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SASOL LIMITED - Grant of Conditional Share Awards to Directors and Prescribed Officers of Sasol, and Directors of Major Subsidiaries

Release Date: 05/03/2020 10:10
Code(s): SOLBE1 SOL     PDF:  
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Grant of Conditional Share Awards to Directors and Prescribed Officers of Sasol, and Directors of Major Subsidiaries

Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration number 1979/003231/06)
Sasol Ordinary Share codes:       JSE: SOL             NYSE: SSL Sasol
Ordinary ISIN codes:              ZAE000006896         US8038663006
Sasol BEE Ordinary Share code: JSE: SOLBE1
Sasol BEE Ordinary ISIN code: ZAE000151817
(“Sasol” or “Company”)

GRANT OF CONDITIONAL SHARE AWARDS TO DIRECTORS AND PRESCRIBED
OFFICERS OF SASOL, AND DIRECTORS OF MAJOR SUBSIDIARIES OF SASOL

In order for Sasol to remain competitive in the market and to keep senior management and
eligible specialists retained, focused, engaged and motivated, Conditional Share Awards are
made annually and forms an important component of the reward mix offered in terms of the
remuneration policy. Shareholder approval of the Sasol Long-Term Incentive Plan (“the Plan”
and/or “LTI”, as appropriate) was obtained at the 2016 Annual General Meeting.

The Conditional Share Awards have a split vesting period of 50% after three years with the
balance after five years and will only vest to the extent that the Corporate Performance Targets
(detailed below), as approved by the Remuneration Committee, have been achieved after the
performance period of three years. The full award is subject to the achievement of these
targets.

The standard timing for the annual Conditional Share Awards is to be made to eligible
participants at the beginning of the new financial year. However, due to the extended closed
period at the end of the 2019 financial year, the Board agreed to postpone these awards to
later in the 2020 financial year. No compensation is offered to members of the GEC in respect
of the delayed award date and the standard vesting periods of three and five years
respectively, will apply. To align with this timing, the on-appointment Conditional Share Awards
made to F R Grobler and B V Griffith on their appointment as President and Chief Executive
Officer and Executive Vice President: Chemicals Business respectively, as well as the recent
appointment of H C Brand, Executive Vice President: Sustainability and Technology, all subject
to the same performance and vesting conditions as the annual LTI awards, have now been
made.

In compliance with paragraphs 3.63 to 3.66 of the JSE Listings Requirements, Sasol hereby
announces that directors of Sasol, prescribed officers and directors of major subsidiaries of
Sasol, have been granted Conditional Share Awards in terms of the Plan.

The Board, or the Sasol Remuneration Committee, as appropriate, approved the Conditional
Share Awards made on 4 March 2020. In terms of the rules of the Plan, the participants have
to decline such an award within ten business days after the award date, failing which the
award will be deemed to have been accepted.

The rules of the LTI Plan are available on the Sasol website www.sasol.com.

 Award date:                        4 March 2020
 Deemed acceptance date:            14 March 2020
 Vesting periods:                   50% after 3 years and the balance after 5 years to the extent
                                    that the corporate performance targets have been achieved
 Class of securities:               Sasol ordinary shares
 Nature of transaction:             Annual supplementary LTI Award (off-market)
 Price per share*                   R192,83
 Nature and extent of interest:     Direct beneficial

Surname and        Designation          Company                        Number      Total value
initials                                                              of shares       of the
                                                                                  transaction**
                                                                                      (ZAR)
Victor, P          Director             Sasol Limited                    63 497     12 244 126,51
                                        Sasol (USA) Corporation
                                        Sasol Oil (Pty) Ltd
Kahla, V D         Director             Sasol Limited                    43 628     8 412 787,24
                                        Sasol South Africa Limited
                                        Sasol (USA) Corporation
                                        Sasol Oil (Pty) Ltd
Mokoena, C K       Director             Sasol South Africa Limited       32 424     6 252 319,92
                                        Sasol Oil (Pty) Ltd
                   Prescribed Officer   Sasol Limited
Klingenberg, B E   Director             Sasol Oil (Pty) Ltd              46 010     8 872 108,30
                   Prescribed Officer   Sasol Limited
Radebe, M          Director             Sasol Oil (Pty) Ltd              31 953     6 161 496,99
                   Prescribed Officer   Sasol Limited
Brand, H C         Prescribed Officer   Sasol Limited                    28 025     5 404 060,75


Award date:                        4 March 2020
Deemed acceptance date:            14 March 2020
Vesting periods:                   50% after 3 years and the balance after 5 years to the extent
                                   that the corporate performance targets have been achieved
Class of securities:               Sasol ordinary shares
Nature of transaction:             On-appointment LTI Award (off-market)
Price per share*                   R192,83
Nature and extent of interest:     Direct beneficial

Surname and        Designation              Company                  Number of     Total value
initials                                                              shares          of the
                                                                                  transaction**
                                                                                      (ZAR)
Grobler, F R       Director                 Sasol Limited                99 569   19 199 890,27
Brand, H C         Prescribed Officer       Sasol Limited                22 644   4 366 442,52


Award date:                        4 March 2020
Deemed acceptance date:            14 March 2020
Vesting periods:                   50% after 3 years and the balance after 5 years
Class of securities:               Sasol American Depository Receipts (ADRs)
Nature of transaction:             Annual supplementary LTI Award (off-market)
Price per share*                   US$12,07
Nature and extent of interest:     Direct beneficial

Surname              Designation            Company                  Number of     Total value
and initials                                                          shares          of the
                                                                                  transaction**
                                                                                      (US$)
Harris, J R          Prescribed Officer     Sasol Limited                44 302     534 725,14


Award date:                        4 March 2020
Deemed acceptance date:            14 March 2020
Vesting periods:                   50% after 3 years and the balance after 5 years
Class of securities:               Sasol American Depository Receipts (ADRs)
Nature of transaction:             On-appointment LTI Award (off-market)
Price per share*                   US$12,07
Nature and extent of interest:     Direct beneficial

  Surname                 Designation             Company                          Number       Total value
  and initials                                                                    of shares        of the
                                                                                               transaction**
                                                                                                   (US$)
  Griffith, B V           Prescribed Officer      Sasol Limited                        24 230     292 456,10


The necessary clearance to deal has been obtained for all the transactions set out above in
terms of paragraph 3.66 of the JSE Listings Requirements.

*Strike price per share is nil. The Price per share indicated is the closing price of the Sasol
ordinary share / ADR on 3 March 2020, the day before the grant was made (R192,83 in the
case of Sasol ordinary shares and US$12,07 in the case of ADRs) which was used to
calculate the number of shares / ADRs.
**The total transaction value is the Price per share multiplied by the number of Sasol ordinary
shares / ADRs awarded.

FY20 Corporate Performance Targets

The Board annually considers the Corporate Performance Targets to ensure they reflect a
balanced outcome for both the participants and shareholders and serve as motivation for the
participants to focus on objectives that enable the achievement of the longer-term strategic
priorities. The participants listed above have 100% of their share awards subject to the
achievement of these Corporate Performance Targets (CPTs), which the Board believes is a
significant incentive to encourage performance. The following table sets out the targets:

 MEASURE                  WEIGHTING     THRESHOLD                  TARGET                   STRETCH
                                        1% compound                2% compound              3% compound
 Increase in total tons
                          30%           improvement on             improvement on           improvement on
 produced/headcount
                                        baseline                   baseline                 baseline
                                                                    Rest of Sasol: ROIC      Rest of Sasol: ROIC
                                        Rest of Sasol: ROIC
                                                                    (excl. AUC) at WACC      (excl. AUC) at WACC
                          20%           (excl. AUC) at WACC
                                                                    +1% = 14,5% per          +2% = 15,5% per
 Return on Invested                     of 13,5% per annum
                                                                    annum                    annum
 Capital (ROIC)
                                         US: ROIC (excl. AUC)      US: ROIC (excl. AUC)     US: ROIC (excl. AUC)
                          10%            at WACC of 8,0% per       at US WACC + 0,5%        at US WACC + 1,0%
                                         annum                     = 8,5% per annum         = 9,0% per annum

 TSR – MSCI World                       Below the 50th             60th percentile of the   75th percentile of the
                          20%
 Energy Index*                          percentile of the Index*   Index                    Index

 TSR – MSCI Chemicals                   Below the 50th             60th percentile of the   75th percentile of the
                      20%
 Index*                                 percentile of the Index*   Index                    Index

 *Threshold = 50% vesting at median performance


5 March 2020
Johannesburg

Sponsor: Merrill Lynch South Africa Proprietary Limited

Date: 05-03-2020 10:10:00
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