDP ) or broker in accordance with the custody agreement entered into by you, as applicable, until 09h00 on the Automatic Re-designation Date (in other words you cannot trade your Existing SOLBE1 Shares from the date your Election is received until 09h00 on Thursday, 5 April 2018). If you trade your Existing SOLBE1 Shares after dispatching the Election Form to Computershare Nominees, your CSDP or broker, your Election will be treated as invalid. Your Election, even if you do not trade after dispatching the Election Form, will only take effect once received by Computershare Nominees, your CSDP or broker, but continues to be irrevocable until received. 2.6 The Election Right cannot be transferred to anyone else save to your executor if you die or to your trustee or liquidator if you become insolvent, who will be entitled to exercise the Election Right. 2.7 If you sell or transfer (other than to your executor if you die or to your trustee or liquidator if you become insolvent) ( Transfer ) all or some of your SOLBE1 Shares after the Last Day to Trade: the person who buys them from you will not be entitled to the Election Right for those SOLBE1 Shares; those SOLBE1 Shares will automatically re-designate as SOL Shares on the Automatic Re-designation Date; and you will not have the Election Right for any of your remaining Existing SOLBE1 Shares. 2.8 The Election Right will not be available for any additional SOLBE1 Shares which you bought after the Last Day to Trade. Those SOLBE1 Shares will automatically re-designate as SOL Shares on the Automatic Re-designation Date. You will be able to trade these SOLBE1 Shares which will re-designate freely after the Last Day to Trade until Tuesday, 27 March 2018, from which you will not be able to trade until Friday, 6 April WHAT ARE THE CONSEQUENCES OF EXERCISING THE ELECTION? 3.1 If you exercise the Election Right: your Existing SOLBE1 Shares will not re-designate as SOL Shares on the Automatic Re-designation Date. It is important to note and understand that your Existing SOLBE1 Shares for which you have exercised the Election and the SOLBE1 Bonus Award Shares will remain as SOLBE1 Shares and will never re-designate as SOL Shares; the rights, privileges and restrictions of the SOLBE1 Shares set out in clause 47A of the Sasol MOI (which can be accessed on Sasol s website at Limited%20MOI%20-%2017%20November% pdf will be applicable to your Existing SOLBE1 Shares with effect from the Automatic Re-designation Date. These must be read with the applicable BEE Contract, Cash Contract, Amended Cash Contract, New Cash Contract, or Amended New Cash Contract, copies of which, depending on which you signed, you ought to have. For ease of reference, you can access any of these contracts in an unsigned form on Sasol s website at you will not be entitled to dispose of your Existing SOLBE1 Shares until 09h00 on the Automatic Re-designation Date. Should you do so, your Election will be void; and you will receive the SOLBE1 Bonus Award, unless your Election is void. 4. THE SOLBE1 BONUS AWARD 4.1 Provided that you have exercised the Election Right validly and your Election is not subsequently void, the SOLBE1 Bonus Award will be made to you free of charge on Friday, 1 June 2018 ( the Effective Date ) in the form of a capitalisation issue of one SOLBE1 Share for every four of your Existing SOLBE1 Shares. 4.2 The SOLBE1 Bonus Award: is personal to you. You may not transfer your right to this award; and will still be received by you if you sell all or some of your Existing SOLBE1 Shares after 09h00 on Thursday, 5 April 2018 but before the Effective Date, being Friday, 1 June If the number of your Existing SOLBE1 Shares means that you would receive a fraction of a SOLBE1 Share as a result of the SOLBE1 Bonus Award, that fractional entitlement will be rounded up to the nearest whole number. So, for example, if you hold ten SOLBE1 Shares on the First Record Date, the SOLBE1 Bonus Award would result in you receiving two and a half SOLBE1 Shares. The half share is what is called a fractional entitlement. That fractional entitlement to half a SOLBE1 Share will be rounded up to one whole SOLBE1 Share which means that you will receive three SOLBE1 Shares and not two and a half SOLBE1 Shares on the Effective Date. 2

4 4.4 You will not receive a share certificate for the SOLBE1 Shares issued to you as a result of the SOLBE1 Bonus Award ( SOLBE1 Bonus Award Shares ). Rather, they will be issued to you in uncertificated form to be held by Computershare Nominees Proprietary Limited on your behalf in terms of a mandate and custody agreement attached to the Sasol MOI, to which you will be bound. 4.5 The rights, privileges and restrictions applying to your SOLBE1 Bonus Award Shares ( New SOLBE1 Share Terms ) are set out in Schedule 6 of the Sasol MOI which can be accessed on Sasol s website at November% pdf. 4.6 You will be bound by the New SOLBE1 Share Terms as regards your SOLBE1 Bonus Award Shares. 4.7 The provisions that apply to your Existing SOLBE1 Shares for which you have exercised the Election from the Automatic Re-designation Date, read with the applicable BEE Contract, Cash Contract, Amended Cash Contract, New Cash Contract, or Amended New Cash Contract and the New SOLBE1 Share Terms are identical. Sasol decided to abandon the power of attorney granted to it in respect of the various contracts other than the BEE contract, by the amendment to the memorandum of incorporation passed in November 2017, so that the provisions would remain identical. 4.8 You will be able to trade your SOLBE1 Bonus Award Shares on the BEE segment of the stock exchange operated by the JSE Limited ( JSE ) from the Effective Date. 5. CONSEQUENCES OF DOING NOTHING (i.e. YOU DO NOT EXERCISE THE ELECTION RIGHT) If you do nothing (i.e. you do not exercise the Election Right) then your Existing SOLBE1 Shares will be unaffected and they will automatically re-designate as SOL Shares on the Automatic Re-designation Date. You will no longer hold SOLBE1 Shares but rather SOL Shares from the Automatic Re-designation Date. However you will not be able to trade your Existing SOLBE1 Shares from Tuesday, 27 March 2018 until Friday, 6 April ELIGIBILITY FOR SASOL KHANYISA PARTICIPATION Separately, you will be eligible to participate in the free issue of shares by Sasol Khanyisa Public (RF) Limited ( Sasol Khanyisa Public ) and consequently the free issue by Sasol to the holders of shares in Sasol Khanyisa Public of SOLBE1 Shares ( Sasol Khanyisa Transaction ), if you hold SOLBE1 Shares on the securities register on Friday, 6 April 2018 (the Second Record Date ). Circumstances may arise as a result of which Sasol and Sasol Khanyisa Public determine not to proceed with the Sasol Khanyisa Transaction (either before or after the Second Record Date). In that event, a further announcement will be made. 7. DIAGRAMMATIC EXPLANATION OF EXERCISING THE ELECTION RIGHT COMPARED TO DOING NOTHING If you elect that ALL your Existing SOLBE 1 Shares do not automatically redesignate as SOL Shares If you do nothing or you sell all or some of your Existing SOLBE 1 Shares Your Existing SOLBE1 Shares will not redesignate as SOL Shares and they will indefinitely remain as SOLBE1 Shares* *You will be eligible to participate in the Sasol Khanyisa Transaction if you hold SOLBE1 Shares on 6 April 2018 Your existing rights in your Existing SOLBE 1 Shares that you hold are not affected in any way On the Effective Date you will receive 1 SOLBE1 Share free of charge for every 4 of your Existing SOLBE1 Shares that you own Your Existing SOLBE 1 Shares that you still hold will automatically redesignate as SOL Shares on the Automatic Re-designation Date* *One of the bases of eligibility to participate in the Sasol Khanyisa Transaction will no longer be available to you 3

5 8. DIFFERENCES BETWEEN A SOLBE1 SHARE AND A SOL SHARE 8.1 SOLBE1 Shares may only be sold to and bought by BEE Compliant Persons as defined in the JSE Listings Requirements. For that reason, SOLBE1 Shares trade on the BEE segment of the JSE. 8.2 SOL Shares trade on the main board of the JSE. There are no restrictions on the purchase and sale of SOL Shares. 8.3 Historically, there has been a difference in the trading prices of SOL Shares and SOLBE1 Shares as set out in the table in Annexure A which reflects the position up to 9 February THE PROCEDURE TO BE FOLLOWED IF YOU WANT TO EXERCISE THE ELECTION 9.1 If you do not want your Existing SOLBE1 Shares to automatically re-designate as SOL Shares on the Automatic Re-designation Date and if you want to exercise the Election Right, then you must follow the process and procedures set out below. 9.2 If you received this document by post: insert your South African identity number in the space provided in the election form attached as Annexure B ( Election Form ), failing which your Election may be treated as invalid in the sole discretion of Sasol; tick the first box in the Election Form which states I confirm that I have read and understood this entire document to which this Election Form is attached ; tick the second box in the Election Form which states I confirm that Sasol has not in any way directly or indirectly tried to persuade or induce me to exercise the Election Right and that my Election is solely as a result of my determining that it is in my interest to do so ; tick the third box in the Election Form which states Yes, I make the Election that all of my Existing SOLBE1 Shares held by me on the First Record Date do not re-designate as SOL Shares on the Automatic Re-designation Date. I understand that I cannot validly exercise the Election for only some of my Existing SOLBE1 Shares, that my Election is irrevocable and that if I sell or Transfer some or all of my Existing SOLBE1 Shares after having exercised the Election, my exercise of the Election will be void ; tick the fourth box in the Election Form which states this is a confirmation of my Election: Yes, I confirm that I make the Election that all of my Existing SOLBE1 Shares held by me on the First Record Date do not re-designate as SOL Shares on the Automatic Re-designation Date. I understand that I cannot validly exercise the Election for only some of my Existing SOLBE1 Shares, that my Election is irrevocable and that if I sell or Transfer of some or all of my Existing SOLBE1 Shares after having exercised the Election, my exercise of the Election will be void; if your bank account details on record are no longer correct, you can, if you wish, use the Election Form also to update your banking details in the appropriate place so as to ensure that there is no delay in your receiving dividends or if you wish to dispose of your Existing SOLBE1 Shares and/or New SOLBE1 Shares at any time; sign in the space provided on the Election Form; if you hold your Existing SOLBE1 Shares in certificated form or in uncertificated form via a custody agreement with Computershare Investor Services Proprietary Limited ( Computershare ) then you must either: post the completed Election Form to Computershare at the following postal address PO Box 61051, Marshalltown, 2107; or deliver the completed Election Form to Computershare at the following physical address Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or scan and the completed Election Form to Computershare at corporate.events@computershare.co.za; complete an online Election Form at using your SASOL SOLBE1 account number XXXXXX and South African ID number to securely exercise your election right. 4

6 9.2.9 if you hold your Existing SOLBE1 Shares in uncertificated form via a custody agreement with a CSDP or broker other than Computershare, you must deliver the Election Form to your CSDP or broker in terms of the custody agreement between you and your CSDP or broker; the completed Election Form is to be received by no later than 12h00 on Thursday, 22 March 2018, failing which your Existing SOLBE1 Shares will automatically re-designate as SOL Shares on the Automatic Re-designation Date and you will not receive the SOLBE1 Bonus Award; or alternatively you may choose rather to follow the process set out in paragraph If you received this document by or SMS: click on on the the following following link <PURL> link to use the web-based voting to platform use the or dial web-based *120* 3353# voting to platform vote via the or dial USSD *120*3353# platform; to vote via the USSD platform; enter your South African identity number failing which you will not be able to click into the next box; click the box which states I confirm that I have read and understood the entire document to which this Election Form is attached ; Click the box which states I confirm that Sasol has not in any way directly or indirectly tried to persuade or induce me to exercise the Election Right and that my Election is solely as a result of my determining that it is in my interest to do so ; click the box which states Yes, I make the Election that all of my Existing SOLBE1 Shares held by me on the First Record Date do not re-designate as SOL Shares on the Automatic Re-designation Date. I understand that I cannot validly exercise the Election for only some of my Existing SOLBE1 Shares, that my Election is irrevocable and that if I sell or Transfer some or all of my Existing SOLBE1 Shares after having exercised the Election, my exercise of the Election will be void ; confirm your Election by clicking the submit button; if your bank account details on record are no longer correct, you can, if you wish, use the Election Form also to update your banking details so as to ensure that there is no delay in your receiving dividends or if you wish to dispose of your Existing SOLBE1 Shares and/or New SOLBE1 Shares at any time; click the submit button; the completed Election Form must be received by no later than 12h00 on Thursday, 22 March 2018, failing which, your Existing SOLBE1 Shares will automatically re-designate as SOL Shares on the Automatic Re-designation Date and you will not receive the SOLBE1 Bonus Award; 9.4 If you need assistance in understanding how to comply with the process to exercise the Election Right then please contact the Computershare call centre on Please note that Computershare is not authorised to, and may not, provide you with any advice in relation to the Election Right or whether you should exercise the Election Right. If it does, even though it is not authorised to, Sasol accepts no responsibility for that advice. 10. YOU MUST SEEK YOUR OWN ADVICE 10.1 There will be tax consequences for you if you exercise the Election Right and receive the SOLBE1 Bonus Award. It is up to you to obtain advice as to what those consequences may be It is up to you also to determine the consequences of making the Election and if you wish to, you must obtain your own advice in that regard If you are in any doubt as to what to do or if you have any questions arising from this document, please consult your broker, CSDP, banker, accountant, attorney, tax advisor or other professional advisor immediately Nothing in this document, nor any communications to you in relation to the Election Right, constitutes advice from Sasol in relation to the Election Right or the exercise of the Election Right. 5

7 11. IMPORTANT DATES AND TIMES EXPLAINED Last Day to Trade (the last day on which you could have bought SOLBE1 Shares to Tuesday, 6 February 2018 be on the securities register on the First Record Date to qualify for the Election Right and the last day on which you could have sold or Transferred SOLBE1 Shares without losing your Election Right). If you bought or buy SOLBE1 Shares after this date, you will not have an Election Right for those shares. If you sold or Transferred or sell or Transfer any or all of your SOLBE1 Shares after this date you will not have an Election Right, even for those SOLBE1 Shares which you have not sold or Transferred The date from which the SOLBE1 Shares traded ex the Election Right Wednesday, 7 February 2018 First Record Date (the date on which your name will have to have been entered in the Friday, 9 February 2018 securities register in order for you to qualify for the Election Right) The date from which the Election Right may be exercised Wednesday, 21 February 2018 The date from which you cannot sell or Transfer your Existing SOLBE1 Shares if you do Tuesday, 27 March 2018 not exercise the Election Right The period during which you cannot sell or Transfer your Existing SOLBE1 Shares if Thursday, 5 April 2018 you exercise the Election Right from the date on which your Election is received by Computershare or your CSDP/broker until 09h00 on The final date and time by which the Election must be received by Computershare or Thursday, 22 March 2018 your CSDP/broker 12h00 on Automatic Re-designation Date (the date and time on which all SOLBE1 Shares for Thursday, 5 April 2018 which no Election has been validly made, will automatically re-designate as SOL Shares) is 09h00 on The date from which you can sell or Transfer your Existing SOLBE1 Shares, which have Friday, 6 April 2018 re-designated as SOL Shares, if you do not exercise the Election Right Second Record Date (the date on which a SOLBE1 Shareholder has to be registered as Friday, 6 April 2018 a SOLBE1 Shareholder to be eligible to participate in the Sasol Khanyisa Transaction) Effective Date (the date on which the SOLBE1 Bonus Award will be made to you) Friday, 1 June LEGAL INFORMATION 12.1 This document does not constitute: a prospectus, an offer to sell or issue, or the solicitation of an offer to purchase or to subscribe for shares or other securities. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose; or a solicitation of any vote or approval in any jurisdiction in which such offer or solicitation would be unlawful The SOLBE1 Bonus Award Shares have not been and will not be registered with the United States Securities and Exchange Commission under the US Securities Act of 1933, as amended, or any securities laws of any state of the United States and may not be offered or sold in the United States absent an exemption from registration requirements If you are in the United States at the time you exercise the Election, you must complete and return a US representation letter to Computershare, or if Computershare is not your CSDP, to your CSDP or broker. You can ask Sasol to provide you with this representation letter. 13. GENERAL 13.1 This document is only available in English As this document is unique and personal to you. If you lose it, you will have to make contact with the Computershare call centre to find out how to obtain a replacement copy. Alternatively you can obtain a duplicate copy (without your details) from Sasol s website at You will then have to insert your personal details You cannot make use of any other person s unique document to exercise your Election. By Order of the Sasol Board V D Kahla Company Secretary Date: 16 February

8 Annexure A SOL SHARES AND SOLBE1 SHARES MARKET SHARE PRICE HISTORY SOL SOLBE1 Monthly 2015 January February March April May June July August September October November December January February March April May June July August September October November December January February March April May June July August September October November December SOL SOLBE January Daily 2 January January January January January January January January January January January January January January January January January January January January January January February February February February February February February

9 ELECTION FORM Insert your South African identity number I understand and acknowledge that if I do not insert my South African identity number, that my Election may be treated as invalid in the sole discretion of Sasol. Please tick the relevant boxes if applicable I confirm that I have read and understood the entire document to which this Election Form is attached. I confirm that Sasol has not in any way directly or indirectly tried to persuade or induce me to exercise the Election Right and that my Election is solely as a result of my determining that it is in my interest to do so. Yes, I make the Election that all of my Existing SOLBE1 Shares held by me on the First Record Date do not re-designate as SOL Shares on the Automatic Re-designation Date. I understand that I cannot validly exercise the Election for only some of my Existing SOLBE1 Shares, that my Election is irrevocable and that if I sell or Transfer some or all of my Existing SOLBE1 Shares after having exercised the Election, my exercise of the Election will be void. this is a confirmation of my Election: Yes, I confirm that I make the Election that all of my Existing SOLBE1 Shares held by me on the First Record Date do not re-designate as SOL Shares on the Automatic Re-designation Date. I understand that I cannot validly exercise the Election for only some of my Existing SOLBE1 Shares, that my Election is irrevocable and that if I sell or Transfer of some or all of my Existing SOLBE1 Shares after having exercised the Election, my exercise of the Election will be void. I wish to change my bank account details on record: New bank account details: Name of account holder Name of South African Bank Name of bank branch Bank account number Bank branch code Name Date Signature Account number 8

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