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Sasol Inzalo Groups Limited (RF) Group

Audited Annual Financial Statementsfor the year ended 30 June 2015

Sasol Inzalo Groups Limited (RF) Audited Annual Financial Statements for the year ended 30 June 20152

Sasol Inzalo Groups Limited (RF) Audited Annual Financial Statements for the year ended 30 June 2015 3

Contents Page

Invitation from the outgoing chairman 4

Our board of directors 5

Corporate governance report 7

Executive summary 10

Audited annual financial statements 11

How to participate in the annual general meeting 36

Notice of annual general meeting 37

Form of Proxy 41

Holder information 43


Invitation from the outgoing1 chairman29 September 2015

Dear shareholderIt is with great pleasure that I invite you to the company’s 2015 annual general meeting (AGM). This year, the meeting will be held on Monday, 16 November 2015 at 10:00 in the Sasol Limited Auditorium, 1 Sturdee Avenue, Rosebank, Johannesburg, South Africa.

The AGM is an important event on the Sasol Inzalo Groups Limited (RF) calendar and the role that you as the shareholder plays is essential to its success. It is an opportunity to constructively engage with one another. Investors 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 shareholders’ meeting to begin. Should the requisite number of shareholders not be present or submit forms of proxies, voting on the items of business 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 shareholder, 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 audited annual financial statements.

The Board recommends that you vote in favour of all the items of business.

I look forward to hosting you at the AGM and thank you for your ongoing interest in Sasol Inzalo Groups Limited (RF).

Yours sincerely,

Peta MashininiOutgoing Chairman of the Board

1 Mr K Setzin was appointed Chairman of the Board with effect from 13 October 2015.


Our board of directors

Expertise and experienceAdv Pria 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.

Expertise and experienceMs Peta Mashinini is a director of Seriti SA Basotho Trading and Projects 94. She also serves as a non-executive 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.

Pria HassanBProc, LLB, MSc

INDEPENDENT NON-EXECUTIVE DIRECTOR

2008: Appointed to board

Board committee membershipsMember of audit committeeMember of social and ethics committee

Peta MashininiBSc, Diploma (Project Management and Human Resource Management), MBA

INDEPENDENT NON-EXECUTIVE CHAIRMAN – OUTGOING



Expertise and experienceMs Maake is a non-executive director of Sasol Inzalo Public Limited (RF) and Sasol Inzalo Public Funding (Pty) Ltd (RF) and a member of the Audit Committee.

She previously worked at Kumba Iron Ore as Senior Specialist: Corporate Development and was responsible for the implementation and unwinding of a R2,6 billion Kumba BEE scheme for its employees in 2011. She also worked at FNB Premier Banking as Financial Manager.

Theto MaakeBCom Accounting (Hons), CA(SA), Anglo American Programme of Management Excellence (GIBS)


Appointed to the board in 2015

Board committee membershipsMember of audit committee


Expertise and experienceMr Mdwaba is the Founder and Chief Executive Officer of Tzoro IBC, a global deal facilitation business and commodity trader. He is also the Vice President: Africa of the International Organisation of Employers in Geneva, the Chairman of the University of the Western Cape Council, the Chairman of Productivity SA, Governing Body member of the International Labour Organisation in Geneva representing SADC employers, board member of the ILO Turin Training Center, Torino, Italy, board member (and only man ever) of the Business Women’s Association of South Africa, Chairman for the CSR and Business Human Rights Policy Working Group, IOE, member of the B20 Human Capital Task Team, since inception, under the Presidencies of France, Mexico, Russia, Australia and now, Turkey, board member of the Global Advisory Council of Accountability, New York, Chairman and shareholder of Arbez Investment Holdings.

He was previously the Vice President of BUSA, Group CEO and shareholder of Torque IT, Deputy CEO of the Kelly Group, National Chairman of the Black Information Technology Forum and President of the Information Technology Association.

Our board of directors (continued)

Mthunzi MdwabaBA (LLB)


2015: Appointed to the board

Board committee membershipsMember of social and ethics committee

Expertise and experienceMr Kenny Setzin is the founder and executive chairman of the DIH Group.

With more than 20 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, Rise FM and PE Corporate Services (Pty) Ltd.

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, Mediamark (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.

Kenny SetzinBA, MBA, Diploma (Small Business Financing)

INDEPENDENT NON-EXECUTIVE CHAIRMAN – DESIGNATE


Board committee membershipsOutgoing member of audit committee

Expertise and experienceMs Manyika was the Chief Executive Officer of the Association for the Advancement of Black Accountants of South Africa (ABASA); and is a board member of the South African Institute of Chartered Accountants.

She previously worked for Standard Bank Corporate Investment Banking, ABSA Capital and Deloitte

Nonkululeko ManyikaBCom, BCom (Hons), CA(SA)


2012: Appointed to the board



Corporate governance report

IntroductionSasol Inzalo Groups Limited (RF) (“the company”) was established for the purpose of the acquisition and ownership of ordinary shares in the share capital of Sasol Inzalo Groups Funding (Pty) Ltd (RF). The company, through Sasol Inzalo Groups Funding (Pty) Ltd (RF), is the indirect owner of 9 461 882 preferred ordinary shares in Sasol Limited (“Sasol”), issued as part of the Sasol Inzalo Black Economic Empowerment transaction (“the transaction”). Through the transaction, beneficial ownership of 10% of Sasol’s issued share capital was transferred to a wide spread of black South Africans. The tenure of the transaction is 10 years.

With appropriate Sasol facilitation, the acquisition of the Sasol shares was funded through a combination of equity contributions and preference share funding, and is governed by financing agreements entered into between Sasol, the company and preference share funders.

The shareholders of the company comprise 55 participants, selected on the basis of involvement with Sasol as customers, suppliers, franchises, unions, or their broad-based black stakeholder bases.

The company does not have any operations or employees; neither does it have any assets, save for its indirect investment in Sasol. During the financial year, the necessary services, such as financial, information and risk management, company secretarial, legal compliance and internal audit services, were provided by Sasol South Africa (Pty) Ltd (“SSA”), a wholly-owned subsidiary of Sasol, appointed by Sasol Inzalo Groups Limited (RF) and Sasol Inzalo Groups Funding (Pty) Ltd (RF) (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).

GovernanceSasol Inzalo Groups Limited (RF) and its subsidiary (the group) complies 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 group relies entirely on Sasol functions to provide it with services, including financial services, internal audit services, risk management services, information technology support, legal compliance services and stakeholder management. These functions are subject to oversight and performance management by the appropriate structures within Sasol.

Further information on the group’s corporate governance framework can be found in its latest annual financial statements which can be viewed on the Sasol Inzalo website http://www.sasol.com/investor-centre/sasol-inzalo/sasol-inzalo-financial-results.

Ethics as the foundation of corporate governance1 remains one of the cornerstones on which effective and responsible leadership is provided throughout the group. The values of responsibility, honesty, fairness and respect underpin the framework against which the Sasol group measures

1 King III Report.

its corporate behaviour and practices. Good corporate governance is implicit in Sasol’s values, culture and processes which are continuously refined through, among others, the Sasol Code of Ethics.

Responsible leadership is provided by the board which is responsible for the performance and control of the group as provided for in the memorandum of incorporation (MOI) of the company.

Board powers and proceduresThe 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 the responsibilities and obligations of the board in detail, 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.

Composition of the board and appointment of directorsThe company’s MOI provides that the number of directors shall not be less than two. As prescribed by the MOI and the Governing Agreement, the majority of the directors shall be black people, with at least 40% of the directors being black women. As prescribed by the JSE Limited at the time the transaction was embarked upon, all the directors shall be independent directors, who are guided, as recommended by King III, by an independent, non-executive director, as chairman. The board comprises of six directors of which 67% are black women.

In terms of the company’s MOI, one-third of the directors shall retire from office or if their number is not a multiple of 3 (three), then the number nearest to, but not less than one third shall retire from office and be eligible for re-election at each annual general meeting. Casual vacancies can be filled by the board and directors so appointed, shall retain office only until the next annual general meeting, and shall then retire and be eligible for re-election. Annually directors’ general declarations of interests are tabled at the board for consideration and noting. In terms of the company’s MOI, the Sasol Inzalo Groups Limited (RF) board comprises the same directors as Sasol Inzalo Groups Funding (Pty) Ltd (RF).


Corporate governance (continued)

Board and CommitteesIn discharging its responsibilities, the board is supported by an audit committee and a social and ethics committee. The board and its audit committee are empowered to obtain such external or other independent professional advice as they consider necessary to discharge their duties.

The audit committeeThe audit committee is an important element of the board’s system of monitoring and control. In compliance with South African legislation, all members are independent non-executive directors. The audit committee is constituted as a statutory committee of Sasol Inzalo Groups Limited (RF) and its subsidiary in respect of its statutory duties in terms of section 94(7) of the Act. Members are elected by shareholders at the annual general meeting.

During the financial year ended 30 June 2015, the board held four meetings. The attendance by each director was as follows:

Sasol Inzalo Groups Limited (RF)

Director 17 September 2014 3 February 2015 24 March 2015 23 June 2015

PN Mashinini (Chairperson) 4 4 4 4

P Hassan 4 4 4 4

N Manyika¹ n/a n/a 4 4

KA Ntlha² 4 n/a n/a n/aB Qupe³ 4 4 n/a n/aK Setzin 4 4 4 4

T P Zondi4 – n/a n/a n/a

4 Indicates attendance.n/a Indicates not a director at the time.– Indicates absence with apology.¹ Ms N Manyika was appointed on 17 March 2015.² Ms KA Ntlha resigned on 26 November 2014.³ Ms B Qupe passed away on 10 March 2015.4 Ms TP Zondi resigned on 10 November 2014.

Sasol Inzalo Groups Funding (Pty) Ltd (RF)

Director 17 September 2014 3 February 2015 24 March 2015 23 June 2015

PN Mashinini (Chairperson) 4 4 4 4

P Hassan 4 4 4 4

N Manyika¹ n/a n/a 4 4

KA Ntlha² 4 n/a n/a n/aB Qupe³ 4 4 n/a n/aK Setzin 4 4 4 4

TP Zondi4 – n/a n/a n/a

4 Indicates attendance.n/a Indicates not a director at the time.– Indicates absence with apology.¹ Ms N Manyika was appointed on 17 March 2015.² Ms KA Ntlha resigned on 26 November 2014.³ Ms B Qupe passed away on 10 March 2015.4 Ms TP Zondi resigned on 10 November 2014.

The functions and terms of reference of the audit committee are set out in the report of the audit committee on page 12 of the audited annual financial statements. The audit 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 Act. The committee consists of four non-executive directors.


During the year under review, the attendance by each member was as follows:

Member 17 September 2014 24 March 2015

K Setzin (Chairman) 4 4

P Hassan¹ n/a 4

B Qupe² 4 n/aN Manyika³ n/a 4

T Zondi4 – n/a

4 Indicates attendance.- Indicates absence with apology.¹ Adv P Hassan was appointed on 17 March 2015.² B Qupe passed away on 10 March 2015.³ N Manyika was appointed on 17 March 2015.4 Ms TP Zondi resigned on 10 November 2014.

Social and ethics committeeThe board, in compliance with the requirements of the Act, established a social and ethics committee and appointed Adv P Hassan with effect from 17 September 2014, Ms N Manyika with effect from 24 March 2015, Ms PN Mashinini with effect from 21 September 2015, and Mr M Mdwaba with effect from 13 October 2015 as members of the social and ethics committee.

The committee meets once a year to address the company’s stakeholder relationships, in particular with its shareholders and to consider Sasol Limited’s annual sustainable development report, which deals with all prescribed functions of a social and ethics committee.

SSA was the company secretary of the company and its subsidiary. It is represented by suitably qualified and experienced individuals who 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 the Sasol group. The role and function of internal audit, provided by the Sasol group and overseen by Sasol’s audit committee, including the requirements with respect to combined assurance, and the governance of risk 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 operations, 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 responsible for ensuring compliance with legal requirements and is supported and monitored by the internal audit, legal services and risk management functions of the Sasol group.

The group acknowledges that transparency and accountability are achieved by among others, effective communication, which is part of 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 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.


Executive summary

Performance for the financial yearThrough the Sasol Inzalo Black Economic Empowerment transaction, implemented in June 2008, Sasol Inzalo Groups Limited (RF) indirectly through its subsidiary Sasol Inzalo Groups Funding (Pty) Ltd (RF) (comprising the group) holds 9 461 882 Sasol Preferred ordinary shares. The shares were subscribed for at R366,00 per share. The total investment was R3 463 million. This investment was funded by way of an equity contribution from the shareholders of R204 million and preference share funding (including preference shares subscribed for in Sasol Inzalo Groups Funding (Pty) Ltd (RF) by Sasol Limited), of R3 279 million. The transaction is structured to incur losses due to interest on the C preference shares accruing over the term of the transaction with a bullet repayment at maturity.

Income statementThe finance income of the group comprises mainly of dividends received from Sasol Limited of R292 million (2014: R229 million), at a dividend per share of R30,80 per annum. The dividends received from Sasol Limited includes a final dividend received on 1 October 2014 of R145,7 million for the 2014 financial year and an interim dividend received on 1 April 2015 of R145,7 million for the 2015 financial year.

Other expenses of the group are made up of the following items:

• Agency fee payable to the Standard Bank of Southern Africa of R458 561 (2014: R473 374);

• Professional expenses of R478 250 (2014: R1 million) paid for the partial refinancing of the C debt; and

• Audit fees of R134 300 (2014: R152 356).Finance costs comprising interest on the long-term debt of R355 million (2014: R362 million).

The group recorded a net loss of R67 million (2014: R135 million). The net loss for 2015 is lower than that of 2014 mainly due to the increase in dividend income received from Sasol Limited from R24,20 per share to R30,80 per share.

Statement of financial positionThe investment of the 9 461 882 Sasol Preferred Ordinary shares was revalued at the closing market price of R450,00 (2014: R632,36) per Sasol Limited Ordinary share as at 30 June 2015, to a value of R4 258 million (2014: R5 983 million) in line with the group's accounting policy on investment in Sasol Limited.

The value of the investment in Sasol Limited is R795 million higher (2014: R2 520 million higher) than the cost price of R3 463 million mainly due to the 23% increase in the Sasol Limited ordinary share price. A deferred tax liability to the value of R148 million (2014: R470 million) is recognised relating to the revaluation. The net balance on the investment fair value reserve amounts to R647 million (2014: R2 050 million).

The balance of the long-term and short-term debt amounts to R4 403 million (2014: R4 353 million). In terms of the financing agreement entered into with the preference share funders, 50% of the A preference shares will be redeemed over the period 2009 to 2019. The balance of the A, B and C preferences shares will be redeemed in full at the end of the empowerment period out of the proceeds from the sale of the Sasol preferred ordinary shares. A refinancing transaction was concluded on 17 October 2014 in terms of which additional C preference shares were issued to the current holders of the C preference shares. The interest rate on this tranche of the debt as well as the existing debt reduced to 68% of the prime interest rate when compared to the previous 80,3% of the prime interest rate. The D preference shares were redeemed from the proceeds received for the additional C preference shares. This transaction will reduce the overall interest burden on the financing of the transaction over the remaining tenure of three years.

The shareholders' deficit of R282 million (2014: R1 188 million positive) consists of an accumulated loss of R1 133 million (2014: R1 066 million), a fair value reserve of R647 million (2014: R2 050 million) and a share capital of R204 million.

Cash flow managementThe group generated sufficient cash from dividends received on the investment in Sasol Limited to fund operating activities, finance costs on the A and B preference shares and to repay long-term debt during the year as contained on page 35. Cash generated from operating activities amounted to R147 million (2014: R81 million). The increase in cash generated from operating activities is mainly due to the increase in dividend income received from Sasol Limited from R24,20 per share to R30,80 per share per annum.

Subsequent eventsThere were no events subsequent to 30 June 2015 requiring disclosure.

Declaration of ordinary dividendTaking into account the recent decline in the value of the underlying investment (Sasol Limited) due to the lower oil price and difficult macroeconomic environment, the board of directors have seen it prudent to conserve cash and have concluded that no ordinary dividend will be declared for the year ended 30 June 2015.

Peta Mashinini Kenny SetzinDirector Director16 September 2015


Contents Page

Report of the audit committee 12

Statement by the directors 13

Approval of the annual financial statements 13

Certificate of the company secretary 13

Directors’ report 14

Independent auditor's report 15

Accounting policies and financial reporting terms 16

Statement of financial position 21

Income statement 21

Statement of comprehensive income 22

Statement of changes in equity 22

Statement of cash flows 23

Notes to the financial statements 24

Interest in subsidiary 34

Investment in security 34

Long-term debt 35

Preparers of the audited annual financial statements

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


Report of the audit committee

The audit committee (the committee) has the pleasure of submitting this report to the shareholders of Sasol Inzalo Groups Limited (RF) (the company) in respect of the financial year ended 30 June 2015.

The committee performed the duties and functions required in terms of the South African Companies Act, 71 of 2008 (the Act), the King Code of Governance in South Africa 2009 (King III), its terms of reference and the terms of the Governing Agreement entered into between Sasol Limited, Sasol Inzalo Groups Limited (RF), Sasol Inzalo Groups Funding (Pty) Ltd (RF) and The Sasol Inzalo Groups Facilitation Trust on 7 April 2008.

Oversight of the following specific matters has been delegated to the committee:

• 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.

The following members of the committee were duly elected by shareholders at the annual general meeting of Sasol Inzalo Groups Limited (RF) held on 26 November 2014, to hold office until the next annual general meeting scheduled for 16 November 2015:

Mr KH Setzin (Chairman)Ms B Qupe1

Ms TP Zondi1

1 Ms TP Zondi resigned as a director on 10 November 2014 and Ms B Qupe passed away on 10 March 2015. Ms P Hassan and Ms N Manyika were appointed by the board to the audit committee on 19 March 2015 and Ms T Maake was appointed on 13 October 2015. Mr KH Setzin resigned as a member of the Committee on 13 October 2015 and Ms N Manyika was appointed Chairman of the Committee in his stead.

In satisfying its duties, the committee in particular:

• 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 2015;

• 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 company and pre-approved all proposed contracts with PwC for the provision of non-audit services to the company;

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

• reviewed the company’s risk management plan and processes which includes information technology management; and

• reviewed the internal audit plan and considered internal audit reports.

Conclusion The audit committee is satisfied that it complied with all its statutory and other duties assigned to it.

Following review and having had regard to all material factors and risks that may impact on the integrity of the company’s financial statements we recommend that the annual financial statements of Sasol Inzalo Groups Limited (RF) and its subsidiary for the year ended 30 June 2015 be approved by the board of directors.

On behalf of the audit committee

Kenny SetzinOutgoing Chairman 29 September 2015


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 statement of financial position at 30 June 2015, income statement, statement of comprehensive income, statement of changes in equity and statement 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.

Certificate of the company secretary

In my capacity as the company secretary, I hereby confirm, in terms of the South African Companies Act 71 of 2008, that for the year ended 30 June 2015, 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 South African 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.

M du Toit for Sasol South Africa (Pty) Ltd

29 September 2015

The directors' responsibility also includes maintaining adequate accounting records and an effective system of risk management.

The group incurred a net loss of R67 million for the year ended 30 June 2015 and, as of that date, the group's total liabilities exceeded its total assets by R282 million. Due to the structure of the BEE transaction, the group is regarded as a going concern despite the negative equity position. Any shortfall between the value of the investment in Sasol Limited and the outstanding C preference debt value at the end of the transaction will be settled directly by Sasol Limited in terms of the guarantee issued to the lenders. We expect that sufficient cash will be generated out of dividends received from Sasol Limited to pay for the operating expenses as well as dividends. 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.

Approval of the annual financial statements

The annual financial statements for the year ended 30 June 2015 as identified in the first paragraph and set out on pages 16 to 35 were approved by the board of directors on 29 September 2015 and are signed on its behalf by:

Peta Mashinini Kenny SetzinDirector Director

29 September 2015


Directors’ report for the year ended 30 June 2015

The directors have pleasure in presenting their report for the year ended 30 June 2015.

Nature of businessDuring 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% (63 079 214 shares) 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 1,4% (9 461 882) 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.

A refinancing transaction was concluded on 17 October 2014, in terms of which additional C preference shares were issued to the current holders of the C preference shares. The interest rate on this tranche of the debt as well as the existing debt reduced to 68% of the prime interest rate when compared to the previous 80,3% of the prime interest rate. The D preference shares were redeemed from the proceeds received for the additional C preference shares. This transaction will reduce the overall interest burden on the financing of the transaction over the remaining tenure of 3 years.

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

Going concernThe group incurred a net loss of R67 million for the year ended 30 June 2015 and, as of that date, the group’s total liabilities exceeded its total assets by R282 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 dividends and capital repayment on the preference shares which are due in the short-term. 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. Any shortfall between the value of the investment in Sasol Limited and the outstanding C preference debt value at the end of the transaction will be settled directly by Sasol Limited in terms of the guarantee issued to the lenders.

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 secured by a guarantee from Sasol Limited. 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.

DirectorateThe directors in office during the year were:

PN Mashinini (outgoing Chairman) P Hassan MT Maake5

MP Mdwaba6

N Manyika1

KA Ntlha2

B Qupe3

KH Setzin (incoming Chairman) TP Zondi4

1. Ms N Manyika was appointed as director on 17 March 2015.2. Ms KA Ntlha resigned as director on 26 November 2014.3. Ms B Qupe passed away on 10 March 2015.4. Ms TP Zondi resigned as director on 10 November 2014.5. Ms MT Maake was appointed as director on 7 September 20156. Mr MP Mdwaba was appointed as director on 7 September 2015

Subsequent eventsThere were no events subsequent to 30 June 2015 requiring disclosure.

Company secretarySasol South Africa (Pty) Ltd is the company secretary of Sasol Inzalo Groups Limited (RF) and its subsidiary and its addresses are:

Postal address Physical addressPO Box 5486 1 Sturdee AvenueJohannesburg Rosebank2000 2196Republic of South Africa Republic of South Africa

Registered officeThe registered office of the company is:

Postal address Physical addressPO Box 5486 1 Sturdee AvenueJohannesburg Rosebank2000 2196Republic of South Africa Republic of South Africa


Independent auditor’s report to the shareholders of Sasol Inzalo Groups Limited (RF)

We have audited the consolidated and separate financial statements of Sasol Inzalo Groups Limited (RF) set out on pages 16 to 35, which comprise the statement of financial position as at 30 June 2015, and the income statement, statement of comprehensive income, statement of changes in equity and statement 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 statementsThe company’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 responsibilityOur 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of matterWithout qualifying our opinion, we draw attention to note 20 to the financial statements which indicates that the group incurred a net loss of R67 million for the year ended 30 June 2015 and, as at date, the group’s total liabilities exceeded its total assets by R282 million, rendering the group technically insolvent. Note 20 also details plans in place by management to ensure that the company is able to continue as a going concern in the foreseeable future.

OpinionIn 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 2015, 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.

Other reports required by the Companies ActAs part of our audit of the consolidated and separate financial statements for the year ended 30 June 2015, 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.

Director: Megandra Naidoo Registered Auditor

Sunninghill

29 September 2015


Accounting policies and financial reporting terms

Sasol Inzalo Groups Limited (RF) is the holding company of Sasol Inzalo Groups Funding (Pty) Ltd (RF) and is domiciled in the Republic of South Africa. The following principal accounting policies were applied by the group for the financial year ended 30 June 2015. Except as otherwise disclosed, these policies are consistent in all material respects with those applied in previous years.

Financial reporting termsThese 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 structuresCompany A legal business entity registered in terms of the applicable legislation of that country.

Entity Sasol Inzalo Groups Limited (RF) or a subsidiary of Sasol Inzalo Groups Limited (RF).

Group The group comprises Sasol Inzalo Groups Limited (RF) and its subsidiary, Sasol Inzalo Groups Funding (Pty) Ltd (RF).

Subsidiary Any entity over which the company exercises control.

General accounting termsAcquisition date The date on which control in a subsidiary commences.

Consolidated group financial statements

The financial results of the group which comprise the financial results of Sasol Inzalo Groups Limited (RF) and its subsidiary.

Control Control is obtained when an investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. When assessing the ability to control an entity, the existence of substantive potential voting rights is taken into account.

Fair value The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Financial results Comprise the financial position (assets, liabilities and equity), results of operations (income and expenses) and cash flows of an entity and of the group.

Functional currency The currency of the primary economic environment in which the entity operates, which is the South African rand.

Long-term A period longer than 12 months from the reporting date.

Other comprehensive income

Comprises items of income and expense (including reclassification adjustments) that are not recognised in the income statement and includes available-for-sale financial assets, including the tax effect thereof.

Presentation currency The currency in which financial results of an entity is presented, which is the South African rand.

Prolonged decline A decline in the fair value of an investment in an equity instrument below its cost for a minimum period of three continuous years.

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.

Revenue Comprises dividends received and interest received.

Significant decline A decline of 33% in the fair value of an investment in an equity instrument below its cost at the reporting date.

Financial instrument termsAvailable-for-sale financial asset

A financial asset that has been designated as available-for-sale or a financial asset other than those classified as loans and receivables, held-to-maturity investments.

An investment intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, is classified as a non-current available-for-sale financial asset.

Cash and cash equivalents Comprise cash on hand, cash restricted for use and demand deposits.

Effective interest rate The derived rate that discounts the expected future cash flows of a financial asset or liability to the current net carrying amount.


Equity instrument Any financial instrument (including investments) that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

Financial asset Cash or cash equivalents, a contractual right to receive cash, an equity instrument of another entity or a contractual right to exchange a financial instrument under favourable conditions.

Financial liability A contractual obligation to pay cash or transfer other benefits or an obligation to exchange a financial instrument under unfavourable conditions. This includes debt.

Financial guarantee A contract that requires an issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of the debt instrument.

Loans and receivables A financial asset with fixed or determinable repayments that are not quoted in an active market, other than an available-for-sale financial asset.

Monetary asset An asset which will be settled in a fixed or determinable amount of money.

Monetary liability A liability which will be settled in a fixed or determinable amount of money.

Transaction date The date an entity commits itself to purchase or sell a financial instrument.

Statement of complianceThe consolidated 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 South African Companies Act, 71 of 2008. The consolidated financial statements were approved for issue by the board of directors on 29 September 2015 and will be presented to the annual general meeting of shareholders on 16 November 2015.

During the current financial year, the following accounting standards, interpretations and amendments to published accounting standards were adopted by the group:

Nature of Impact on financial positionStandard the change Date published Effective date or performance

Annual Improvements 2014

Amendments to various standards

September 2014 1 January 2016 No material impact for the group

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 2014 1 January 2018 IFRS 9 introduced new requirements for classifying and measuring financial assets and liabilities by introducing a fair value through other comprehensive income category for certain debt instruments. It also contains a new impairment model which will result in earlier recognition of losses and new hedging guidance which will require the implementation of new models, systems and processes.

The effective date for adoption of this standard is for periods commencing on or after 1 January 2018. We do not expect the adoption of IFRS 9 to have significant impact on total assets, total liabilities, equity, earnings and earnings per share.

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


Accounting policies and financial reporting terms (continued)

Standard Date published Effective date * Anticipated impact on Sasol

IFRS 15, Revenue from contracts with customers

28 May 2014 1 January 2017 IFRS 15 contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognised. The underlying principle is that an entity will recognise revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services.

The effective date for adoption of this standard is for periods commencing on or after 1 January 2017. We are currently reviewing the effects of the standard and will consider adoption when appropriate.

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

Principal accounting policiesBasis of preparation of financial resultsThe 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.

Except as otherwise disclosed, these accounting policies are consistent with those applied in previous years.

These accounting policies are consistently applied throughout the group.

Basis of consolidation of financial results The consolidated 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 as set out below.

Subsidiaries are entities controlled by the group. The effects of potential voting rights that are substantive are also considered when assessing whether the group controls another entity. The financial results of subsidiaries are consolidated into the group’s results from acquisition date until disposal date.

Inter-company transactions, balances and unrealised gains and losses between entities are eliminated on consolidation. To the extent that a loss on such a transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss of a non-current asset, that loss is charged to the income statement.

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

Financial assetsThe group classifies its financial assets into the following categories:

• 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. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment losses.

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 assets and liabilities are offset and the net amount presented when the group has a legal enforceable right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

Financial assets and liabilities are offset and the net amount presented when the group has a legal enforceable right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Cash and cash equivalentsCash 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 useCash which is subject to restrictions on its use is stated separately at carrying amount in the statement of financial position.

Share capitalIssued share capital is stated in the statement of changes in equity at the amount of the proceeds received less directly attributable issue costs.

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

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

value of debt raised and the amount repayable at maturity date are charged to the income statement as finance expenses based on the effective interest method.

TaxationThe 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. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be realised.

The provision of deferred tax assets and liabilities reflects the tax consequences that would follow from the expected recovery or settlement of the carrying amount of its assets and liabilities.

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.


Accounting policies and financial reporting terms (continued)

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

RevenueRevenue is recognised at the fair value of the consideration received or receivable and consists primarily of dividends received and interest received.

The timing of revenue recognition is as follows. Revenue from:

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


Statement of financial positionat 30 June

Income statementfor the year ended 30 June

Group Company

2015 2014 2015 2014 Note Rm Rm Rm Rm

Other expenses 8 (1) (2) * –

Operating loss (1) (2) * –Net finance (costs)/income (63) (133) – 23

Finance income 9 292 229 * 23Finance costs 10 (355) (362) – –

(Loss)/profit before tax (64) (135) – 23Taxation 11 (3) – * –

(Loss)/profit for year (67) (135) * 23

* Less than R500 000.

Group Company

2015 2014 2015 2014 Note Rm Rm Rm Rm

ASSETS Investment in subsidiary 1 204 204Investment in security 2 4 258 5 983 – –

Non-current assets 4 258 5 983 204 204

Cash restricted for use 3 1 1 1 1Cash 3 11 29 2 2

Current assets 12 30 3 3

Total assets 4 270 6 013 207 207

EQUITY AND LIABILITIES Shareholders (deficit)/equity (282) 1 188 206 206

Long-term debt 4 4 306 2 544 – –Deferred tax liability 5 148 470 – –

Non-current liabilities 4 454 3 014 – –

Short-term debt 6 97 1 809 – –Other payables 7 1 2 1 1

Current liabilities 98 1 811 1 1

Total equity and liabilities 4 270 6 013 207 207


Statement of comprehensive incomefor the year ended 30 June

Statement of changes in equityfor the year ended 30 June

Group Company

2015 2014 2015 2014 Note Rm Rm Rm Rm

(Loss)/profit for year (67) (135) * 23Other comprehensive (loss)/income, net of tax Items that can be subsequently reclassified to the income statement 12 (1 403) 1 545 – –

Investment available-for-sale 12 (1 725) 1 900 – –Tax on items that can be subsequently reclassified to the income statement 12 322 (355) – –

Total comprehensive (loss)/income (1 470) 1 410 * 23


Group Company

Share capital and share premium

Investment fair value

reserveAccumulated

loss

Total shareholders

equity

Share capital and share premium

Accumulated profit

Total shareholders

equity (Note 13) (Note 14) Rm Rm Rm Rm Rm Rm Rm

Balance at 30 June 2013 204 505 (910) (201) 204 – 204Total comprehensive income for year – 1 545 (135) 1 410 – 23 23Dividend paid – – (21) (21) – (21) (21)

Balance at 30 June 2014 204 2 050 (1 066) 1 188 204 2 206Total comprehensive loss for year – (1 403) (67) (1 470) – * *

Balance at 30 June 2015 204 647 (1 133) (282) 204 2 206



Statement of cash flowsfor the year ended 30 June

Group Company

2015 2014 2015 2014 Note Rm Rm Rm Rm

Cash utilised in operating activities 14 (2) (1) – –Finance income received 9 292 229 – 23Finance costs paid 10 (140) (147) – –Tax paid 11 (3) – * –

Cash available from operating activities 147 81 * 23Dividend paid 17 – (21) – (21)

Cash generated by operating activities 147 60 * 2

Repayments of long-term debt 4 (1 911) (62) – –Loan raised 4 1 746 – – –

Cash effect of financing activities (165) (62) – –

(Decrease)/increase in cash (18) (2) * 2Cash at beginning of year 30 32 3 1

Cash at end of year 12 30 3 3



Notes to the financial statementsfor the year ended 30 June

Group Company

2015 2014 2015 2014 Rm Rm Rm Rm

1 Investment in subsidiary Reflected as non-current asset

Shares at cost 204 204

For further details of interest in subsidiary, refer to page 34.

2 Investment in security Investment available-for-sale

listed long-term investment 4 258 5 983 – –

Investment available-for-sale Reconciliation Balance at beginning of year 5 983 4 083 –

Revaluation to fair value (1 725) 1 900 – –

Balance at end of year 4 258 5 983 – –

Fair value of investment available-for-sale

The fair value of the listed investment is based on a quoted market price of the Sasol ordinary share of R450,00 per share (2014: R632,36 per share) as listed on the Johannesburg Stock Exchange at 30 June 2015. This is a level one fair value measurement.

For futher details of the investment in security, refer to page 34.

3 Cash Cash restricted for use 1 1 1 1

Cash 11 29 2 2

Per the statement of cash flows 12 30 3 3

Included in cash restricted for use:

Cash deposit by certain selected participant awaiting share allocation. 1 1 1 1

Fair value of cash

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


4 Long-term debt Total long-term debt 4 403 4 353 – – Short-term portion (97) (1 809) – –

4 306 2 544 – –

Analysis of long-term debt At amortised cost Secured debt 4 407 2 649 – – Unsecured debt – 1 710 – – Unamortised loan costs (4) (6) – –

4 403 4 353 – –

Reconciliation Balance at beginning of year 4 353 4 200 – – Interest accrued 353 360 – – Interest paid (140) (147) – – Loans repaid 1 (1 911) (62) – – Loans raised 1 1 746 – – – Amortised loan costs 2 2 – –

Balance at end of year 4 403 4 353 – –

Interest-bearing status Interest-bearing debt 4 403 4 353 – –

Maturity profile Within one year 97 1 809 – – Two to five years 4 306 2 697 – – More than five years – – – –

4 403 4 506 – –

Fair value of long-term debt 4 529 4 551 – –

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 6,29% and 10,57% per annum (2014: 6,57% and 10,26% 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.

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 35.

Borrowing powers The groups borrowing powers are limited by its Memorandum of Incorporation.

1 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.

At the end of the transaction any shortfall between the value of the investment in Sasol Limited and the outstanding C preference debt value will be settled directly by Sasol Limited in terms of the guarantee issued to the lenders. 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.

Group Company

2015 2014 2015 2014 Rm Rm Rm Rm


6 Short-term debt

Short-term portion of long-term debt 97 1 809 – –

7 Other payables

Other payables 1 2 1 1

Fair value of other payables

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

8 Other expenses Audit fees * * – – Professional services ** * 1 – –

Other administrative costs 1 1 * *

1 2 * *

* Less than R500 000. ** Professional services were incurred in respect of the partial refinancing of the debt.

Group Company

2015 2014 2015 2014 Rm Rm Rm Rm

Notes to the financial statements (continued)for the year ended 30 June

5 Deferred tax Reconciliation Balance at beginning of year (470) (115) – – Current year charge

per the statement of comprehensive income 322 (355) – –

Balance at end of year (148) (470) – –

Comprising

Deferred tax liability (148) (470)

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

Asset

Investment in security (148) (470) – –


Group Company

2015 2014 2015 2014 Rm Rm Rm Rm

9 Finance income Dividends received South Africa 291 229 – 23 Interest received

South Africa 1 – – –

Per the statement of cash flows 292 229 – 23

Interest received on

cash in the bank 1 – – –

10 Finance costs Debt 353 360 – –

Amortisation of loan costs 2 2 – –

Income statement charge 355 362 – –

Total finance costs before amortisation of loan costs 353 360 – –

Less interest accrued on debt (213) (213) – –

Per the statement of cash flows 140 147 – –

11 Taxation South African normal tax current year * – *

Security Tax Transfer1 3 – –

Per the statement of cash flows 3 – *

Reconciliation of effective tax rate % % % %

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 (157,5) (75,0) – – Security Tax Transfer (4,2) – – –

exempt other income 129,0 47,0 (28,0) (28,0)

Effective tax rate (4,7) – * –

1This relates to 15% Security Transfer Tax paid on the refinancing of the D preference shares on 17 October 2014.


* Less than 1%.


Group Company

2015 2014 2015 2014 Rm Rm Rm Rm


12 Other comprehensive (loss)/income, (net of tax)

Components of other comprehensive (loss)/income (Loss)/gain on fair value of investment (1 725) 1 900 – –

Tax on other comprehensive (loss)/income 322 (355) – –

Other comprehensive (loss)/income for year, net of tax (1 403) 1 545 – –

13 Share capital and share premium

Number of shares

Number of shares

Number of shares

Number of shares

Authorised

10 000 000 ordinary par value shares of R0,01 each 10 000 000 10 000 000 10 000 000 10 000 000

1 Non-participating preference share of R0,01 each 1 1 1 1

Issued

9 461 882 ordinary share in issue at beginning and end of year 9 461 882 9 461 882 9 461 882 9 461 882

1 Non-participating preference share of R0,01 each 1 1 1 1

Rm Rm Rm

Share capital * * * *

Share premium 204 204 204 204


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 2018. The company's capital structure is managed in accordance with the terms, conditions and restrictions of the memorandum of incorporation and governing agreement.

Group Company

2015 2014 2015 2014 Rm Rm Rm Rm

14 Cash utilised in operating activities Cash flow from operations (refer note 15) (1) (2) – –

Decrease in working capital (refer note 16) (1) 1 – –

(2) (1) – –

15 Cash flow from operations

Operating loss (1) (2) – –


Group Company

2015 2014 2015 2014 Rm Rm Rm Rm

16 (Decrease)/increase in working capital (Decrease)/increase in other payable

Per the statement of financial position (1) 1 – 5

17 Dividend paid

Final dividend – prior year – (21) – (21)

18 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. Terms and conditions are determined on an arms length basis. 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 37 113 – –

Finance income Sasol Limited (refer note 9) 291 229 – –

Sasol Inzalo Groups Funding (Pty) Ltd (RF) (refer note 9) – – – 23

291 229 – 23

Amounts reflected as non-current assets Investment in subsidiary

Sasol Inzalo Groups Funding (Pty) Ltd (RF) (refer note 1) 204 204

Investment in security

Sasol Limited (refer note 2) 4 258 5 983 – –

Amounts reflected as current liability Short-term debt

Sasol Limited (refer note 5) – 1 710 – –

Amounts paid by Sasol Limited

During the year, Sasol Limited paid directors fees amounting to R479 650 (2014: R1 104 750) 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 1 * *

Rand Rand Rand Rand

B Qupe 50 350 176 450 34 450 82 850 N Manyika 34 450 – 18 550 – KA Ntlha 47 700 171 300 31 800 77 700 KH Setzin 106 000 201 600 74 200 88 000 P Hassan 98 050 155 400 66 250 61 800 PN Mashinini 143 100 256 950 95 400 116 550

TP Zondi – 143 050 – 64 450

479 650 1 104 750 320 650 491 350




19 Subsequent events

There were no events subsequent to 30 June 2015 requiring disclosure.

20 Going concern

The group incurred a net loss of R67 million for the year ended 30 June 2015 and, as of that date, the group’s total liabilities exceeded its total assets by R282 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 dividends and capital repayment on the preference shares which are due in the short-term. 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. Any shortfall between the value of the investment in Sasol Limited and the outstanding C preference debt value at the end of the transaction will be settled directly by Sasol Limited in terms of the guarantee issued to the lenders. 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 secured by a guarantee from Sasol Limited. 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.

21 Financial risk management and financial instruments Introduction

The group is exposed in varying degrees to a variety of financial instrument related risks. 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 groups financial risks relating to its operations are managed by the Sasol Inzalo Groups Ltd (RF)s board of directors. A comprehensive risk management process has been developed to continuously monitor and control risks.

Financing risk

Financing risk refers to the risk that financing of the company’s capital requirements and refinancing of existing borrowings could become more difficult or more costly in the future. The group’s goals for long-term borrowings include an average time to maturity of at least 2 years, and an even spread of maturities.

Risk profile

Risk management and measurement relating to each of these risks is discussed under the headings below (subcategorised into credit risk, liquidity risk, and market risk) which entails an analysis of the types of risk exposure, the way in which such exposure is managed and quantification of the level of exposure in the statement of financial position.

(a) Credit risk

The Inzalo scheme is structured such that the recoverable amount of the Sasol Limited shares will be used to seele the outstanding preference debt. 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 secured by a guarantee from Sasol Limited.

(b) Liquidity risk

Liquidity risk is the risk that an entity will be unable to meet its obligations as they become due. The group manages liquidity risk by effectively managing its working capital and cash flows. The group finances its operations primarily with 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 maturity profile of the contractual cash flows of financial instruments at 30 June were as follows:


Contractual

cash flows**Within

one yearOne to

two yearsTwo to

three years

Note Rm Rm Rm Rm

2015 Group Financial assets Loans and receivables Cash and cash restricted for use 3 12 12 – –

Investment available-for-sale

Investment in security 2 4 258 – – 4 258

Non-derivative instruments 4 270 12 – 4 258

Financial liabilities Long-term debt (5 595) (197) (190) (5 208)

Other payables 7 (1) (1) – –

(5 596) (198) (190) (5 208)

Contractual

cash flows**Within

one yearOne to

two yearsTwo to

three yearsThree to

four years

Note Rm Rm Rm Rm Rm

Company Financial assets Loans and receivables Cash restricted for use 3 3 3 – – – Investment available-for-sale

Investment in subsidiary 1 204 – – 204 –

Non-derivative instruments 207 3 – 204 –

Financial liabilities Non-derivative instruments

Other payable 7 (1) (1) – – –

Non-derivative instruments (1) (1) – – –

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

21 Financial risk management and financial instruments (continued)



Contractual

cash flows**Within

one yearOne to

two yearsTwo to

three yearsThree to

four years

Note Rm Rm Rm Rm Rm

2014 Group Financial assets Loans and receivables Cash and cash restricted for use 3 30 30 – – – Investment available-for-sale

Investment in security 2 5 983 – – – 5 983

Non-derivative instruments 6 013 30 – – 5 983

Financial liabilities Non-derivative instruments Long-term debt (7 870) (1 915) (197) (190) (5 568)

Other payable 7 (2) (2) – – –

(7 872) (1 917) (197) (190) (5 568)


Company Financial assets Loans and receivables Cash and cash restricted for use 3 3 3 – – – Investment available-for-sale

Investment in subsidiary 1 204 – – – 204

Non-derivative instruments 207 3 – – 204

Financial liabilities Non-derivative instruments

Other payables 7 (1) (1) – – –

Non-derivative instruments (1) (1) – – –

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

(c) Market risk

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

Interest rate risk

Fluctuations in interest rates impact on the value of short-term investments and financing activities, giving rise to interest rate risk. Exposure to interest rate risk is particularly with reference to changes in South African interest rates. On the 16 July 2008, the group acquired an interest rate cap to minimise the risk associated with the variable rate of interest on the C preference shares issued. The debt of the group is structured on a combination of floating and fixed interest rates. For further details on long-term debt refer to page 35.



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

Carrying value

Group Company

2015 2014 2015 2014

Rm Rm Rm Rm

Variable rate instruments Financial assets 12 30 3 3

Financial liabilities (3 348) (3 231) – –

(3 336) (3 201) 3 3

Fixed rate instruments

Financial liabilities (1 055) (1 122) – –

Interest profile (variable: fixed rate as a percentage of total interest bearing) 76:24 74:26 100:0 100:0

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 2014.

Income statement - 1% increase

South Africa

Group Company Rm Rm

30 June 2015 (33) *

30 June 2014 (32) *

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.



Interest in subsidiary

Nominal issued share

capital

Investment at cost

Investment at cost

Interest 2015 2014Name Nature of business R % Rm Rm

Operating subsidiary Direct Sasol Inzalo Groups Funding (Pty) Ltd (RF)

Investment holding company incorporated to hold shares in Sasol Limited 1 100 204 204

The entity is incorporated and domiciled in the Republic of South Africa.

The company's interest in the aggregate losses of the subsidiary amount to R67 million (2014: R135 million).

Investment in security

Group Company

NameCountry of incorporation

Nature of business

Interest%

Carried at fair value

Carried at cost


Carried at cost


Carried at cost


Carried at cost

2015 2015 2014 2014 2015 2015 2014 2014Rm Rm Rm Rm Rm Rm Rm Rm

Sasol Limited

South Africa Holding company of the Sasol group 1,42 4 258 3 463 5 983 3 463 – – – –

The details of the investment are as follows:The group subscribed for 9 461 882 Sasol preferred ordinary shares. The Sasol preferred ordinary shares have voting rights attached to them and will automatically be Sasol ordinary shares at the end of the empowerment period in 2018. The Sasol preferred ordinary shares rank pari passu with the Sasol ordinary shares and differ only in the fact that they are not listed and trading is restricted. 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.

The Sasol preferred ordinary shares carry a cumulative preferred dividend right where an ordinary dividend has been declared by Sasol during the term of the Sasol Inzalo share transaction, with the dividends set out as follows:

– R16,00 per annum for each of the three years until 30 June 2011;

– R22,00 per annum for each of the next three years until 30 June 2014; and

– R28,00 per annum for each of the last four years until 27 June 2018.

With effect from 1 April 2012, the Sasol preferred ordinary share dividend has been grossed up by 10% in accordance with contractual obligations. The revised dividend is as follows for the remaining years:

– R24,20 per annum for each of the next two years until 30 June 2014; and

– R30,80 per annum for each of the last four years until 27 June 2018.

The Sasol preferred ordinary shares are pledged as security for the A and B preference shares and may not be disposed of or encumbered in any way.


Long-term debt

The companys borrowing powers are limited by its Memorandum of Incorporation.

Interest rate at 30 June 2015

Group Company

2015 2014 2015 2014Terms of repayment Security Currency Rm Rm Rm Rm

Secured debt A preference shares repayable in semi-annual instalments by June 2018

Secured by Sasol preferred ordinary shares held by the company

Rand Fixed 12,3% 681 749 – –

B preference shares repayable in June 2018

Secured by Sasol preferred ordinary shares held by the company

Rand Fixed 14,7% 377 377 – –

C preference shares repayable in June 2018 1

Secured by a guarantee from Sasol Limited.

Rand Variable 6,29% 3 349 1 523 – –

Unsecured debt D preference shares repayable in June 2018 1

Rand – 1 710 – –

Non participating preference share 2

Rand – * * – –

4 407 4 359 – –Unamortised loan costs (amortised over period of debt using the effective interest rate method)

(4) (6)

4 403 4 353 Repayable within one year included in short-term debt (97) (1 809) – –

4 306 2 544 – –


1 On 17 October 2014 additional C preference shares were issued to the current holders of the C preference shares. The interest rate on this tranche of the debt as well as the existing debt reduced to 68% of the prime interest rate when compared to the previous 80,3% of the prime interest rate. The D preference shares were redeemed from the proceeds received for the additional C preference shares.

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


How to participate in the annual general meeting scheduled for 16 November 2015

The annual general meeting (AGM) is an important event on the Sasol Inzalo Groups Limited (RF) calendar.

Your participation is important. The meeting provides an update for investors 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.

RegistrationShareholders attending the AGM are asked to register at the registration desk in the Sasol Limited Auditorium. Signage will be in place within the Sasol Limited building to direct you to the venue. Before any person may attend or participate in the AGM, the person must present reasonable satisfactory

personal identification. The company will accept a valid driver’s licence, South African identity document or a passport as satisfactory means of personal identification. Copies will not be accepted.

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 Sasol Limited Auditorium by no later than 09:30.

Please note that the registration desk, at which shareholders will register to vote at this meeting on Monday, 16 November 2015, will close at 09:50.

Electronic participation through teleconferencingShareholders entitled to attend and vote at the meeting, or proxies of such shareholders, shall be entitled to participate in the meeting by electronic communication. Should a shareholder wish to participate in the meeting by teleconference, the shareholder concerned should advise Computershare thereof by Monday, 9 November 2015. The notice must be addressed to Computershare Investor Services (Pty) Ltd with relevant contact details as well as full details of the shareholders’ title to shares issued by the company. Proof of identity, in the form of certified copies of identity documents will be required, as well as written confirmation from Computershare Investor Services (Pty) Ltd confirming the shareholders’ title to the shares. Upon receipt of the required information, the shareholders concerned will be provided with a secure code and instructions to access the electronic communication during the AGM. The access to electronic communication will be at the expense of the shareholders who wish to utilise the facility.


Notice of annual general meeting

Sasol Inzalo Groups Limited (RF)Registration number 2008/000369/06(“Sasol Inzalo” or the “company”)

This document is important and requires your immediate attention.

This document is addressed to all the holders of the Sasol Inzalo Groups Limited (RF) ordinary shares (the shareholders) and to any persons who are not shareholders but who are entitled to exercise any voting rights in relation to the resolutions to be proposed at the annual general meeting (collectively the “holders” or “you”) as at the record date of 6 November 2015.

Section 63(1) of the Companies Act, No. 71 of 2008, requires that meeting participants provide satisfactory identification before they may attend or participate in shareholder meetings. The company will accept an original South African identity document, an original driver’s license or an original passport.

If you are in any doubt as to what action you should take arising from this document, please consult your broker, banker, attorney, accountant or other appropriate professional advisor.

Action required:If you are unable to attend the annual general meeting and wish to be represented thereat, you must complete and return the attached Form of Proxy in accordance with the instructions therein and lodge it with Computershare, whose details are contained on page 43. You may appoint one person as a proxy or more persons concurrently as proxies, and you may appoint more than one proxy to exercise voting rights attached to different securities held by you. Note that a proxy need not be a person entitled to vote at the annual general meeting.

You or your proxy/ies, may participate in all or a part of the annual general meeting by electronic means. For this purpose, you are advised that a teleconference facility will be available, at your cost, for the duration of the annual general meeting.

Should you wish to participate in the meeting by teleconference, you should advise the company by Monday, 9 November 2015. The notice must be addressed to Computershare with relevant contact details as well as full details of your title to shares issued by the company. Proof of identity, in the form of certified copies of identity documents will be required, as well as written confirmation from Computershare confirming the shareholders’ title to the shares.

You will then be provided with a secure code and instructions to access the electronic communication during the annual general meeting.

NOTICE is hereby given that the 8th annual general meeting of Sasol Inzalo Groups Limited (RF) (“the company”) will be held on Monday, 16 November 2015 at 10:00 in the Sasol Limited Auditorium, 1 Sturdee Avenue, Rosebank, Johannesburg, South Africa.

Presentation of the directors’ report, report of the audit committee and the audited annual financial statements for the financial year ended 30 June 2015.

The audited annual financial statements for the financial year ended 30 June 2015 can be obtained from the Sasol website at www.sasol.com.

Consideration of the following resolutions and, if deemed fit, passing the resolutions with or without modification and as set out more fully in this notice:

PricewaterhouseCoopers Inc will act as the independent auditor of the company until the next annual general meeting. The auditor will be reappointed automatically without any resolution being passed if none of the circumstances set out in section 90(6) of the Act apply as at the date of the annual general meeting.

Ordinary Resolutions

Ordinary Resolution Numbers 1 to 2Election of retiring directors

Ms P Mashinini and Mr K Setzin retire as directors of the company in accordance with clauses 24.3 and 24.4 of the company’s memorandum of incorporation (MOI) and, are eligible for re-election as directors of the company in terms of clause 24.5 of the company’s MOI. Ms P Mashinini and Mr K Setzin have offered themselves for re-election by the shareholders. The biographies of both directors referred to above are contained in this notice on pages 5 and 6.

Accordingly, shareholders are requested to consider and, if deemed fit, to re-elect the directors by way of passing the separate ordinary resolutions set out below:

Ordinary Resolution Number 1Re-election of Ms P Mashinini as a director of the company.

Ordinary Resolution Number 2Re-election of Mr K Setzin as a director of the company.

Ordinary Resolution Numbers 3 to 5Election as directors

To elect, each by way of a separate vote, Ms T Maake, Mr M Mdwaba and Ms N Manyika who were appointed by the Board after the previous annual general meeting in terms of clause 24.15 of the company’s MOI and who will cease to hold office at the end of the annual general meeting, unless they are elected at the annual general meeting. The biographies of such directors are contained in this notice on pages 5 and 6.


Notice of annual general meeting (continued)

Accordingly, shareholders are requested to consider and, if deemed fit, to elect the directors by way of passing the separate ordinary resolutions set out below:

Ordinary Resolution Number 3Election of Ms T Maake as a director of the company.

Ordinary Resolution Number 4Election of Mr M Mdwaba as a director of the company.

Ordinary Resolution Number 5Election of Ms N Manyika as a director of the company.

Ordinary Resolution Numbers 6 to 9Election of the audit committee

To elect, each by way of a separate vote, Adv P Hassan, Ms T Maake, Ms N Manyika and Ms P Mashinini as members of the audit committee of the company. They have been nominated in terms of section 94(2) of the Companies Act, No. 71 of 2008 (the Act) by the board as the company’s audit committee. The biographies of all the directors referred to above are contained in this notice on pages 5 and 6.

The board has reviewed the proposed composition of the audit committee against the requirements of the Act and the Regulations under the Act and has confirmed that if all the individuals referred to above are elected, the committee will comply with the relevant requirements, and have the necessary knowledge, skills and experience to enable it to perform its duties in terms of the Act.

Ordinary Resolution Number 6Election of Adv P Hassan as a member of the company’s audit committee.

Ordinary Resolution Number 7Election of Ms T Maake as a member of the company’s audit committee.

Ordinary Resolution Number 8Election of Ms N Manyika as a member of the company’s audit committee.

Ordinary Resolution Number 9Election of Ms P Mashinini as a member of the company’s audit committee.

By order of the Board

Sasol South Africa (Pty) Ltd

Company Secretary

29 September 2015


Notes to notice of annual general meeting

1. In the event that a holder is unable to attend the annual general meeting in person, the holder is entitled to appoint one or more proxies to attend, participate in and vote at the annual general meeting in the place of the holder. A proxy is not required to be a holder of the company.

2. A proxy may be appointed by completing the form attached hereto marked “Form of Proxy”.

3. Before any person may attend or participate in the annual general meeting, the person must present reasonably satisfactory personal identification. Without limiting the generality thereof, the company will accept the following as satisfactory means of personal identification: an original South African identity document, an original driver’s license or an original passport.

4. If a poll is duly demanded it shall be taken in such manner and at such place as the chairman directs and either forthwith or after an interval or adjournment (not exceeding 7 (seven) days), and the result of the poll shall be deemed to be the resolution of the Shareholders’ Meeting at which the poll was demanded. Scrutineers may be appointed by the chairman to declare the result of the poll, and if appointed their decision, which shall be given by the chairman of the Shareholders’ Meeting, shall be deemed to be the resolution of the Shareholders Meeting at which the poll is demanded.

5. Sufficient persons must be present at the annual general meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised, provided that if the company has more than two shareholders, at least three holders must be present at the annual general meeting.

6. It is recorded that, in accordance with section 63(6) of the Act, if voting on a particular matter is by polling, a holder or a proxy for a holder has the number of votes determined in accordance with the voting rights associated with the securities held by that holder.

7. Documentary evidence establishing the authority of a person attending the annual general meeting on behalf of a holder in a representative capacity, or signing the Form of Proxy in a representative capacity (for example, a certified copy of a duly passed directors’ resolution in the case of a holder which is a company, a certified copy of a duly passed members’ resolution in the case of a holder which is a close corporation and a certified copy of a duly passed trustees’ resolution in the case of a holder who/which is/are trustee(s) of a trust) must be presented to the person presiding at the annual general meeting or attached to the Form of Proxy (as the case may be), and shall thereafter be retained by the company.


For use at the 8th annual general meeting of members of Sasol Inzalo Groups Limited (RF) to be held on Monday, 16 November 2015, at 10:00 Standard South African time in the Sasol Limited Auditorium, 1 Sturdee Avenue, Rosebank, Johannesburg.

Please mark this block with an “X” if you have nominated another person to vote on your behalf

I/We (full names in BLOCK LETTERS)

of (address)

being a holder/holders of the company holding [Insert number of shares] of the shares in the company, hereby appoint:

1. (full names in BLOCK LETTERS)

of (address in BLOCK LETTERS) or failing him/her,

2. (full names in BLOCK LETTERS)

of (address in BLOCK LETTERS) or failing him/her,

3. the chairman of the meeting, as my/our proxy to attend, speak at and vote (whether by polling or by show of hands) for me/us and on my/our behalf at the annual general meeting of the Company to be held in the Sasol Limited Auditorium, 1 Sturdee Avenue, Rosebank, Johannesburg on 16 November 2015 at 10:00 and at any adjournment(s) thereof, and to vote on the resolutions to be proposed at such annual general meeting as follows:

Use a black pen. Mark with an X inside the boxes as shown in this exampleX

Number of votes (insert):

For Against Abstain

1. Ordinary Resolution Numbers 1 to 2 To elect, each by way of separate vote, the following persons as directors, who retire in terms of clause 24.3 and 24.4 of the Company’s memorandum of incorporation, and who are eligible and offered themselves for re-election:

1.1 Ms Peta Mashinini

1.2 Mr Kenny Setzin

2. Ordinary Resolution Numbers 3 to 5To elect, each by way of separate vote, the following persons as directors, who were appointed by the Board after the previous annual general meeting in terms of clause 24.15 of the Company’s memorandum of incorporation:

2.1 Ms Theto Maake

2.2 Mr Mthunzi Mdwaba

2.3 Ms Nonkululeko Manyika

3. Ordinary Resolution Numbers 6 to 9To elect, each by way of a separate vote, the members of the audit committee

3.1 Ms Pria Hassan

3.2 Ms Theto Maake

3.3 Ms Nonkululeko Manyika

3.4 Ms Peta Mashinini

Each member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and, on a poll, vote in his stead. A proxy need not be a holder of the company.Please indicate with an “X” in the appropriate spaces above how you wish your votes to be cast.If you return this Form of Proxy duly signed without any specific directions indicated with an “X” in the appropriate spaces above, the appointed proxy will be entitled to vote as he/she thinks fit in his/her discretion.A proxy may not delegate his/her authority to act on your behalf to another person. Please note that this Form of Proxy will lapse and cease to be of force and effect immediately after the annual general meeting of the Company to be held in the Sasol Limited Auditorium, 1 Sturdee Avenue, Rosebank, Johannesburg on Monday, 16 November 2015 at 10:00 or if adjourned, immediately after any adjournment(s) thereof.Please refer to the attached Notes overleaf.

Signed at on 2015

Signature Name in block letters

Form of ProxySasol Inzalo Groups Limited (RF) Registration number 2008/000369/06 (“Sasol Inzalo” or the “company”)

Identity number/Registration number


Notes to the Form of Proxy

1. Each holder may attend the annual general meeting in person. A holder entitled to attend, participate in and speak and vote at the annual general meeting is entitled to appoint one or more individuals as proxy/ies to attend, participate in and speak and vote at the annual general meeting on behalf of and in the place of the holder.

2. An individual appointed as a proxy need not also be a holder of the company.

3. The proxy appointment must be in writing, dated and signed by the holder.

4. The form appointing the proxy must be delivered to Sasol South Africa (Pty) Ltd. Shareholders are encouraged to deliver the Form of Proxy (in order to enable the company to process same, and to the extent that it is not contrary to the provisions of the Act) not less than 48 hours prior to the annual general meeting, before the proxy exercises any rights of the holder entitled to vote at the annual general meeting.

Forms of proxy can be posted or hand delivered to the following address:

The Company Secretarial Services departmentSasol South Africa (Pty) LtdPO Box 5486, Johannesburg, 20001 Sturdee Avenue, Rosebank, 2196Telephone +27 (0) 11 441-3809Telephone +27 (0) 11 522-9490

5. The appointment of one or more proxies in accordance with the Form of Proxy to which these Notes are attached will lapse and cease to be of force and effect immediately after the annual general meeting of the company to be held in the Sasol Limited Auditorium, 1 Sturdee Avenue, Rosebank, Johannesburg on Monday, 16 November 2015 at 10:00 or at any adjournment(s) thereof, unless it is revoked earlier in accordance with paragraphs 6 and 7 below.

6. A holder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation instrument to the proxy/ies and to Sasol South Africa (Pty) Ltd, to be received before the replacement proxy exercises any rights of the holder at the annual general meeting of the company to be held in the Sasol Limited Auditorium, 1 Sturdee Avenue, Rosebank, Johannesburg on Wednesday, 26 November 2014 at 10:00 or any adjournment(s) thereof.

7. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s/ proxies’ authority to act on behalf of the holder as of the later of: (i) the date stated in the revocation instrument, if any; or (ii) the date on which the revocation instrument was delivered as required in paragraph 6 (ii).

8. If the instrument appointing a proxy or proxies has been delivered to the company in accordance with paragraph 4, then, until that appointment lapses in accordance with paragraph 5, any notice that is required by the Act or the company’s memorandum of incorporation to be delivered by the company to the holder must be delivered by the company to:8.1 the holder; or8.2 the proxy or proxies, if the holder has: (i) directed the company to do so, in writing; and (ii) paid any reasonable fee

charged by the company for doing so.

9. Any insertions, deletions, alterations or corrections made to the Form of Proxy must be initialled by the signatory/ies. Any insertion, deletion, alteration or correction made to the Form of Proxy not complying with the aforegoing will be deemed not to have been validly effected.

10. A holder may appoint one person as proxy/two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by the holder.

11. The person whose name stands first on the Form of Proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. In the event that no names are indicated, the proxy shall be exercised by the chairman of the annual general meeting.

12. A holder’s instructions to the proxy must be indicated by the insertion of an “X” or the relevant number of votes exercisable by that holder in the appropriate box provided. An “X” in the appropriate box indicates the maximum number of votes exercisable by that holder. Failure to comply with the above or to provide any voting instructions will be deemed to authorise the proxy to vote or to abstain from voting at the annual general meeting as he/she/it deems fit in his/her discretion.

13. When there are joint holders of shares, any one holder may sign the Form of Proxy, and the vote of the senior holder (for which purpose seniority will be determined by the order in which the names of the holders appear in the company’s securities register) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint holders.

14. The completion and lodging of this Form of Proxy will not preclude the holder who appoints one or more proxy/ies from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy/ies appointed in terms of the Form of Proxy should such holder wish to do so. The appointment of any proxy/ies is suspended at any time and to the extent that the holder chooses to act directly and in person in the exercise of any rights as a holder.


Holder information

We have reserved 0800 000 222 as our information helpline.The inbound telephone helpline will enable holders to obtain information regarding the meeting and to provide assistance with completion of the Forms of Proxy.

Holders may also send an e-mail to: [email protected]

Computershare Investor Services (Pty) Ltd70 Marshall Street, Johannesburg, 2001Republic of South AfricaPO Box 61051, Marshalltown, 2107 Republic of South Africa Information helpline 0800 000 222Telefax +27 (0) 11 688 5238

Company registration number2008/000369/06

AddressesBusiness address and registered officePhysical address 1 Sturdee Avenue Rosebank Johannesburg, 2196Republic of South Africa Postal addressPO Box 5486Johannesburg, 2000Republic of South Africa

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