Sasol Inzalo Groups Limited (RF) Group

Transcription

1 Sasol Inzalo Groups Limited (RF) Group Annual Financial Statements for the year ended 30 June 2016

2 CONTENTS 01 OUR GOVERNANCE 1 Invitation from the Chairman 2 Our Board of Directors 4 Our governance framework 02 OUR PERFORMANCE REVIEW 7 Financial overview 8 Audited Annual Financial Statements 03 ANNUAL GENERAL MEETING 29 How to participate in the Annual General Meeting 30 Location of the Annual General Meeting 31 Notice of Annual General Meeting 33 Form of Proxy Contact information Preparers of the Annual Financial Statements The Annual Financial Statements of Sasol Inzalo Groups Limited (RF) have been audited in compliance with section 30 of the South African Companies Act. Dashni Sinivasan CA(SA), Senior Manager Finance: Reporting at Sasol South Africa (Pty) Ltd, is responsible for this set of Annual Financial Statements and has supervised the preparation thereof in conjunction with Loyd Matsilele CA(SA), Senior Accountant: Reporting at Sasol South Africa (Pty) Ltd.

3 INVITATION FROM THE CHAIRMAN Dear shareholder(s) It is with great pleasure that I invite you to the company s 2016 Annual General Meeting (AGM). This year, the meeting will be held on Tuesday, 29 November 2016 at 10:00 at Sasol Place, 50 Katherine Street, Sandton, Johannesburg. The AGM is an important event on the Sasol Inzalo Groups Limited (RF) calendar and the role that you as the shareholder play is essential to its success. It is an opportunity to constructively engage with one another. Shareholders will be updated on the company s performance for the financial year and have a chance to ask questions and to vote on the items of business. The memorandum of incorporation requires that at least 25% of all shareholders who are entitled to vote, must be present, either in person or by proxy, in order for a shareholder s meeting to begin. Should the requisite number of shareholders not be present or submit Forms of Proxies, voting on the resolutions will not take place on that day. The AGM will then be postponed and take place exactly one week from the date of this AGM. As shareholders, you have a right to vote on matters that concern your investment and, as such, I encourage you to either attend the AGM in person or submit your Form of Proxy. Details on how to participate in the AGM and the Form of Proxy are included with the Annual Financial Statements. As shareholders, you have a right to vote on matters that concern your investment and, as such, I encourage you to either attend the AGM in person or submit your Form of Proxy. Details on how to participate in the AGM and the Form of Proxy are included with the Annual Financial Statements. I invite you to join us at the AGM and encourage you to take advantage of this opportunity to meet and speak with the directors. Secure parking is provided at the venue at the shareholder s risk. The Board recommends that you vote in favour of all the resolutions. I look forward to hosting you at the AGM and thank you for your ongoing interest in Sasol Inzalo Groups Limited (RF). Yours sincerely Kenny Setzin Chairman of the Board Sasol Inzalo Groups Annual Financial Statements

4 OUR BOARD OF DIRECTORS KENNY SETZIN BA, MBA, Diploma (Small Business Financing) PRIA HASSAN BProc, LLB, MSc South African born 1961 INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed to the Board in 2008 and Chairman of the Board in 2015 South African born 1971 INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed to the Board in 2008 Board Committees Expertise and experience Mr KH Setzin is the Founder and Executive Chairman of the DIH Group. With more than 25 years of corporate and deal-making experience across various industries, he is the Chairman of JWT SA (Pty) Ltd, which is part of a global advertising network, Letsamaiso (Pty) Ltd, the Rea Vaya Bus Rapid Transit System in the City of Joburg and North West FM (Pty) Ltd, a commercial radio station in the North West Province. He currently also serves on the boards of Lanxess Chrome Mining (Pty) Ltd, Aon South Africa and PE Corporate Services (Pty) Ltd. Board Committees Chairman of the Social and Ethics Committee Member of the Audit Committee Expertise and experience Adv P Hassan is the Chief Executive Officer of WoA Investments (Pty) Ltd (Women of Africa), WoA Fuels and Oils CC, Women in Logistics (Pty) Ltd, WOA Pharmaceuticals (Pty) Ltd, WOA Construction (Pty) Ltd, SKY-WOA Group (Botswana) and the Chairman of Afrika Imbokodo Holdings (Pty) Ltd. She formerly held positions at Absa Bank, Standard Bank, Transnet Limited and iprop Limited. She was formerly a director of WOESA Investment Holdings Limited and a National Board member of the Business Women s Association of South Africa. Prior to the formation of the DIH Group, he was an Executive Director of New Africa Investment Limited (NAIL). During his 11-year tenure at NAIL, he was the Chairman of Jacaranda FM (Pty) Ltd, Radmark (Pty) Ltd and KFM (Pty) Ltd and he also served on the boards of Urban Brew (Pty) Ltd, Nokia Siemens Network (Pty) Ltd, Kaya FM (Pty) Ltd and Siemens Southern Africa Limited. In respect of the public sector, he has served on the boards of the Johannesburg Metropolitan Bus Services (Metrobus) as well as the Gauteng Economic Development Agency (GEDA), as chair of the Audit Committee. 2 Sasol Inzalo Groups Annual Financial Statements 2016

5 NONKULULEKO MANYIKA BCom, BCom (Hons), CA(SA) South African born 1983 INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed to the Board in 2012 PETA MASHININI BSc, Diploma (Project Management and Human Resource Management), MBA South African born 1962 INDEPENDENT NON-EXECUTIVE DIRECTOR Appointed to the Board in 2010 Board Committees Chairman of the Audit Committee Member of the Social and Ethics Committee Expertise and experience Ms N Manyika was previously the Chief Executive Officer of the Association for the Advancement of Black Accountants of South Africa (ABASA) and a board member of the South African Institute of Chartered Accountants. She also worked for Standard Bank Corporate Investment Banking, ABSA Capital and Deloitte. She is a Non-executive Director of Sasol Inzalo Public Limited (RF) and Sasol Inzalo Public Funding (Pty) Ltd (RF) and Deputy Chairman of their Audit Committee. Board Committees Member of the Audit Committee Member of the Social and Ethics Committee Expertise and experience Ms PN Mashinini is a director of IWFSA, Seriti Sa Basotho Trading and Projects 94. She also serves as a Nonexecutive Director of Thebe Investment Corporation and is a member of its Social Ethics and Transformation Committee. She is a member of the Group Performance Audit and Group Risk Governance oversight committees in the City of Johannesburg. She was previously the Deputy City Manager for the Ekurhuleni Metropolitan Municipality in Corporate Services and director for Social Development for the City of Johannesburg. She was also Programme Director for Kagiso Trust and managed European commission funds for development programmes in South Africa. Sasol Inzalo Groups Annual Financial Statements

6 OUR GOVERNANCE FRAMEWORK Sasol Inzalo Groups Limited (RF) and its subsidiary Sasol Inzalo Groups Funding (Pty) Ltd ( the group ) comply with all the principles of the King Code of Governance Principles for South Africa 2009 (King III Code) insofar as they are applicable to the group. The company does not have any operations or employees; neither does it have any assets, save for its indirect investment in Sasol. All necessary services, such as financial, information and risk management, company secretarial, legal compliance and internal audit services, are provided by Sasol South Africa (Pty) Ltd (SSA), a wholly owned subsidiary of Sasol, appointed by the group as the administrative agent in terms of a Governing Agreement entered into between the company, Sasol, SSA and Sasol Inzalo Groups Funding (Pty) Ltd (RF). These functions are subject to oversight and performance management by the appropriate structures within Sasol. SSA has developed good corporate governance processes in compliance with the principles of King III, which the group implements. SSA is the company secretary of the company and its subsidiary. It is represented by suitably qualified and experienced individuals who regularly provide guidance and advice to the board and ensure the ongoing training and education of directors on their fiduciary duties and other related responsibilities. The governance of risk remains the ultimate responsibility of the board and the control of identified risks is based on the comprehensive enterprise risk management programme of SSA. The role and function of internal audit, provided by SSA and overseen by the Sasol s audit committee, including the requirements with respect to combined assurance, and the governance of risk and information technology are materially aligned with the requirements of King III. It is of utmost importance to the group that it consistently complies with existing and new regulations impacting on its business objectives, and its duty to conduct business in accordance with the laws and regulations by which it is governed, is acknowledged. SSA, as the company secretary and administrative agent, is primarily responsible for ensuring compliance with the legal requirements and is supported and monitored by the internal audit, legal services and risk management departments within SSA. The group acknowledges that transparency and accountability are achieved by among others; effective communication, which is integral in building stakeholder value. To that end, the group is committed to providing meaningful, transparent, timely and accurate financial and non-financial information to its shareholders. The group endeavours, through Sasol and SSA s disclosure controls and procedures, to present a balanced and understandable assessment of its financial position by addressing material matters of significant interest and concern in its annual financial statements. Providing effective leadership The Board provides strategic direction, monitors performance, ensures effective risk management and compliance with applicable legislation and maintains corporate governance standards within the framework of the Governing Agreement. The Governing and financing agreements describe in detail the responsibilities and obligations of the board, which are related and limited to the maintenance of the integrity of the transaction for the 10- year duration thereof. The directors are entitled to seek independent professional advice at Sasol s expense concerning the company s affairs and have access to any information they may require in discharging their duties as directors. The board is satisfied that it discharged its duties and obligations as detailed in the Governing and financing agreements during the past financial year. Our directors and the composition of the Board and committees The Board recognises and embraces the benefits of diversity at Board level to enhance the range of directors perspectives. We appreciate that Board diversity is an essential component for sustaining a competitive advantage. Directors are chosen for their corporate leadership skills, experience and expertise. A combination of business, geographical and academic backgrounds as well as diversity in age, gender and race, enhance the composition of a truly diverse Board. The roles and functions of the Chairman are described in the Board Charter available on our website at sasol-inzalo/sasol-inzalo-groups-limited-rfcorporate-governance The committees established by the Board play an important role in enhancing standards of governance and effectiveness within the group. The terms of reference of the Board and its committees are reviewed every year. The complete terms of reference of the committees are available on our website at investor-centre/sasol-inzalo/sasol-inzalo-groupslimited-rf-corporate-governance. A summary of the terms of reference of the Audit Committee, including its duties and the execution thereof, are fully set out in the Audit Committee report included in the Annual Financial Statements. 4 Sasol Inzalo Groups Annual Financial Statements 2016

7 BOARD OF DIRECTORS 1 Sasol Inzalo Groups Limited (RF) and Sasol Inzalo Groups Funding (Pty) Ltd (RF) 2 INDEPENDENT NON-EXECUTIVE DIRECTORS TENURE NUMBER OF DIRECTORS Nine years and longer 0 Six to eight years 2 Three to five years 1 Less than three years 1 KH Setzin (Chairman) P Hassan MT Maake 3 PN Mashinini N Manyika DIVERSITY Female = 75% Historically disadvantaged = 100% AUDIT COMMITTEE 4 SOCIAL AND ETHICS COMMITTEE INDEPENDENT NON-EXECUTIVE DIRECTORS INDEPENDENT NON-EXECUTIVE DIRECTORS N Manyika P Hassan (Chairman) (Chairman) P Hassan N Manyika PN Mashinini PN Mashinini 1 In terms of our memorandum of incorporation, the Board shall consist of not less than two directors. All the directors shall be independent directors, who are guided, as recommended by King III, by an independent, non-executive chairman. The majority of the directors shall be black people, with at least 40% of the directors being black women. One-third of directors must retire at every annual general meeting and are eligible for re-election 2 In terms of our memorandum of incorporation the Sasol Inzalo Groups Funding (Pty) Ltd (RF) board comprises the same directors as Sasol Inzalo Groups Limited (RF) 3 Resigned as Director on 31 March The attendance of meetings by the members of the Audit Committee during the period the members were appointed is set out in the Audit Committee report on pages 8 to 9. Sasol Inzalo Groups Annual Financial Statements

8 P Sasol Inzalo Groups Limited (RF) Group Our governance framework (continued) ATTENDANCE OF MEETINGS DURING THE PERIOD THE DIRECTOR WAS APPOINTED Sasol Inzalo Groups Limited (RF) and Sasol Inzalo Groups Funding (Pty) Ltd (RF) Board Director 29 Sept Oct March 2016 KH Setzin 5 (Chairman) P P P P Hassan P P P MT Maake P P P Member Social and Ethics Committee 29 Sept March 2016 P Hassan 7 (Chairman) P N Manyika 8 P P PN Mashinini 9 P P PN Mashinini 6 P P P P Indicates attendance. n/a Indicates not a member at the time. Indicates absence with apology. The Social and Ethics Committee The Social and Ethics Committee performs the functions as set out in section 72(4) of the Companies Act, 2008 read with regulation 43 of the Regulations made thereunder, for the group. In performing these functions, the Committee places reliance on the work and reporting of any group function of SSA, that has responsibility for any function falling within the role of the Committee. The Committee is responsible for oversight over the group s stakeholder engagement, reviewing all proposed shareholder communication plans and making appropriate recommendations to the Board. 5 Appointed as Chairman on 13 October Resigned as Chairman on 13 October Appointed as Chairman on 29 September Appointed as member on 29 September Appointed as member on 29 September Sasol Inzalo Groups Annual Financial Statements 2016

9 FINANCIAL OVERVIEW The group recorded a net loss for the year ended 30 June 2016 of R66 million (2015: R67 million), which is in line with prior year. Finance income remained flat at R292 million while finance costs were slightly higher than the previous year by R2 million. The group generated sufficient cash from dividends received from the investment in Sasol Limited to fund operating activities, finance costs and to repay short-term debt during the year. Cash generated from operating activities for the year ended 30 June 2016 amounted to R159 million (2015: R147 million). Our investment in Sasol Limited was revalued at the closing market price of R397,17 (2015: R450,00) per Sasol Limited ordinary share as at 30 June 2016, to a value of R3 758 million (2015: R4 258 million) in line with the group's accounting policy for investments classified as available-forsale financial assets. Even though the group reflected a negative net asset value of R766 million (2015: negative R282 million), we expect that sufficient cash will be generated out of dividends received from Sasol Limited to pay for the operating expenses, finance costs and capital repayments due in the short term and the group is therefore regarded as a going concern. CASH GENERATED 2016 Rm 2015 Rm Dividend received Interest received 1 1 Cash generated HOW WE USED OUR CASH 2016 Rm 2015 Rm Repayment of capital and interest (A preference shares): R144 million 49% Repayment of interest (B preference shares): R53 million 18% Repayment of interest (C preference shares): R101 million 35% Operating activities 1 2 Tax paid 3 Utilised from cash brought forward (2%) (7) (18) KEY FINANCIAL HIGHLIGHTS Investment in Security (R billion) 5 4 4,3 3,8 Cash retained from operating activities (R million) Jun 15 Jun Jun 15 Jun 16 Net asset value (R million) (282) Jun 15 (766) Jun 16 Sasol Inzalo Groups Annual Financial Statements

10 REPORT OF THE AUDIT COMMITTEE Dear shareholder, The Audit Committee (the Committee) presents this report in respect of the 2016 financial year. This report has been prepared based on the requirements of the South African Companies Act, 71 of 2008, as amended (the Companies Act) and the King Code of Governance Principles for South Africa 2009 (King III). Composition and meetings In compliance with South African legislation, all the members of the Audit Committee are independent Non-executive Directors. Members are elected by shareholders at the annual general meeting. The Committee is required to meet at least twice a year. The Committee met three times during the financial year. Attendance was as follows: Member 29 Sep March March 2016 KH Setzin (Chairman) 1 P n/a n/a N Manyika (Chairman) 2 P P P P Hassan P P MT Maake 3 n/a P PN Mashinini 4 n/a P P P Indicates attendance. n/a Indicates not a member at the time. - Indicates absence with apology. 1 KH Setzin resigned as chairman on 13 October N Manyika was appointed as chairman on 13 October MT Maake resigned as member on 31 March PN Mashinini was appointed as a member on 13 October Statutory duties and functions The Committee is constituted as a statutory committee of Sasol Inzalo Groups Limited (RF) in line with the Companies Act and accountable in this regard to both the Board and Sasol Inzalo Groups Limited (RF) s shareholders. It is a committee of the Board in respect of all other duties assigned to it by the Board and the Governing Agreement entered into between Sasol Limited, Sasol Inzalo Groups Limited (RF) and Sasol Inzalo Groups Funding (Pty) Ltd (RF) on 7 April In terms of the Governing Agreement Sasol South Africa (Pty) Ltd (the administrative agent) provides Sasol Inzalo Groups Limited (RF) and Sasol Inzalo Groups Funding (Pty) Ltd (RF) with all necessary services, such as financial, information and risk management, company secretarial, legal compliance and internal audit services. The Committee obtains assurance from the administrative agent in respect of the functions specifically performed by the Committee in terms of section 94(7) of the Companies Act. The Committee also acts as the Audit Committee for Sasol Inzalo Groups Funding (Pty) Ltd (RF). The Board annually reviews and approves the Committee s terms of reference in terms of which responsibilities of the Committee include assisting the Board in overseeing the: ƫƫ ƫƫ ƫƫ ƫƫ ƫƫ quality and integrity of the Sasol Inzalo Groups Limited (RF) s financial statements including the consolidated group financial statements; the qualification and independence of the external auditors for Sasol Inzalo Groups Limited (RF) and its subsidiary, Sasol Inzalo Groups Funding (Pty) Ltd (RF); the scope and effectiveness of the external audit function for Sasol Inzalo Groups Limited (RF) and its subsidiary, Sasol Inzalo Groups Funding (Pty) Ltd (RF); the effectiveness of the group s internal controls and internal audit function; and compliance with legal and regulatory requirements to the extent that they might have an impact on financial statements. A copy of the Committee s terms of reference is available on Sasol Limited s website ( Executing on our statutory duties and other areas of responsibilities In satisfying its duties, the Committee in particular: ƫƫ ƫƫ ƫƫ ƫƫ ƫƫ ƫƫ ƫƫ considered compliance (legal and regulatory) requirements and reviewed the internal control environment; nominated for appointment PricewaterhouseCoopers Inc. (PwC) as auditor of the company for the financial year ended 30 June 2016; reviewed and assessed the independence of the auditor in accordance with the provisions of the Act and is satisfied that PwC and the designated auditor is independent of the company and the Sasol group; determined the fees to be paid to PwC as well as PwC s terms of engagement; ensured that the appointment of the auditor complies with the provisions of the Act and any other legislation relating to the appointment of auditors; determined, subject to the provisions of the Act, the nature and extent of any non-audit services which PwC may provide to the group and pre-approved all proposed contracts with PwC for the provision of non-audit services to the company and its subsidiary; reviewed the company s risk management plan and processes which includes information technology management; and 8 Sasol Inzalo Groups Annual Financial Statements 2016

11 ƫƫ reviewed the internal audit plan and considered internal audit reports. Conclusion The Audit Committee is satisfied that it has complied with all its statutory and other duties assigned to it. Having had regard to all material factors and risks that may impact on the integrity of the group s financial statements and following appropriate review, the Committee recommended the annual financial statements of Sasol Inzalo Groups Limited (RF) and its subsidiary for the year ended 30 June 2016 to the Board for approval. On behalf of the Audit Committee Nonkululeko Manyika Chairman of the Audit Committee 29 September 2016 Sasol Inzalo Groups Annual Financial Statements

12 STATEMENT BY THE DIRECTORS The directors are responsible for the preparation and fair presentation of the group annual financial statements and the annual financial statements of Sasol Inzalo Groups Limited (RF), comprising the statements of financial position at 30 June 2016, income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and the notes to the financial statements, which include a summary of significant accounting policies and other explanatory notes, in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa. In addition, the directors are responsible for preparing the Directors report. The directors are responsible for designing, implementing and maintaining internal control relevant to the preparation and fair presentation of these financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. The directors' responsibility also includes maintaining adequate accounting records and an effective system of risk management. The directors have made an assessment of the group s ability to continue as a going concern and there is no reason to believe the business will not be a going concern in the year ahead. The auditor is responsible for reporting on whether the annual financial statements are fairly presented in accordance with the applicable financial reporting framework. APPROVAL OF THE FINANCIAL STATEMENTS The Annual Financial Statements for the year ended 30 June 2016 as identified in the first paragraph and set out on pages 13 to 28 were approved by the Board of Directors on 29 September 2016 and are signed on its behalf by: Kenny Setzin Chairman of the Board Nonkululeko Manyika Chairman of the Audit Committee 29 September 2016 CERTIFICATE OF THE COMPANY SECRETARY In my capacity as the Company Secretary, I hereby confirm, in terms of the Companies Act 71 of 2008, that for the year ended 30 June 2016, Sasol Inzalo Groups Limited (RF) has lodged with the Companies and Intellectual Property Commission, all such returns and notices as are required of a public company in terms of the Companies Act 71 of 2008, and that all such returns and notices are, to the best of my knowledge and belief, true, correct and up-to-date. Michelle du Toit for Sasol South Africa (Pty) Ltd 29 September Sasol Inzalo Groups Annual Financial Statements 2016

13 DIRECTORS REPORT Dear shareholder, The directors have pleasure in presenting their report for the year ended 30 June Nature of business During May 2008, the shareholders of Sasol Limited approved the Sasol Inzalo share transaction, a broad-based black economic empowerment (BEE) transaction, which resulted in the transfer of beneficial ownership of 10% of Sasol Limited's issued share capital, before the implementation of this transaction, to its employees and a wide spread of BEE participants. Sasol Inzalo Groups Limited (RF) and Sasol Inzalo Groups Funding (Pty) Ltd (RF) own approximately 1,39% of Sasol Limited s issued share capital. The main business of the group (Sasol Inzalo Groups Limited (RF) and its subsidiary, Sasol Inzalo Groups Funding (Pty) Ltd (RF)) is to acquire and hold shares in Sasol Limited on behalf of the members of the selected participants. The principal activities of the company remained unchanged during the year. Share capital The authorised and issued share capital of the group remained unchanged during the year. This is consistent with the previous year. Going concern The group incurred a net loss of R66 million for the year ended 30 June 2016 and, as of that date, the group s total liabilities exceeded its total assets by R766 million. Due to the structure of the BEE transaction, the group is regarded as a going concern despite the negative equity position. Sufficient cash will be generated out of dividends received from Sasol Limited to pay for the operating expenses as well as preference dividends and capital repayments on the preference shares which are due in the short term. The A preference shares are secured by a first right over the Sasol preferred ordinary shares and the B preference shares are secured by a second right over the Sasol preferred ordinary shares. The C preference shares are guaranteed by Sasol Limited. At the end of the empowerment period in 2018, the Sasol ordinary shares remaining after redeeming the preference shares and paying costs may then be distributed to the selected participants in proportion to their shareholding. Any shortfall between the value of the investment in Sasol Limited and the outstanding C preference shares at the end of the transaction will be settled directly by Sasol Limited in terms of the guarantee issued to the lenders. The directors have made an assessment of the group s ability to continue as a going concern and there is no reason to believe the business will not be a going concern in the year ahead. Declaration of cash dividend Taking into account the continued decline in the value of the investment in Sasol Limited due to the low oil price and volatile macro-economic environment, the Board of Directors has deemed it prudent to conserve cash and have deemed it prudent that no cash dividend be declared for the year ended 30 June 2016 (2015: Rnil). Directors The composition of the Board of Directors is set out in the section Our Board of Directors of the Annual Financial Statements. Ms MT Maake resigned as a director and member of the Audit Committee on 31 March Auditors PricewaterhouseCoopers Inc. was the external auditor of Sasol Inzalo Groups Limited (RF) and its subsidiary, Sasol Inzalo Groups Funding (Pty) Ltd (RF) for the financial year ended 30 June At the annual general meeting of 29 November 2016, shareholders will be requested to reappoint PricewaterhouseCoopers Inc. as auditor of Sasol Inzalo Groups Limited (RF) and to note that Mr M Naidoo will be the individual responsible for performing the functions of the auditor, following the Audit Committee s decision to nominate the firm PricewaterhouseCoopers Inc. as its independent auditor for the financial year commencing 1 July Subsequent events There were no events subsequent to 30 June 2016 requiring disclosure. Company secretary Sasol South Africa (Pty) Ltd is the company secretary of Sasol Inzalo Groups Limited (RF) and its subsidiary and its addresses are: Postal address Physical address PO Box Sturdee Avenue Johannesburg Rosebank Republic of South Africa Republic of South Africa Registered office The registered addresses of the company are: Postal address Physical address PO Box Sturdee Avenue Johannesburg Rosebank Republic of South Africa Republic of South Africa Sasol Inzalo Groups Annual Financial Statements

14 INDEPENDENT AUDITOR S REPORT To the shareholders of Sasol Inzalo Groups Limited (RF) Report on the financial statements We have audited the consolidated and separate financial statements of Sasol Inzalo Groups Limited (RF) set out on pages 13 to 28, which comprise the statements of financial position as at 30 June 2016, and the income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information. Directors responsibility for the financial statements The group s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these consolidated and separate financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated and separate financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. Opinion In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the financial position of Sasol Inzalo Groups Limited (RF) as at 30 June 2016, and financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa. Emphasis of matter Without qualifying our opinion, we draw attention to note 17 to the financial statements which indicates that the group incurred a net loss of R66 million for the year ended 30 June 2016 and, as at that date, the group s total liabilities exceeded its total assets by R766 million, rendering the company technically insolvent. Note 17 also details plans in place by management to ensure that the company is able to continue as a going concern in the foreseeable future. Other reports required by the Companies Act As part of our audit of the consolidated and separate financial statements for the year ended 30 June 2016, we have read the directors report, the Audit Committee s report and the certificate of the company secretary for the purpose of identifying whether there are material inconsistencies between these reports and the audited financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports we have not identified material inconsistencies between these reports and the audited financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports. PricewaterhouseCoopers Inc. Director: Megandra Naidoo Registered Auditor Sunninghill 29 September 2016 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 12 Sasol Inzalo Groups Annual Financial Statements 2016

15 ACCOUNTING POLICIES AND FINANCIAL REPORTING TERMS Sasol Inzalo Groups Limited (RF) is the holding company of the Sasol Inzalo Groups Limited (RF) 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 Except as otherwise disclosed, these policies are consistent in all material respects with those applied in previous years. Financial reporting terms These definitions of financial reporting terms are provided to ensure clarity of meaning as certain terms may not always have the same meaning or interpretation in all countries. Group structures Company Entity Group Subsidiary General accounting terms A legal business entity registered in terms of the applicable legislation of that country. Sasol Inzalo Groups Limited (RF) or a subsidiary of Sasol Inzalo Groups Limited (RF). The group comprises Sasol Inzalo Groups Limited (RF) and its subsidiary, Sasol Inzalo Groups Funding (Pty) Ltd (RF). Any entity over which the company exercises control. Consolidated group The financial results of the group which comprise the financial results of Sasol Inzalo Groups Limited financial statements (RF) and its subsidiary. Functional currency The currency of the primary economic environment in which the entity operates, which is the South African rand. Presentation currency The currency in which financial results of an entity is presented, which is the South African rand. Related party Parties are considered to be related if one party directly or indirectly has the ability to control or jointly control the reporting entity (Sasol Inzalo Groups Limited (RF)) or exercise significant influence over the reporting entity or is a member of the key management of the reporting entity. Statement of compliance The consolidated financial statements and separate financial statements are prepared in compliance with International Financial Reporting Standards (IFRS) and Interpretations of those standards, as issued by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council and the Companies Act, 71 of 2008 of South Africa. The consolidated financial statements were approved for issue by the Board of directors on 29 September 2016 and will be presented to the annual general meeting of shareholders on 29 November The following accounting standards, interpretations and amendments to published accounting standards which are relevant to the group but not yet effective, have not been adopted in the current year: Standard Date published Effective date * Anticipated impact on the group IFRS 9, Financial Instruments (Amended) 24 July 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. We do not expect the adoption of IFRS 9 to have significant impact on total assets, total liabilities, equity, earnings and earnings per share. IFRS 15, Revenue from contracts with customers 28 May 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. We are currently reviewing the effects of the standard and will consider adoption when appropriate. IFRS 16, Leases 13 January January 2019 IFRS 16 contains principles that an entity will apply in the recognition and measurement of contracts containing a lease. We do not expect the adoption of IFRS 16 to have any impact on the company. * The amendments apply for annual periods commencing on or after the date noted and early adoption is permitted unless otherwise indicated. Sasol Inzalo Groups Annual Financial Statements

16 Sasol Inzalo Groups Limited (RF) Group Accounting policies and financial reporting terms (continued) Principal accounting policies Basis of preparation of financial results The consolidated and separate financial statements are prepared using the historic cost convention except that, as set out in the accounting policies below, certain items, including available-for-sale financial assets, are stated at fair value. The consolidated financial statements are prepared on the going concern basis. Basis of consolidation of financial results The consolidated financial statements and separate financial statements reflect the financial results of the group. All financial results are consolidated with similar items on a line by line basis except for investment in subsidiary, which are included in the company s results. Investment in subsidiary Investment in subsidiary is stated at cost less impairment losses. Financial assets The group classifies its financial assets into the following categories: ƫƫ ƫƫ available-for-sale financial assets; and loans and receivables. The classification is dependent on the purpose for which the financial asset is acquired. Management determines the classification of its financial assets at the time of the initial recognition and re-evaluates such designation at least at each reporting date. Financial assets are recognised on transaction date when the group becomes a party to the contracts and thus obtains rights to receive economic benefits and are derecognised when these rights expire or are transferred. Financial assets are stated initially on transaction date at fair value including transaction costs. Available-for-sale financial assets are subsequently stated at fair value at the reporting date. Unrealised gains and losses arising from revaluation of available-for-sale financial assets are recognised as other comprehensive income and included in the investment fair value reserve. On disposal or impairment of available-for-sale financial assets, cumulative unrealised gains and losses previously recognised in other comprehensive income are included respectively in determining the profit or loss on disposal of, or impairment charge relating to, that financial asset, which is recognised in the income statement. The fair values of financial assets are based on quoted market prices. An assessment is performed at each reporting date to determine whether objective evidence exists that a financial asset is impaired. In the case of available-for-sale financial assets, a significant or prolonged decline in the fair value of the asset below its cost is considered an indicator of impairment. If any such evidence exists, the cumulative loss is removed as other comprehensive income from the investment fair value reserve and recognised in the income statement. Impairment losses charged to the income statement on available-for-sale financial assets are not reversed. Financial liabilities Financial liabilities are recognised on the transaction date when the group becomes a party to a contract and thus has a contractual obligation and are derecognised when these contractual obligations are discharged, cancelled or expired. Financial liabilities are stated initially on the transaction date at fair value including transaction costs. Subsequently, they are stated at amortised cost using the effective interest method. Cash and cash equivalents Cash and cash equivalents are stated at carrying value which is deemed to be fair value. Bank overdrafts are offset against cash and cash equivalents in the statement of cash flows. Cash restricted for use Cash which is subject to restrictions on its use is stated separately at carrying amount in the statement of financial position. Share capital Issued share capital is stated in the statement of changes in equity at the amount of the proceeds received less directly attributable issue costs. Preference shares Preference shares are classified as liabilities as they are redeemable on a specific date or at the option of the shareholders, and in the case of the A and B preference shares, 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 shortterm 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. 14 Sasol Inzalo Groups Annual Financial Statements 2016

17 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 calculated tax payable on the taxable income for the year using enacted or substantively enacted tax rates and any adjustments to tax payable in respect of prior years. Deferred tax Deferred tax is provided for using the liability method, on all temporary differences between the carrying amount of assets and liabilities for accounting purposes and the amounts used for tax purposes and on any tax losses. The provision for deferred tax is calculated using enacted or substantively enacted tax rates at the reporting date that are expected to apply when the asset is realised or liability settled. 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. 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. Other payables Other payables are initially recognised at fair value and subsequently stated at amortised cost. Finance income Finance income consists primarily of dividends received and interest received. The timing of revenue recognition is as follows. Revenue from: ƫƫ ƫƫ 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. Finance costs Finance costs, including dividends on preference shares classified as liabilities, are charged to the income statement using the effective interest method. Sasol Inzalo Groups Annual Financial Statements

18 STATEMENT OF FINANCIAL POSITION at 30 June Group Company Note Rm Rm Rm Rm ASSETS Investment in subsidiary Investment in security Non-current assets Cash restricted for use Cash Current assets Total assets EQUITY AND LIABILITIES Shareholders' (deficit)/equity (766) (282) Long-term debt Deferred tax liability Non-current liabilities Short-term debt Other payables Current liabilities Total equity and liabilities INCOME STATEMENT for the year ended 30 June Group Company Note Rm Rm Rm Rm Other expenses 7 (1) (1) Operating loss (1) (1) Net finance costs (65) (63) finance income finance costs 9 (357) (355) Loss before tax (66) (64) Taxation 10 (3) Loss for year (66) (67) 16 Sasol Inzalo Groups Annual Financial Statements 2016

19 STATEMENT OF COMPHREHENSIVE INCOME for the year ended 30 June Group Company Rm Rm Rm Rm Loss for year (66) (67) Other comprehensive loss, net of tax Items that can be subsequently reclassified to the income statement (418) (1 403) Fair value of investment available-for-sale (500) (1 725) Tax on items that can be subsequently reclassified to the income statement Total comprehensive loss for year (484) (1 470) STATEMENTS OF CHANGES IN EQUITY for the year ended 30 June Group Share capital and share premium Investment fair value reserve Total shareholders' equity/ (deficit) Share capital and share premium Company Total shareholders' equity Accumulated loss Accumulated profit (Note 11) (Note 11) Rm Rm Rm Rm Rm Rm Rm Balance at 30 June (1 066) Total comprehensive loss for year (1 403) (67) (1 470) Balance at 30 June (1 133) (282) Total comprehensive loss for year (418) (66) (484) Balance at 30 June (1 199) (766) Sasol Inzalo Groups Annual Financial Statements

20 STATEMENTS OF CASH FLOWS for the year ended 30 June Group Company Note Rm Rm Rm Rm Cash utilised in operating activities 12 (1) (2) Finance income received Finance costs paid 9 (132) (140) Tax paid 10 (3) Cash generated by operating activities Repayments of capital 4 (65) (1 130) Repayment of capitalised finance costs 4 (101) (781) Loan raised Cash effect of financing activities (166) (165) Decrease in cash (7) (18) Cash at beginning of year Cash at end of year Sasol Inzalo Groups Annual Financial Statements 2016

21 Fair value of cash NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June Group Company Rm Rm Rm Rm 1 Investment in subsidiary Reflected as non-current asset Shares at cost For further details of interest in subsidiary, refer to page Investment in security Investment available-for-sale long-term investment Investment available-for-sale Reconciliation Balance at beginning of year Revaluation to fair value (500) (1 725) Balance at end of year Fair value of investment available-for-sale The fair value of the investment available-for-sale is based on a quoted market price of the Sasol ordinary share of R397,17 per share (2015: R450,00 per share) as listed on the JSE Limited at 30 June. This is a level one fair value measurement. For further details of the investment in security, refer to page Cash Cash restricted for use Cash Per the statement of cash flows Included in cash restricted for use: Cash deposit by a participant awaiting share allocation Fair value of cash The carrying value of cash approximates fair value due to the short-term maturity of these instruments. 4 Long-term debt Total long-term debt Short-term portion (95) (97) Analysis of long-term debt At amortised cost Secured debt Unamortised loan costs (3) (4) Reconciliation Balance at beginning of year Interest accrued Loans repaid 1,2 (166) (1 911) Loans raised Amortisation of loan costs 1 2 Balance at end of year Sasol Inzalo Groups Annual Financial Statements

22 Sasol Inzalo Public Limited (RF) Group Notes to the financial statements for the year ended 30 June (continued) Group Company 4 Long-term debt (continued) Interest-bearing status Interest-bearing debt Maturity profile Within one year One to five years In 2015, additional C preference shares were issued to the current holders of the C preference shares. The D preference shares were redeemed from the proceeds received for the additional C preference shares. 2 Loan repaid of R166 million (2015: R1 911 million ) comprises capital repayment on the A preference shares of R65 million (2015: R65 million); payment of finance costs on the C preference shares of R101 million (2015: R100 million) and refinancing of the D preference shares of R1 746 million in 2015 (capital repayment of R1 065 million and payment of finance costs of R681 million). 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 effective interest rate with similar cash flows. Market related rates ranging between 7,14% and 10,61% per annum (2015: 6,29% and 10,57% per annum) were used to discount estimated cash flows based on the underlying currency of the debt. This is a level two fair value measurement. Fair value of long-term debt Financial covenants There were no events of default during the current year. The company is in compliance with its debt covenants, none of which are expected to represent material restrictions on funding or investment policies in the foreseeable future. For further details of long-term debt, refer to page 28. Borrowing powers The group's borrowing powers are limited by its memorandum of incorporation. 5 Deferred tax liability Reconciliation Balance at beginning of year Current year charge per the statement of comprehensive income (82) (322) Balance at end of year Comprising Deferred tax liability The deferred tax liability is determined based on the tax status and rates of the company. Deferred tax is attributable to the following temporary differences Investment in security Other payables Other payables Fair value of other payables The carrying amount approximates fair value because of the short period to maturity of these payables Rm Rm Rm Rm 20 Sasol Inzalo Groups Annual Financial Statements 2016

23 Group Company 7 Other expenses Audit remuneration * * Professional fees * Other administrative costs 1 1 * Less than R Finance income Dividends received from investment available-for-sale Interest received on cash and cash equivalents 1 1 Per the statements of cash flows Finance costs Debt Amortisation of loan costs 1 2 Income statement charge Total finance costs before amortisation of loan costs Less interest accrued on debt (224) (213) Per the statements of cash flows Taxation South African normal tax current year Securities transfer tax 1 3 Per the statement of cash flows 3 1 This relates to 0,25% Security transfer tax paid on the capital repayment of the A preference shares Rm Rm Rm Rm 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 loss before tax. The reasons for these differences are: South African normal tax rate 28,0 28,0 28,0 28,0 disallowed expenditure (150,9) (157,5) securities transfer tax (4,2) exempt other income 122,9 129,0 (28,0) (28,0) Effective tax rate (4,7) Sasol Inzalo Groups Annual Financial Statements

24 Sasol Inzalo Groups Limited (RF) Group Notes to the financial statements for the year ended 30 June (continued) 11 Share capital and share premium Number of shares Number of shares Number of shares Number of shares Authorised Ordinary par value shares of R0,01 each Non-participating preference share of R0,01 each Issued Par value shares Ordinary share in issue at beginning and end of year Non-participating preference share at beginning and end of year Rm Rm Rm Share capital * * * * Share premium * Less than R Capital Management In terms of the memorandum of incorporation of the company and governing agreement entered into between Sasol Limited, Sasol Inzalo Groups Limited RF and Sasol Inzalo Groups Funding (Pty) Ltd (RF) on 7 April 2008, the company may not issue any unissued shares until the end of the empowerment period in June The company's capital structure is managed in accordance with the terms, conditions and restrictions of the memorandum of incorporation and governing agreement. 12 Cash utilised in operating activities Cash flow from operations (refer note 13) (1) (1) Increase in working capital (refer note 14) (1) (1) (2) 13 Cash flow from operations Operating loss (1) (1) 14 Increase in working capital Decrease in other payable (1) - 22 Sasol Inzalo Groups Annual Financial Statements 2016

25 Group Company 15 Related party transactions During the year, the Group, in the ordinary course of business, entered into certain transactions with Sasol Limited. The effect of these transactions is included in the financial performance and results of the Group. Amounts owing to related parties are disclosed in the respective notes to the financial statements for those statement of financial position items. Material related party transactions were as follows: Income statement items Finance costs Sasol Limited 37 Finance income Sasol Limited (refer to note 8) Amounts reflected as non-current assets Investment in subsidiary Sasol Inzalo Groups Funding (Pty) Ltd (RF) (refer note 1) Investment in security Sasol Limited (refer note 2) Amounts paid by Sasol Limited During the year, Sasol Limited paid directors' fees amounting to R (2015: R ) to the following directors of the company for services rendered as directors of the company and of Sasol Inzalo Groups Funding (Pty) Ltd (RF): 1 * * * Rand Rand Rand Rand B Qupe N Manyika KH Ntlha KH Setzin P Hassan P Mashinini MT Maake * Less than R Subsequent events There were no events subsequent to 30 June 2016 requiring disclosure Rm Rm Rm Rm Going concern The group incurred a net loss of R66 million for the year ended 30 June 2016 and, as of that date, the group s total liabilities exceeded its total assets by R766 million. Due to the structure of the BEE transaction, the group is regarded as a going concern despite the negative equity position. Sufficient cash will be generated out of dividends received from Sasol Limited to pay for the operating expenses as well as preference dividends and capital repayments on the preference shares which are due in the short term. The A preference shares are secured by a first right over the Sasol preferred ordinary shares and the B preference shares are secured by a second right over the Sasol preferred ordinary shares. The C preference shares are guaranteed by Sasol Limited. At the end of the empowerment period in 2018, the Sasol ordinary shares remaining after redeeming the preference shares and paying costs may then be distributed to the selected participants in proportion to their shareholding. Any shortfall between the value of the investment in Sasol Limited and the outstanding C preference shares at the end of the transaction will be settled directly by Sasol Limited in terms of the guarantee issued to the lenders. The directors have made an assessment of the group s ability to continue as a going concern and there is no reason to believe the business will not be a going concern in the year ahead. Sasol Inzalo Groups Annual Financial Statements

26 Sasol Inzalo Groups Limited (RF) Group Notes to the financial statements for the year ended 30 June (continued) 18 Financial risk management and financial instruments Introduction The group is exposed in varying degrees to a variety of financial instrument-related risks. The Sasol Inzalo Groups Limited (RF) Board of Directors (the Board) has the overall responsibility for the establishment and oversight of the group's risk management framework. These risks are continuously monitored and managed. The group's financial risks relating to its operations are managed by the Board. A comprehensive risk management process has been developed to continuously monitor and control risks. Financing risk Financing risk refers to the risk that refinancing of existing borrowings could become more difficult or more costly in the future. 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. Credit risk The group has potential credit risk exposure on cash investments, although these cash investments are not significant. The significant financial asset of the group is the available-for-sale investment in Sasol Limited which is listed on the Johannesburg Stock Exchange (JSE) and therefore fully recoverable. Liquidity risk Liquidity risk is the risk that an entity will be unable to meet its obligations as they become due. The group manages liquidity risk by effectively managing its working capital and cash flows. The group finances its operations primarily with dividend income from Sasol Limited and with interest received on cash investments. The group is in compliance with all of the financial covenants per its loan agreements. The Inzalo scheme is structured such that the recoverable amount of the Sasol Limited shares will be used to settle the outstanding preference debt. Any shortfall remaining thereafter on the C preference shares will be settled directly by Sasol Limited in terms of the guarantee issued to the lenders. Contractual Within One to cash flows* one year two years Note Rm Rm Rm 2016 Group Financial assets Loans and receivables Cash and cash restricted for use Investment available-for-sale Investment in security Non-derivative instruments Financial liabilities Long-term debt (5 247) (190) (5 057) Other payables 6 (1) (1) Non-derivative instruments (5 248) (191) (5 057) *The amount disclosed is the contractual cash flows including finance costs. 24 Sasol Inzalo Groups Annual Financial Statements 2016

27 18 Financial risk management and financial instruments (continued) Contractual Within One to Two to cash flows* one year two years three years Note Rm Rm Rm Rm Company Financial assets Loans and receivables Cash and cash restricted for use Investment available-for-sale Investment in subsidiary Non-derivative instruments Financial liabilities Other payable 6 (1) (1) Non-derivative instruments (1) (1) 2015 Group Financial assets Loans and receivables Cash and cash restricted for use Investment available-for-sale Investment in security Non-derivative instruments Financial liabilities Long-term debt (5 595) (197) (190) (5 208) Other payable 6 (1) (1) Non-derivative instruments (5 596) (198) (190) (5 208) Company Financial assets Loans and receivables Cash and cash restricted for use Investment available-for-sale Investment in subsidiary Non-derivative instruments Financial liabilities Other payables 6 (1) (1) Non-derivative instruments (1) (1) *The amount disclosed is the contractual cash flows including finance costs. Market risk Market risk is the risk arising from possible market price movements and their impact on the future cash flows of the group. The market price movement that the group is exposed to include interest rates and Sasol Limited's share price. The group has developed policies aimed at managing the volatility inherent in this exposure, which is discussed below. Sasol Inzalo Groups Annual Financial Statements

28 Sasol Inzalo Groups Limited (RF) Group Notes to the financial statements for the year ended 30 June (continued) 18 Financial risk management and financial instruments (continued) Interest rate risk Fluctuations in interest rates impact on the value of short-term investments and financing activities, giving rise to interest rate risk. Exposure to interest rate risk is particularly with reference to changes in South African interest rates. For further details on long-term debt refer to page 28. Interest Rate Cap At the reporting date the interest rate profile of the group's interest-bearing financial instruments was: Group Carrying value Company Rm Rm Rm Rm Variable rate instruments Financial assets Financial liabilities (3 474) (3 348) (3 469) (3 336) 3 3 Fixed rate instruments Financial assets Financial liabilities (988) (1 055) Interest profile (variable: fixed rate as a percentage of total interest-bearing) 78:22 76:24 100:0 100:0 Cash flow sensitivity for variable rate instruments Financial instruments affected by interest rate risk include borrowings and deposits. A change of one percent in the prevailing interest rate at the reporting date would have increased/(decreased) earnings by the amounts shown below before the effect of tax. The sensitivity analysis has been prepared on the basis that all other variables remain constant and has been performed on the same basis for Income statement 1% increase Group Rm Company Rm 30 June 2016 (35) * 30 June 2015 (33) * A one percent decrease in the interest rate at 30 June would have the equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant. * Less than R Sasol Inzalo Groups Annual Financial Statements 2016

29 INTEREST IN SUBSIDIARY Nominal issued share Investment at cost capital Name Nature of business R Interest % Rm Rm Operating subsidiary Direct Sasol Inzalo Groups Funding (Pty) Ltd (RF) Investment holding company incorporated to hold shares in Sasol Limited The entity is incorporated and domiciled in the Republic of South Africa. The company's interest in the aggregate losses of the subsidiary amount to R66 million (2015: R67 million). INVESTMENT IN SECURITY Group Name Country of incorporation Nature of business Interest % Fair value Cost Fair value Cost Rm Rm Rm Rm Sasol Limited South Africa Holding company of the Sasol group 1, The details of the investment are as follows: The group subscribed for Sasol preferred ordinary shares. The Sasol preferred ordinary shares have voting rights attached to them and will automatically be Sasol ordinary shares at the end of the empowerment period in 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. At the end of the empowerment period in 2018, the Sasol ordinary shares remaining after redeeming the preference share debt and paying costs may then be distributed to the selected participants in proportion to their shareholding. With effect from 1 April 2012, the Sasol preferred ordinary share dividend was grossed up by 10% in accordance with contractual obligations. The revised dividend is R30,80 per annum for each year until 27 June The Sasol preferred ordinary shares are pledged as security for the A and B preference shares and may not be disposed of or encumbered in any way. Sasol Inzalo Groups Annual Financial Statements

30 LONG-TERM DEBT The groups's borrowing powers are limited by its memorandum of incorporation. Interest rate at 30 June Group Terms of repayment Security/Guarantee Currency 2016 Rm Rm Secured debt A preference shares repayable in semiannual instalments by June 2018 Secured by Sasol preferred ordinary shares held by the company Rand Fixed 12,3% B preference shares repayable in June 2018 Secured by Sasol preferred Rand Fixed 14,7% ordinary shares held by the company C preference shares repayable in June 2018 Guarantee by Sasol Limited Rand Variable 68% of prime Unsecured debt Non participating preference share 1 Rand * * Unamortised loan costs (amortised over period of debt using the effective interest method) Rand (3) (4) Repayable within one year included in short-term debt Rand (95) (97) Purpose on the long-term debt Preference shares were issued to the parties providing external preference share funding in order to fund the purchase of shares in Sasol Limited by Sasol Inzalo Groups Funding (Pty) Ltd (RF). * Less than R One A ordinary share of R0,01 was issued to Sasol Limited during the period ended 30 June The rights to this share provide that, immediately when any ordinary share is issued, it is converted to a preference share. As a result of the ordinary shares issued during the period ended 30 June 2008, the share was converted to a preference share. The preference share will be entitled in the aggregate to a dividend of R1,00 immediately prior to redemption, on 27 June 2018, and to redemption proceeds of R0, Sasol Inzalo Groups Annual Financial Statements 2016

31 How to participate in the Annual General Meeting scheduled for 29 November 2016 The Annual General Meeting (AGM) is an important event on the Sasol Inzalo Groups Limited (RF) calendar. Your participation is important. The AGM provides an update for shareholders on performance for the financial year and offers an opportunity for you to ask questions and vote on the items of business. Important information on how you can participate in the AGM is set out below: Registration Shareholders attending the AGM are asked to register at the registration desk in the reception of Sasol Place, 50 Katherine Street, Sandton, Johannesburg. Before any person may attend or participate in the AGM, the person must present reasonable satisfactory personal identification. The company will accept a valid South African identity document, a valid driver s licence or a valid passport as satisfactory means of personal identification. Documentary evidence establishing the authority of a person attending the AGM on behalf of a holder in a representative capacity, or signing the Form of Proxy in a representative capacity, (for example, a certified copy of a duly passed directors resolution in the case of a holder which is a company, a certified copy of a duly passed members resolution in the case of a holder which is a close corporation and a certified copy of a duly passed trustees resolution in the case of a holder who/which is/are trustee(s) of a trust) must be presented to the person presiding at the AGM or attached to the Form of Proxy (as the case may be), and shall thereafter be retained by the company. Shareholders wishing to attend are advised to be inside the venue at Sasol Place by no later than 09:30. Please note that the registration desk, at which shareholders will register to vote at this meeting on Tuesday, 29 November 2016, will close at 09:50. ELECTRONIC PARTICIPATION Teleconferencing Shareholders entitled to attend and vote at the meeting, or proxies of such shareholders, shall be entitled to participate in the meeting by electronic means. Should a shareholder wish to participate in the meeting by teleconference, the shareholder concerned should advise Computershare Investor Services (Pty) Ltd by 09:00 on Monday, 21 November Shareholders are requested to refer to Note 8 on page 32 of the Notes to Notice of Annual General Meeting for full details on how to participate in the meeting via teleconference. Shareholders are requested to dial in with the details provided by Computershare Investor Services (Pty) Ltd by not later than 15 minutes prior to the commencement of the Annual General Meeting, during which time registration will take place. Shareholders must note that participation in the meeting by teleconference will be at the expense of the shareholders who wish to utilise the facility. Sasol Inzalo Groups Annual Financial Statements

32 LOCATION OF THE ANNUAL GENERAL MEETING Sasol Place 50 Katherine Street Cnr Katherine Street and Albertyn Avenue Sandton Johannesburg Directions to Sasol Place From O.R. Tambo International Airport Take R24 towards Johannesburg Follow R24 and N3 Eastern Bypass/N3 to Marlboro Dr/M60 Follow Marlboro Drive/M60 to Katherine Street Turn left onto Katherine Street Sasol Place: Katherine Street and Albertyn Avenue, Sandton From Johannesburg South Take M1 North Continue on M1 to Johannesburg Take exit 23 for M40/Grayston Drive toward Sandton Turn left onto Grayston Drive Slight left onto the ramp to Katherine St/M85 Turn left onto Katherine Street Sasol Place: Katherine Street and Albertyn Avenue, Sandton From Pretoria Take N1 South Continue towards Johannesburg on M1 Take exit 23 for M40/Grayston Drive toward Sandton Turn right onto Grayston Drive Slight left onto the ramp to Katherine St/M85 Turn left onto Katherine Street Sasol Place: Katherine Street and Albertyn Avenue, Sandton 30 Sasol Inzalo Groups Annual Financial Statements 2016