As filed with the Securities and Exchange Commission on 19 September 2018
 
 
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  FORM 20-F/A
 (Amendment no. 1)
 
 
 
 REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934—for the year ended 30 June 2018
 OR
 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 
 SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Commission file number: 001-31615
 Sasol Limited
  Republic of South Africa
  Sasol Place, 50 Katherine Street, Sandton, 2196
 South Africa
  Paul Victor, Chief Financial Officer, Tel. No. +27 10 344 7896, Email paul.victor@sasol.com
 Sasol Place, 50 Katherine Street, Sandton, 2196, South Africa
    Title of Each Class
 
 Name of Each Exchange on Which Registered
          
  Listed on the New York Stock Exchange not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
  None
 None
   623 081 550 Sasol ordinary shares of no par value
 16 085 199 Sasol preferred ordinary shares of no par value
 6 394 179 Sasol BEE ordinary shares of no par value
  
  
  
  posted pursuant to Rule 405 of Regulation S-T (§232 405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   No
   
 
 
 
 
    The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


MEMORANDUM OF INCORPORATION
  
  
  1
   
   1
 As amended by special resolutions on 21 November 2014,  25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
  INTERPRETATION
   
       "Companies Act
  Company
  
 Company Secretary
  Deliver
 Notices
  Electronic Address
   Equity Securities
  Holder
 Ineligible or Disqualified


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
 JSE
   Listings Requirements
  MOI
 Ordinary Share
  Participant
  Preferred Ordinary Share
   Regulations
  Sasol BEE Ordinary Shares
     
 Ordinary Shares after the SOLBE1 Redesignation Date whether as a
 consequence of a new issue, or a transfer, of Sasol BEE Ordinary Shares
  Securities Services Act
 SOLBE1 Redesignation Date
    Uncertificated Securities


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
 Writing
  Written


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
                     –


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
  CALCULATION OF BUSINESS DAYS
           PUBLIC COMPANY
    POWERS AND CAPACITY OF THE COMPANY
  
          
           AMENDMENTS TO THE MOI
   ejusdem generis


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
               THE MAKING OF RULES
   AUTHORISED SECURITIES, PREFERENCES, RIGHTS AND OTHER SHARE TERMS
          pari passu


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
                pari passu
             mutatis mutandis


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
        AUTHORITY TO ISSUE SECURITIES
                                in lieu


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
    PRE-EMPTION ON ISSUE OF EQUITY SECURITIES
   pro rata
                       CERTIFICATES EVIDENCING ISSUED SECURITIES, UNCERTIFICATED SECURITIES AND
 SECURITIES REGISTER


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                  
              in lieu


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   PROHIBITION AGAINST THE COMPANY TAKING ANY LIEN
   LISTINGS ON OTHER EXCHANGES
                     COMMISSION


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   TRANSFER OF SECURITIES


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   TRANSMISSION OF SECURITIES BY OPERATION OF LAW
                    FINANCIAL YEAR END
 
  ACCOUNTING RECORDS AND FINANCIAL STATEMENTS


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
                       
  AUDIT COMMITTEE


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
                AUDITOR


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
                mutatis mutandis
  SHAREHOLDERS MEETINGS
 Convening of Shareholders Meetings


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
         Notice of Shareholders Meetings


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  
           
 Quorum


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Chairman
       
 Voting
         th
     th


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                    
  Transmission of
 Securities by Operation of Law
       Transmission of Securities by Operation of Law


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
          1 (one) vote for every Share held by him. On a poll, a Shareholder who is


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
     Proxies


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
       RECORD DATE
                               DIRECTORS AND ALTERNATE DIRECTORS, ELECTION, RETIREMENT AND VACANCIES
 Number of Directors


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
      Rotation of Directors


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Election of Directors
       st


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   curriculum vita
     
                         Vacancies


As amended by special resolutions on 21 November 2014, 25 November 2016
     
                    Record of Directors


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                  CESSATION OF OFFICE AS DIRECTOR OR ALTERNATE DIRECTOR


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                           REMUNERATION OF DIRECTORS AND ALTERNATE DIRECTORS AND MEMBERS OF BOARD
 COMMITTEES


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
              FINANCIAL ASSISTANCE FOR DIRECTORS AND PRESCRIBED OFFICERS AND THEIR
 RELATED AND INTER-RELATED PARTIES
   
  GENERAL POWERS AND DUTIES OF DIRECTORS


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   ipso facto
           BOARD COMMITTEES


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
      
         PERSONAL FINANCIAL INTERESTS OF DIRECTORS AND PRESCRIBED OFFICERS AND
 MEMBERS OF BOARD COMMITTEES
 Personal Financial Interests of Directors and Prescribed
 Officers and Members of Board Committees
                Personal Financial Interests of Directors and Prescribed Officers and
 Members of Board Committees


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
         Personal Financial Interests of Directors and
 Prescribed Officers and Members of Board Committees


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
              Personal Financial Interests of
 Directors and Prescribed Officers and Members of Board Committees
      PROCEEDINGS OF DIRECTORS
 Convening of Directors Meetings


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
       Notice of Directors Meetings
               Quorum
       Chairman


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
          Voting


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
           VALIDITY OF ACTS OF DIRECTORS
    PRESCRIBED OFFICERS
            APPOINTMENT OF COMPANY SECRETARY


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                                      DISTRIBUTIONS


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                   pro rata
          in specie
 pro rata


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                            in specie


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
            LOSS OF DOCUMENTS
  eiusdem generis
   NOTICES


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                        Calculation of
 Business Days Calculation of Business Days


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
         INDEMNITY
 Indemnity


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                                      
  REPURCHASE OF SECURITIES


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   WINDING-UP
   
 in specie
   
  
  RIGHTS, PRIVILEGES AND CONDITIONS ATTACHING TO THE PREFERRED ORDINARY
 SHARES
   Definitions
               Board
 Business Day
   Cessation of Preferred Rights


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Class A  Preference  Share
    Class A  Preference  Shareholder
       Class A  Preference  Share  Terms
     Class B  Preference  Share
    Class B  Preference  Shareholder
        Class B  Preference  Share  Terms
     Class C Preference Share
    Class C  Preference  Shareholder


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
     Class C  Preference  Share  Terms
     Credit for STC
      Dividend
   Encumber


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
             Encumbrance Encumbered
  Final Preferred Ordinary Dividend
    Groups FundCo
   Groups FundCo Call Option
    Groups FundCo Preference Share
   Groups FundCo Preference Share Agent
    Groups FundCo Preference Shareholder
   Groups FundCo Redesignation Date


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
      th
                     Groups FundCo Subordination and Agency Agreement
      Holder
  Issue Date
  Normal Distribution


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
     Ordinary Shareholder
  Person
     Post-Redemption Event Cashflow Waterfall
                       Preferred Ordinary Dividend
   Preferred Ordinary Share Class Meeting


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Preference Share Agent
   Prime Rate
       Privileges and Conditions
    Public FundCo
   Public FundCo Call Option
    Public FundCo Preference Share
   Public FundCo Preference Share Agent
    Public FundCo Preference Shareholder
   Public FundCo Redesignation Date


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
      th
                      Public FundCo Subordination and Agency Agreement
      Redemption Event


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                   Redesignation Date
   Registered Holder
   Shareholder Distribution
   Special Distribution
       in specie


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  STC
   Tax
                                   Subsidiary Subsidiary Company Subsidiaries
 Holding Company


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
            including include includes
  eiusdem generis
    Dispose
   Disposed Disposition Disposal
    Month
         Issue and certificates


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
      Ranking
   pari passu
       Preferred Ordinary Dividends


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
               st


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
      rd
 st
  th
            th
   st
               on –


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
       –
    th


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
           st
          st
                st


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
        Share buy-backs
        pro rata
            Winding-up


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
     pari passu
  No listing
   Preferred Ordinary Share Class Meetings
                   mutatis mutandis
        mutatis mutandis
 
 Restriction on sale and encumbrance of Preferred Ordinary Shares


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                                 .


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
            Consolidations and Subdivisions
   Specific Ratio
            Cessation of Preferred Rights


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
               pari passu


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
     in
 rem suam
                       General


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                    Stipulation
      DEFINITIONS APPLICABLE TO CLAUSES 41 TO 48
   
  Amended Cash Contract
   Amended New Cash Contract
   BEE Compliant Person
   “black people”


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
            BEE Contract
    Beneficial Owner
             Broker
 Bulk Dematerialisation


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Bulk Dematerialisation Shares
  Bulk Dematerialised Shareholders
  Cash Contract
   inter alia,
    Codes
   Computershare
   Computershare Limited
   Computershare Nominee Company
        Dematerialised BEE Ordinary Shares
   Designated Date


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
      Election
  Election Shareholders
     Empowerment Period
       New Cash Contract
     Nominee Company
   OTC
    OTC Nominee Company
     Public Facilitation Trust


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   Registered Holder
     Replacement Clauses
    BULK DEMATERIALISATION


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                 CONTINUED APPLICATION OF THE CASH CONTRACT AND/OR THE NEW CASH CONTRACT
 IN RESPECT OF THE ELECTION SHAREHOLDERS
     ADDITIONAL TERMS OF THE BEE CONTRACT
        Empowerment
 Period


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                                     RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO THE SASOL BEE ORDINARY
 SHARES
 pari passu
      in rem suam


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                     voetstoots


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
    mutatis
 mutandis
           DEMATERIALISATION AND RE-MATERIALISATION OF SASOL BEE ORDINARY SHARES
 (OTHER THAN VIA THE BULK DEMATERIALISATION)


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
         PROOF OF PARTICIPATION OR OTHER SIMILAR STATEMENTS
     46A.         NEW ISSUES OF SASOL BEE ORDINARY SHARES
     
  SASOL’S RIGHTS TO DELIST SASOL BEE ORDINARY SHARES
      47A.
 PROVISIONS GRANTING THE ELECTION AND APPLICABLE TO SASOL BEE ORDINARY
 SHARES WHICH DO NOT REDESIGNATE ON THE SOLBE1 REDESIGNATION DATE
 47A.1      Each Holder of Sasol BEE Ordinary Shares on the Securities Register at a date to be
 determined by Sasol, shall be entitled, during 2018 and in a manner to be determined by
 Sasol in its sole and absolute discretion, to elect that its Sasol BEE Ordinary Shares do not
 automatically re-designate as Ordinary Shares pursuant to clause 44.2, but as a
 consequence will remain (without any re-designation occurring at all) as Sasol BEE Ordinary
 Shares, subject to the provisions of clause 47A.2 as applied to clauses 40 to 46A, and on
 the basis that –
 47.A.1.1
 Holders of Sasol BEE Ordinary Shares must make the Election in respect of


87
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
                           Empowerment Period
         pro non scripto


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   CONTACT DETAILS


Schedule 1 - REPLACEMENT CLAUSES
 AMENDMENTS TO ANNEXURE 17 FORMING PART OF THE CASH CONTRACT
                             rem suam


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
             BEE Compliant Persons
                  BEE Contract
  
    BEE Securities
      Election


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
       “1.2.18
 “Empowerment Period” means as regards you, if you –
 1.2.18.1
 do not exercise the Election or do not validly exercise the Election, a
 period of 3 650 (three thousand six hundred and fifty) days (or if the
 last day of that period is not a Business Day, up to and including the
 next Business Day) or such shorter period as may be determined by
 Sasol, commencing on the Effective Date; or
             Forced Sale Value
        New Registered Shareholder
       Sasol BEE Ordinary Shares


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
     Sasol Memorandum of Incorporation
     SOLBE1 Redesignation  Date
        Transfer Date


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                    –
     in rem suam


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                 in rem suam
            in rem suam
              in rem suam


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
        
 OBLIGATION ON NEW REGISTERED SHAREHOLDER TO PROCURE TRANSFER OF
 SASOL BEE ORDINARY SHARES
        NEW REGISTERED SHAREHOLDER
  70 Marshall Street Johannesburg 2001
  PO Box 61051 Marshalltown 2107
  
 Attention:


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  AMENDMENTS TO ANNEXURE A OF THE NEW CASH CONTRACT
                            rem suam


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
     BEE Compliant Persons
              
    BEE Contract
  
    BEE Securities
      Election
         Empowerment Period


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
      1.2.14.2
 hold Sasol BEE Ordinary Shares which do not redesignate on the
 SOLBE1 Redesignation Date, the period for so long as the Sasol
 BEE Ordinary Shares are listed on an exchange licensed pursuant
 to the Financial Markets Act, 2012 (or any replacement legislation),
 or such shorter period as may be determined by Sasol in its sole
 and absolute discretion and notified in one national South African
 newspaper, and, if the Sasol BEE Ordinary Shares are then listed
 on the JSE, on the Securities Exchange News Service;”
     Forced Sale Value
      -
  New Registered Shareholder
   Sasol Articles
      Sasol Memorandum of Incorporation
     SOLBE1 Redesignation Date


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
                      “3.5
 After the Empowerment Period –
 3.5.1      contemplated in clause 1.2.14.1, a certificate in respect of Your Sasol Ordinary
 Shares arising on re-designation of Your Sasol BEE Ordinary Shares; or
 3.5.2       contemplated in clause 1.2.14.2, a certificate in respect of Your Sasol BEE Ordinary
 Shares,
 will be posted by the Custodian to Your address for service selected by You in Annexure B,
 at Your risk.”
         
  –


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
          in rem suam
                            in rem suam


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
         in rem suam
               in rem suam
           OBLIGATION ON NEW REGISTERED SHAREHOLDER TO PROCURE TRANSFER OF
 SASOL BEE ORDINARY SHARES


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
    “12.1.3  NEW REGISTERED SHAREHOLDER:
  70 Marshall Street Johannesburg 2001
  PO Box 61051 Marshalltown 2107
   Attention:


Schedule 2 - CUSTODY AND SETTLEMENT AGREEMENT FOR A BULK DEMATERIALISED  SHAREHOLDER
 
 CUSTODY AND SETTLEMENT AGREEMENT FOR A BULK DEMATERIALISED SHAREHOLDER
 
 
 
 TERMSAND CONDITIONS OF CUSTODYAND SETTLEMENTAGREEMENT FORA BULK DEMATERIALISED SHAREHOLDER
 
   INTERPRETATION
 
   Unless otherwise expressly stated, or the context otherwise requires, the words and expressions listed below  shall, when used in this Agreement, bear the meanings ascribed to them:
 
    
      
   or after 8 September 2010,  as amended by the Replacement Clauses;
 
       
     
     
  means a segment of the main board of the JSE where an issuer may list its BEE  Securities and where trading in BEE Securities is
  
    
        
   
  means a ‘black person’ as defined in the BEE Act and/or the Codes and/or  any charter applicable to Sasol group of


means the process by which all the share certificates in respect of the Sasol  BEE Ordinary Shares, whose holders have not
      
          2000/006082/07) and Computershare Nominees (Proprietary) Limited (registration number 1999/008543/07) (the company


Unless the context clearly indicates a contrary intention, any word connoting any gender includes the other  gender, the singular includes the plural and vice versa and natural persons includes artificial
  vice versa


APPOINTMENT
 
      
     
    
    
    
    
    
    
        
     
    vice versa
  
     
      
     
 
   SECURITIES DEPOSITED FOR SAFE CUSTODY
 
     
    
      
     
 
   CONFLICT
 
     
 
   SECURITIES ACCOUNT


SAFEKEEPING OF SECURITIES
 
     
    
     
 
   RETENTION OF RECORDS
 
   Computershare will keep the records of this Agreement and related documents in terms of section 22 of FICA.
 
      
       
 
   SETTLEMENT OF TRANSACTIONS
 
      
      
      
 
   SECURITIES  STATEMENTS
 
     
      prima facie
    
 
   VERIFICATION OF IDENTITY OF CLIENT
 
     
 
   INSTRUCTIONS BY THE CLIENT


DEALING ROUTING SERVICE
 
     
        
      
     .


Computershare Ltd – Dealing Trust Account
 62022148317 First National Bank 25-50-05


so sent at the Client’s request.
   VOTING ON BEHALF OF CLIENTS
 
     
 
   NOTIFICATION OF CORPORATE EVENTS AND CASH DIVIDENDS
 
      
       
    
       
      
 
   ACCRUALS
 
     
 
   INTEREST ON FUNDS DEPOSITED INTO CLIENT TRUST ACCOUNT FOR PURCHASE OF SECURITIES


INFORMATION TO BE DISCLOSED BY PRODUCT SUPPLIERS
 
     
 
   CHARGES
 
     
     
      
 
   INDEMNITY
 
      
      
 
   TERMINATION
 
     
     
       
 
   NOTICES
 
          
     
    st
   
 
   VARIATION
 
   Any addition to, variation or cancellation of this Agreement shall be communicated to the other party in writing.
 
 
   GOVERNING LAW


10
 
 
 COMPUTERSHARE PROPRIETARY  LIMITED
 
 Service and Settlement Fee Structure for Shareholder
 
 
 FEE DESCRIPTION
 
 ISSUER SPONSORED NOMINEE (using Computershare Dealing
 Routing Service)
 
 Dematerialisation
 
  
 Service
 
  
 
 
 
 
 Transaction & Settlement
 
 On exchange:
 
 Off exchange:R80.00 + R11.20 (VAT)=R91.20 per transaction for third party transfer  (Change of Beneficial Ownership)
 
 Off-market Account Transfer:
 
 Off-market Securities Lending:R70.00 + R9.80 (VAT) = R79.80 per transaction
 Portfolio Moves:R54.21 + R7.59 (VAT) =R61.80 per transaction (Transfer holdings to  or from broker or other CSD Participant)
 
 Pledge/Pledge Release:
 
 Certificate Withdrawal:(Rematerialisation): R550.00 + R77.00 (VAT) = R627.00 per  certificate
 
 Removal:
 
 Cancellations:
 
 
 Dealing
 
 Sales:
 
    
 
 Purchases:
 
  
  
 
 
 
 Other
 
 Cash Transfer/Refund/Residual Refund:
  
 Cash deposit or Automated Deposit Terminal fee:R1.80 + R0.25 (VAT) = R2.05 per  R100.00 deposited with a minimum fee of R7.50
 
 Cheque Deposit Fee:
 
 Stop Payment & Re-issue cheque/EFT:
  
 Unpaid cheque fee:
 
 Issuing payments by cheque rather than EFT:R29.12 + R4.08 (VAT) = R33.20 per cheque
 
 Posting cheque via registered mail:R35.09 + R4.91 (VAT) = R40.00 per cheque
 
 Issue of duplicate transaction advice
 Queries older than 1 year:R263.16 + R36.84 (VAT) = R300.00 (Include refund of  deposits)
 
 * Fees sponsored by the Issuer of the security.
 
 All fees quoted, unless otherwise indicated, include Strate cost. Fees are subject to change.


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Schedule 3 – Definitions in the Companies Act
 "accounting records" means information in written or electronic form concerning the financial affairs of a company as required in terms of this Act including, but not limited to, purchase and sales records, general and subsidiary ledgers and other documents and books used in the preparation of financial statements;
 2
  "alternate director" means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;
 "amalgamation or merger" means a transaction, or series of transactions, pursuant to an agreement between two or more companies, resulting in-
  were held by any of the amalgamating or merging companies immediately before the implementation of the agreement, and the dissolution of each of the amalgamating or merging companies; or
  one or more new companies, and the vesting in the surviving company or companies, together with any such new company or companies, of all of the assets and liabilities that were held by any of the amalgamating or merging companies immediately before the implementation of the agreement;
 annual general meeting
 "audit" has the meaning set out in the Auditing Profession Act, but does not include an "independent review" of annual financial statements, as contemplated in section 30(2)(b)(ii)(bb);
 Auditing Profession Act
 auditor
 "beneficial interest", when used in relation to a company’s securities, means the right or entitlement of a person, through ownership, agreement, relationship or otherwise, alone or together with another person to—
 (a)
  (b)
 exercise or cause to be exercised, in the ordinary course, any or all of the rights attaching to the company’s securities; or
 (c)
 dispose or direct the disposition of the company’s securities, or any part of a distribution in respect of the securities,
 but does not include any interest held by a person in a unit trust or collective investment scheme in terms of the Collective Investment Schemes Act, 2002 (Act No. 45 of 2002);
 board
 business days
 "central securities depository" has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004);
 "Commission" means the Companies and Intellectual Property Commission established by section 185; "company" means a juristic person incorporated in terms of this Act, a domesticated company, or a juristic person that, immediately before the effective date —
  2
 Regulation 25(3) contains requirements as to what the accounting records must include.


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  (a)
   Companies Act, 1973 (Act No. 61 of 1973), other than as an external company as defined in that Act; or
  Close Corporations Act, 1984 (Act No. 69 of 1984), if it has subsequently been converted in terms of 0;
 (b)
 was in existence and recognised as an ‘existing company’ in terms of the Companies Act, 1973 (Act No. 61 of 1973); or
 (c)
 was deregistered in terms of the Companies Act, 1973 (Act No. 61 of 1973), and has subsequently been re-registered in terms of this Act;
 Competition Act
 "consideration", means anything of value given and accepted in exchange for any property, service, act, omission or forbearance or any other thing of value, including-
     "convertible" when used in relation to any securities of a company, means securities that may, by their terms, be converted into other securities of the company, including—
 (a)
      (b)
 optionsto acquire securities to be issued by the company, irrespective of whether those securities may be voting securities, or non-voting securities contemplated in paragraph (a);
 "director" means a member of the board of a company, as contemplated in section 66, or an alternate director of a company and includes any person occupying the position of a director or alternative director, by whatever name designated;[Note: Article 1(i)(c).]
 distribution
 (a)
 transfer by a company of money or other property of the company, other than its own shares, to or for the benefit of one or more holders of any of the shares or to the holder of a beneficial interest in any such shares, of that company or of another company within the same group of companies, whether—
       (aa)
  (bb)
 by any company within the same group of companies, of any shares of a company within that group of companies; or


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   otherwise in respect of any of the shares of that company or of another company within the same group of companies, subject to section 164(19);
 (b)
 incurrence of a debt or other obligation by a company for the benefit of one or more holders of any of the shares of that company or of another company within the same group of companies; or
 (c)
 forgiveness or waiver by a company of a debt or other obligation owed to the company by one or more holders of any of the shares of that company or of another company within the same group of companies,
 [Note: Article 119.]
 "effective date", with reference to any particular provision of this Act, means the date on which that provision came into operation in terms of section 225;
 "electronic communication" has the meaning set out in section 1 of the Electronic Communications and Transactions Act;
 "Electronic Communications and Transactions Act" means the Electronic Communications and Transactions Act, 2002 (Act No. 25 of 2002);
 "exchange" when used as a noun, has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004);
 "exercise", when used in relation to voting rights, includes voting by proxy, nominee, trustee or other person in a similar capacity;
 "external company" means a foreign company that is carrying on business, or non-profit activities, as the case may be, within the Republic, subject to section 23(2);
 financial statemen
 (a)
  (b)
  (c)
  (d)
 financial information in a circular, prospectus or provisional announcement of results, that an actual or prospective creditor or holder of the company’s securities, or the Commission, Panel or other regulatory authority, may reasonably be expected to rely on;
 group of companies
 "holding company", in relation to a subsidiary, means a juristic person that controls that subsidiary as a result of any circumstances contemplated in section 2(2)(a) or 3(1)(a);
 individual
 "inter-related", when used in respect of three or more persons, means persons who are related to one another in a linked series of relationships, such that two of the persons are related in a manner contemplated in section 2(1)and one of them is related to the third in any such manner, and so forth in an unbroken series;
 juristic person
 (a)
  (b)


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  "knowing", "knowingly" or "knows", when used with respect to a person, and in relation to a particular matter, means that the person either—
 (a)
  (b)
     investigated the matter to an extent that would have provided the person with actual knowledge; or
  taken other measures which, if taken, could reasonably be expected to have provided the person with actual knowledge of the matter;
 "material" when used as an adjective, means significant in the circumstances of a particular matter, to a degree that is-
   nominee
 "ordinary resolution" means a resolution adopted with the support of more than 50% of the voting rights exercised on the resolution, or a higher percentage as contemplated in section 65(8) —
 (a)
  (b)
  person [Note: Article 1(i)(j).]
 personal financial interest
 (a)
 means a direct material interest of that person, of a financial, monetary or economic nature, or to which a monetary value may be attributed; but
 (b)
 does not include any interest held by a person in a unit trust or collective investment scheme in terms of the Collective Investment Schemes Act, 2002 (Act No. 45 of 2002), unless that person has direct control over the investment decisions of that fund or investment;
 "prescribed officer" means a person who, within a company, performs any function that has been designated by the Minister in terms of section 66(10);
 "present at a meeting" means to be present in person, or able to participate in the meeting by electronic communication, or to be represented by a proxy who is present in person or able to participate in the meeting by electronic communication;  [Note: Article 54.]
 private company
 (a)
  (b)
  profit company
 "public company" means a profit company that is not a state-owned company, a private company or a personal liability company;


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  "record date" means the date established under section 59 on which a company determines the identity of its shareholders and their shareholdings for the purposes of this Act;
 registered auditor
 "registered office" means the office of a company, or of an external company, that is registered as required by section 23;  [Note: Article 1(i)(i).]
 "related", when used in respect of two persons, means persons who are connected to one another in any manner contemplated in section 2(1)(a)to section (c);
 “rules” and “rules of a company” means any rules made by a company as contemplated in section 15(3) to (5);
 "securities" means any shares, debentures or other instruments, irrespective of their form or title, issued or authorised to be issued by a profit company;  [Note: Article 1(i)(a).]
 "securities register" means the register required to be established by a profit company in terms of section 50(1);  [Note: Article 1(i)(k).]
 share
 "shareholder", subject to section 57(1), means the holder of a share issued by a company and who is entered as such in the certificated or uncertificated securities register, as the case may be;  [Note: Article 1(i)(h).]
 "shareholders meeting", with respect to any particular matter concerning a company, means a meeting of those holders of that company’s issued securities who are entitled to exercise voting rights in relation to that matter;  [Note: Article 1(i)(e).]
 solvency and liquidity test
 section 4 (1)
 special resolution
 (a)
 in the case of a company, a resolution adopted with the support of at least 75% of the voting rights exercised on the resolution, or a different percentage as contemplated in section 65(10) -
    by holders of the company’s securities acting other than at a meeting, as contemplated in section 60; or
 (b)
 in the case of any other juristic person, a decision by the owner or owners of that person, or by another authorised person, that requires the highest level of support in order to be adopted, in terms of the relevant law under which that juristic person was incorporated;
 [Note: Article 1(i)(p).]
 subsidiary
 "voting power", with respect to any matter to be decided by a company, means the voting rights that may be exercised in connection with that matter by a particular person, as a percentage of all such voting rights;
 voting rights
 (a) the rights of any holder of the company’s securities to vote in connection with that matter, in the case of a profit company; or


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  voting securities
 (a)
  (b)


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Schedule 4 – Ineligible / disqualified in terms of section 69(7) and (8) of the Companies Act read with
 Regulation 39(3)


Schedule 5 – Prescribed methods of delivery in the Regulations
 Person to whom the document is to be delivered
 Method of delivery
 Date and Time of Deemed delivery
  By faxing the notice or a certified copy of the document to the Person, if the Person has a fax number;
 On the date and at the time recorded by the fax receiver, unless there is conclusive evidence that it was delivered on a different date or at a different time.
 By sending the notice or a copy of the document by electronic mail, if the Person has an Electronic Address;
 On the date and at the time recorded by the computer used by the Company, unless there is conclusive evidence that it was delivered on a different date or at a different time.
 By sending the notice or a certified copy of the document by registered post to the Person's last known address;
 On the 7th (seventh) day following the day on which the notice or document was posted as recorded by a post office, unless there is conclusive evidence that it was delivered on a different day.
 By any other means authorised by the High Court; or
 In accordance with the order of the High Court.
 By any other method allowed for that Person in terms of the following rows of this Table.
   By handing the notice or a certified copy of the document to the Person, or to any representative authorised in Writing to accept service on behalf of the Person;
 On the date and at the time recorded on a receipt for the delivery.
 By leaving the notice or a certified copy of the document at the Person's place of residence or business with any other Person who is apparently at least 16 (sixteen) years old and in charge of the premises at the time;
 On the date and at the time recorded on a receipt for the delivery.
 By leaving the notice or a certified copy of the document at the Person's place of employment with any Person who is apparently at least 16 (sixteen) years old and apparently in authority.
 On the date and at the time recorded on a receipt for the delivery.
 A company or similar body corporate
 By handing the notice or a certified copy of the document to a responsible employee of the company or body corporate at its registered office or its principal place of business within South Africa;
 On the date and at the time recorded on a receipt for the delivery.
 If there is no employee willing to accept service, by affixing the notice or a certified copy of the document
 On the date and at the time sworn to by affidavit of the Person who affixed the document, unless there is conclusive


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Person to whom the document is to be delivered
 Method of delivery
 Date and Time of Deemed delivery
 to the main door of the office or place of business.
 evidence that the document was affixed on a different date or at a different time.
  By handing the notice or a certified copy of the document to a responsible employee in any office of the State Attorney.
 On the date and at the time recorded on a receipt for the delivery.
  By handing the notice or a certified copy of the document to the town clerk, assistant town clerk or any Person acting on behalf of that Person.
 On the date and at the time recorded on a receipt for the delivery.
  By handing the notice or a certified copy of the document to a responsible employee who is apparently in charge of the main office of the union or for the purposes of section 13(2), if there is a union office within the magisterial district of the firm required to notify its employees, in terms of the Regulations at that office.
 On the date and at the time recorded on a receipt for the delivery.
 If there is no person willing to accept service, by affixing a certified copy of the notice or document to the main door of that office.
 On the date and at the time sworn to by affidavit of the Person who affixed the document, unless there is conclusive evidence that the document was affixed on a different date or at a different time.
 Employees of the Company
 By fixing the notice or certified copy of the document, in a prominent place in the workplace where it can be easily read by employees.
 On the date and at the time  sworn to by affidavit of the Person who affixed the document, unless there is conclusive evidence that the document was affixed on a different date or at a different time.
 A partnership, firm or association
 By handing the notice or a certified copy of the document to a Person who is apparently in charge of the premises and apparently at least 16 (sixteen) years of age, at the place of business of the partnership, firm or association;
 On the date and at the time recorded on a receipt for the delivery.
 If the partnership, firm or association has no place of business, by handing the notice or a certified copy of the document to a partner, the owner of the firm, or the chairman or secretary of the managing or other controlling body of the association, as the case may be.
 On the date and at the time recorded on a receipt for the delivery.


Schedule 6 – Terms which govern Holders of New Issues of Sasol BEE Ordinary Shares after the SOLBE1 Redesignation Date
 1.
 INTRODUCTION AND INTERPRETATION
 1.1.
    "BEE Certificate" means an original or copy of a certificate issued by a verification agency accredited by the accreditation body contemplated in the Codes, certifying that the person identified in the certificate is a BEE Compliant Person;
   "Company’s Nominee" means the Public Facilitation Trust or such other facilitation trust as the Company may appoint from time to time, in its discretion, to acquire the New Sasol BEE Ordinary Shares in the circumstances contemplated in These Terms;
   “Forced Sale Value” means the 5 (five) day volume weighted average price of a New SOLBE1 Share, being the total value of the New SOLBE1 Shares traded for that period divided by the total number of the New SOLBE1 Shares traded for that period.  In the event of any corporate action, the value will be adjusted appropriately if required;
   "New SOLBE1 Shares" means Sasol BEE Ordinary Shares issued by the Company after the SOLBE1 Redesignation Date from time to time;
   “Off Market” means a sale of New SOLBE1 Shares other than on an exchange licensed pursuant to the Financial Markets Act, 2012 (or any replacement legislation) on which the Sasol BEE Ordinary Shares are then listed;
   "Own Name Client" means a person whose own name is on the main register of the Company and in whom/which the benefits of the bundle of rights attaching to the New SOLBE1 Shares so registered in his/her/its name vest, which is typically evidenced by one or more of the following -
   the right or entitlement to receive any dividend or interest payable in respect of those New SOLBE1 Shares;
   the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting, conversion, redemption or other rights attached to those New SOLBE1Shares;
   the right to dispose or direct the disposition of those New SOLBE1 Shares, or any part of a distribution in respect of those New SOLBE1 Shares and to have the benefit of the proceeds;
   "Sell" means sell or otherwise dispose of or transfer (including, but without limiting the generality of the aforegoing, by way of donation or dividend or distribution of assets) and “Sale” and “Sold” shall be construed accordingly;
   "These Terms" means the terms set out in this Schedule 6 which apply to the Holders of New SOLBE1 Shares until the end of the Empowerment Period and


2
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
 1.2.
    if a Holder of New SOLBE1 Shares is liquidated or sequestrated, as the case may be, be applicable also to and binding upon the liquidator or trustee of such Holder of New SOLBE1 Shares; or
   if a Holder of New SOLBE1 Shares is a natural person who dies, be applicable also to and binding upon the executor of such Holder’s estate.
 2.
 APPLICATION OF THESE TERMS TO THE EXCLUSION OF OTHER CONTRACTS
 Notwithstanding that any Holder of New SOLBE1 Shares which is a party to a Cash Contract, Amended Cash Contract, New Cash Contract, Amended New Cash Contract or a BEE Contract, may be bound to provisions in those contracts which could be interpreted as governing new issues of New SOLBE1 Shares, These Terms alone shall apply to such New SOLBE1 Shares to the exclusion of any such other contracts.
 3.
 OBLIGATIONS TO SIGN NEW CONTRACTS
 3.1.
 A Holder who has not concluded a contract with the Company to cover rematerialised New SOLBE1 Shares will be required to conclude a New Cash Contract with the Company to cover those certificated New SOLBE1 Shares and that contract will continue to apply for so long as such Holder continues to hold those New SOLBE1 Shares in certificated form.
 3.2.
 A Holder of New SOLBE1 Shares who is a Beneficial Owner and who wishes to replace his/her/its Registered Shareholder with another Registered Shareholder, will be required to conclude a BEE Contract in respect of those New SOLBE1 Shares which are transferred to such person as the new Registered Shareholder and so will such person.   A Holder of New SOLBE1 Shares shall not instruct the Registered Shareholder to transfer his/her/its New SOLBE1 Shares, nor shall the Registered Shareholder act on any such instruction until a new BEE Contract has been concluded.
 3.3.
 If a Holder is an Own Name Client and wishes to register his/her/its New SOLBE1 Shares in the name of another person as Registered Shareholder, such Holder will be required to conclude a BEE Contract in respect of those New SOLBE1 Shares which are transferred to such person as the new Registered Shareholder and so will any intermediary which such Holder appoints for the purposes of, inter alia, managing such Holders’ New SOLBE1 Shares.
 4.
 WARRANTIES
 4.1.
       the New SOLBE1 Shares will be registered in his/her/its name as an Own Name Client;
   each warranty provided in clauses 4.1.1 and 4.1.2 is and will be true from the date that the Holder acquires New SOLBE1 Shares and -
   in respect of the warranty provided in clause 4.1.1 will continue to be true for so long as such Holder holds New SOLBE1 Shares; and


3
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
   in respect of the warranty provided in clause 4.1.2 will continue to be true for so long as such Holder holds New SOLBE1 Shares as an Own Name Client;
   any information provided by the Holder to the Company will be true and complete unless the Holder advises the Company in writing to the contrary.
 4.2.
 All the warranties given in clause 4.1 are material and the Company will rely on the truth and completeness of such warranties.
 5.
 UNDERTAKINGS
  5.1.
  5.2.
 at his/her/its own cost, to provide the Company within 30 (thirty) days of its written request to such Holder, with -
   if the Holder is a natural person, any documentation reasonably required by the Company in order to satisfy itself that such Holder is a BEE Compliant Person;
         any other documentation reasonably required by the Company in order to satisfy itself that each such Holder is a BEE Compliant Person.
 6.
 PLEDGES AND OTHER ENCUMBRANCES
 Holders of New SOLBE1 Shares may pledge or otherwise Encumber or cause the pledging or Encumbrance of his/her/its New SOLBE1 Shares subject to compliance with the following -
 6.1.
 Each such Holder acknowledges that in order to ensure that those New SOLBE1 Shares are held only by BEE Compliant Persons he/she/it is only permitted to Encumber or record the Encumbrance of those New SOLBE1 Shares, provided that -
   if the security is realised those New SOLBE1 Shares must only be Sold to a BEE Compliant Person who/which binds himself/herself/itself to a BEE Contract prior to taking transfer of those New SOLBE1 Shares; and
   the terms of the agreement in respect of such Encumbrance shall expressly provide that if the security is realised those New SOLBE1 Shares must only be Sold to a BEE Compliant Person who/which binds herself/himself/itself to a BEE Contract prior to taking transfer of those New SOLBE1 Shares and such Holder shall procure that a copy of such agreement in respect of such Encumbrance is delivered to the Company.
 6.2.
 Each Holder of New SOLBE1 Shares warrants in favour of the Company that the agreement in respect of such Encumbrance shall contain the required provision referred to in clause 6.1 and that he/she/it shall not enter into or permit the entering into of any such agreement without such provision.


4
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
 7.
 PROVISIONS APPLICABLE TO OFF MARKET TRANSFERS OF NEW SOLBE1 SHARES
 7.1.
 If a Holder of New SOLBE1 Shares Sells any New SOLBE1 Shares or causes any of such shares to be Sold Off Market other than to the Company’s Nominee, such Holder shall be obliged to ensure that -
   the person to whom/which those New SOLBE1 Shares are Sold, either being the new Beneficial Owner or an Own Name Client in whose name those New SOLBE1 Shares are to be registered, is in fact a BEE Compliant Person; and
   a BEE Contract is signed by the person to whom/which those New SOLBE1 Shares are Sold, either being the new Beneficial Owner or an Own Name Client in whose name those New SOLBE1 Shares are to be registered (unless such new Beneficial Owner or Own Name Client has already signed such a contract), the registered shareholder (only for a new Beneficial Owner), a central securities depository participant and if applicable, a JSE member, and the person with whom the new Beneficial Owner or Own Name Client holds an account for the purposes of, inter alia, managing these New SOLBE1 Shares, and procure that a copy of such contract is delivered to the Company.
 7.2.
 Each Holder of New SOLBE1 Shares undertakes not to permit the Sale Off Market of any New SOLBE1 Shares or any rights or interests therein, nor to instruct the Registered Shareholder, the central securities depository participant or anyone else, to effect transfer or permit the transfer of those New SOLBE1 Shares to any person who/which is not a BEE Compliant Person and who/which has not signed a BEE Contract.
 8.
 OBLIGATION ON THE HOLDER OF NEW SOLBE1 SHARES TO PROCURE TRANSFER OF NEW SOLBE1 SHARES
 If the Company’s Nominee is the acquirer of New SOLBE1 Shares in terms of These Terms, the Holder of New SOLBE1 Shares will be obliged within 10 (ten) days after receipt of notice from the Company, to effect transfer of the New SOLBE1 Shares out of the account in the Holder’s own name into an account in the name of the Company’s Nominee. If the Holder of such New SOLBE1 Shares fails to effect the transfer within such period, such Holder hereby grants a power of attorney irrevocably and in rem suamand with power of substitution to the Company, to effect transfer of that Holder’s New SOLBE1 Shares on behalf of that Holder to the Company’s Nominee.
 9.
 FORCED SALE IN THE EVENT OF AN OCCURRENCE OF A BREACH EVENT
 9.1.
    misrepresented that he/she/it is a BEE Compliant Person or has in any way committed a breach of any of the warranties given by him/her/it and set out in These Terms;
   breached any of his/her/its obligations set out in clauses 3, 4, 5, 6, 7 or 8 of These Terms; or
   made a fraudulent or untrue statement in any documents provided by him/her/it to the Company,
 (“Breach Event”), the Holder shall be obliged to immediately notify the Company of the occurrence of such Breach Event in writing.
 9.2.
 At any time after learning of the occurrence of a Breach Event, the Company shall be entitled (but shall not be obliged) either (at the Company’s election) to –


5
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
   act on a power of attorney which each Holder of New SOLBE1 Shares hereby grants irrevocably and in rem suamand with power of substitution to the Company, to dispose of that Holder’s New SOLBE1 Shares on behalf of that Holder on the exchange licensed pursuant to the Financial Markets Act, 2012 (or any replacement legislation) on which the Sasol BEE Ordinary Shares are then listed; or
   buy (or to nominate the Company’s Nominee to buy) from the Holder his/her/its New SOLBE1 Shares by giving such Holder written notice, in which event a Sale of those New SOLBE1 Shares shall be deemed to have been concluded on the following terms and conditions -
              upon which the Company learns of the occurrence of the relevant Breach Event,
    the purchase price as calculated in terms of clause 9.2.4 less an amount equal to the amount of dividends paid by the Company to the Holder for his/her/its benefit after the occurrence of a Breach Event, shall be payable against the registration of those New SOLBE1 Shares in the name of the Company’s Nominee, if the Company’s Nominee acquires those New SOLBE1 Shares, or upon the cancellation of those New SOLBE1 Shares if the Company buys back those New SOLBE1 Shares;
   those New SOLBE1 Shares and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that–
   the Holder is an Own Name Client in whose name those New SOLBE1 Shares are registered; and
   no person has any right of any nature whatsoever to acquire those New SOLBE1Shares.
 10.
 DEATH
 10.1.
    the Company (or the Company’s Nominee) shall not have the right to buy the New SOLBE1 Shares which were held by such Holder pursuant to clause 9 even though those New SOLBE1 Shares as a result may then be held in breach of the requirements of These Terms, unless clause 10.2 applies;
   instead of having to do so immediately, the executor of the Holder’s estate shall have 180 (one hundred and eighty) days commencing on the date of such Holder’s death, to -


6
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
   transfer the New SOLBE1 Shares to such Holders’ heir/s provided that such heir/s is/are a BEE Compliant Person/s; or
    and the executor of the Holder’s estate shall be obliged to take whatever steps are necessary in order to effect any such transfer or Sale of the New SOLBE1  Shares, as the case may be.
 10.2.
 If the executor of the Holder’s estate has not complied with his/her/its obligations in clause 10.1 as regards New SOLBE1 Shares, the Company shall be entitled, but shall not be obliged to buy (or to nominate the Company’s Nominee to buy) from the executor of such Holder’s estate those New SOLBE1 Shares by written notice to the executor, in which event a Sale of those New SOLBE1 Shares shall be deemed to have been concluded on the following terms and conditions -
   those New SOLBE1 Shares shall be acquired with effect from the day prior to the date of such Holder’s death;
   the purchase price of those New SOLBE1 Shares shall be the Forced Sale Value thereof calculated as at the date of the written notice from the Company to the executor of the Holder’s estate discounted by 5% (five percent);
   the purchase price as calculated in terms of clause 10.2.2, less an amount equal to the amount of dividends paid by the Company to the Holder for his/her benefit while the executor of his/her estate was in breach of clause 10.2.1, shall be payable against the registration of those New SOLBE1 Shares in the name of the Company’s Nominee or upon the cancellation of those New SOLBE1 Shares;
   those New SOLBE1 Shares shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that –
   the Holder is an Own Name Client in whose name those New SOLBE1 Shares are registered; and
   no person has any right of any nature whatsoever to acquire those New SOLBE1 Shares.
 10.3.
 If the Holder is not a natural person and any of its shareholders, members, participants or beneficiaries die, as a result of which, the Holder is no longer a BEE Compliant Person, then -
   the Company shall not be entitled to act on the power of attorney referred to in clause 9.2.1  nor shall the Company (or the Company’s Nominees) have the right to buy the New SOLBE1 Shares pursuant to clause 9 even though those New SOLBE1 Shares as a result may now be held in breach of the requirements of These Terms unless clause 10.4 applies;
   instead of having to remedy the breach caused by the death immediately the Holder shall have 180 (one hundred and eighty) days commencing on the date of the death to Sell the New SOLBE1 Shares to a BEE Compliant Person and shall be obliged to take whatever steps are necessary to give effect to any such Sale of the New SOLBE1 Shares by effecting transfer of the New SOLBE1 Shares out of the account in the name of the Holder into an account in the name of the registered shareholder of that BEE Compliant Person.


7
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
 10.4.
 If the New SOLBE1 Shares have not been Sold or the breach caused by the death has not otherwise been remedied within 180 (one hundred and eighty) days commencing on the date of the death in question, the Company shall be entitled, but shall not be obliged either (at the Company’s election) to –
   act on a power of attorney which each Holder of New SOLBE1 Shares hereby grants irrevocably and in rem suamand with power of substitution to the Company, to dispose of that Holder’s New SOLBE1 Shares on behalf of that Holder on the exchange licensed pursuant to the Financial Markets Act, 2012 (or any replacement legislation) on which the Sasol BEE Ordinary Shares are then listed; or
   buy from the Holder those New SOLBE1 Shares by giving such Holder (if not a natural person) written notice, in which event a Sale of those New SOLBE1 Shares shall be deemed to have been concluded on the following terms and conditions –
   those New SOLBE1 Shares shall be acquired with effect from the day prior to the date of the death in question;
   the purchase price of those New SOLBE1 Shares shall be the Forced Sale Value thereof calculated as at the date of the written notice from the Company (or the Company’s Nominee) to the Holder (if not a natural person) discounted by 5% (five percent);
   the purchase price as calculated in terms of clause 10.4.2, less an amount equal to the amount of dividends paid by the Company to the Holder for its benefit during the period in which the Holder has been in breach of clause 10.3.2, shall be payable against the registration of those New SOLBE1 Shares in the name of the Company’s Nominee or upon the cancellation of those New SOLBE1 Shares;
   those New SOLBE1 Shares and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that –
   the Holder is an Own Name Client in whose name those New SOLBE1 Shares are registered; and
   no person has any right of any nature whatsoever to acquire those New SOLBE1 Shares.
 11.
 INVOLUNTARY INSOLVENCY/LIQUIDATION
 11.1.
 If a Holder of New SOLBE1 Shares is a natural person who is involuntarily sequestrated (whether provisionally or finally), then -
   the Company (or the Company’s Nominees) shall not have the right to buy the New SOLBE1 Shares pursuant to clause 9 even though those New SOLBE1  Shares as a result may now be held in breach of the requirements of These Terms unless clause 11.2 applies;
   instead of having to do so immediately, the trustee shall have 180 (one hundred and eighty) days commencing on the date of such Holder’s provisional sequestration, to Sell the New SOLBE1 Shares to any BEE Compliant Person,


8
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
 subject to compliance with clause 7,and the trustee shall be obliged to take such steps, in order to give effect to any such Sale of the New SOLBE1 Shares by effecting transfer of the New SOLBE1 Shares out of the account in his/her name into an account in the name of the registered shareholder of that BEE Compliant Person.
 11.2.
 If the trustee has not complied with its obligations in clause 11.1 as regards New SOLBE1 Shares, the Company shall be entitled, but shall not be obliged either (at the Company’s election) to –
   act on a power of attorney which each Holder hereby grants irrevocably and in rem suamand with power of substitution to the Company, to dispose of that Holder’s New SOLBE1 Shares on behalf of that Holder on the exchange licensed pursuant to the Financial Markets Act, 2012 (or any replacement legislation) on which the Sasol BEE Ordinary Shares are then listed; or
   buy (or to nominate the Company’s Nominee to buy) from such trustee those New SOLBE1 Shares by written notice to the trustee, in which event a Sale of those New SOLBE1 Shares shall be deemed to have been concluded on the following terms and conditions -
   those New SOLBE1 Shares shall be acquired with effect from the day prior to the Holder’s provisional sequestration;
   the purchase price of those New SOLBE1 Shares shall be the Forced Sale Value thereof calculated as at the date of the written notice from the Company (or the Company’s Nominee) to the trustee, discounted by 5% (five percent);
   the purchase price as calculated in terms of clause 11.2.2.2, less an amount equal to the amount of dividends paid by the Company to the Holder for his/her benefit while the trustee  was in breach of clause 11.1.2, shall be payable against the registration of those New SOLBE1 Shares in the name of the Company’s Nominee or upon the cancellation of those New SOLBE1 Shares;
   those New SOLBE1 Shares and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that –
   the Holder is an Own Name Client in whose name those New SOLBE1 Shares are registered; and
   no person has any right of any nature whatsoever to acquire those New SOLBE1 Shares.
 11.3.
 If a Holder of New SOLBE1 Shares is not a natural person and either the Holder or any of its shareholders, members, participants or beneficiaries are involuntarily liquidated (provisionally or finally), as a result of which such Holder is no longer a BEE Compliant Person, then -
   the Company shall not be entitled to act on the power of attorney referred to in clause 11.2.1  nor shall the Company (or the Company’s Nominees) have the right to buy the New SOLBE1 Shares pursuant to clause 9 even though those New SOLBE1 Shares as a result may now be held in breach of the requirements of  These Terms unless clause 11.4 applies;


9
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
   if it is not possible for the breach to be remedied, the liquidator of such Holder or the Holder itself (if any of its shareholders, members, participants or beneficiaries are involuntarily liquidated), as the case may be, can Sell the New SOLBE1 Shares to a BEE Compliant Person who signs a BEE Contract;
   instead of having to do so immediately, the liquidator of such Holder or the Holder itself, as the case may be shall have 180 (one hundred and eighty) days commencing on the date of the provisional liquidation of the Holder or any of its shareholders, members, participants or beneficiaries to Sell the New SOLBE1 Shares to any BEE Compliant Person who signs a BEE Contract and the liquidator of the Holder shall instruct such Holder to take whatever steps are necessary, and the Holder shall be obliged to take such steps, in order to effect any such Sale of the New SOLBE1 Shares.
 11.4.
 If the New SOLBE1 Shares have not been Sold or the breach caused by the liquidation has not otherwise been remedied within 180 (one hundred and eighty) days commencing on the date of the involuntary liquidation of the Holder or of any of its shareholders, members, participants or beneficiaries, the Company  shall be entitled, but shall not be obliged either (at the Company’s election) to –
   act on a power of attorney which each Holder hereby grants irrevocably and in rem suam and with power of substitution to the Company, to dispose of that Holder’s New SOLBE1 Shares on behalf of that Holder on the exchange licensed pursuant to the Financial Markets Act, 2012 (or any replacement legislation) on which the Sasol BEE Ordinary Shares are then listed; or
   buy (or to nominate the Company’s Nominee to buy) from the Holder of those New SOLBE1 Shares by giving the liquidator of such Holder or the Holder itself written notice, in which event a Sale of those New SOLBE1 Shares shall be deemed to have been concluded on the following terms and conditions -
   those New SOLBE1 Shares shall be acquired with effect from the day prior to the provisional liquidation of the Holder or any of such Holder’s shareholders, members, participants or beneficiaries;
   the purchase price of those New SOLBE1Shares shall be the Forced Sale Value thereof calculated as at the date of the written notice from the Company (or the Company’s Nominee) to the liquidator of the Holder or the Holder itself, as the case may be, discounted by 5% (five percent);
   the purchase price as calculated in terms of clause 11.4.2.2, less an amount equal to the amount of dividends paid by the Company to the Holder for its benefit while the liquidator of such Holder or the Holder itself, as the case may be was in breach of clause 11.3.2, shall be payable against the registration of those New SOLBE1 Shares in the name of the Company’s Nominee or upon the cancellation of those New SOLBE1 Shares;
   those New SOLBE1 Shares and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that –
   the Holder is an Own Name Client in whose name those New SOLBE1 Shares are registered; and


10
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
   no person has any right of any nature whatsoever to acquire those New SOLBE1 Shares.
 12.
 SECURITIES TRANSFER TAX
 Securities transfer tax shall be borne by the Company or the Company’s Nominee, if it is the purchaser of the New SOLBE1 Shares contemplated in These Terms.
 13.
 CUSTODY AND MANDATE AGREEMENT FOR NEW SOLBE1 SHARES
 Each Holder of New SOLBE1 Shares shall be deemed to be bound by the custody and mandate agreement with Computershare Investor Services Proprietary Limited set out in Schedule 7 to this MOI.


Schedule 7 – Computershare’s Custody and Settlement Agreement for Holders of New Issues of Sasol BEE Ordinary Shares after the SOLBE1 Redesignation Date
 
 
 Computershare Proprietary Limited
 Reg. No. 2000/006082/07
  Custody and Settlement Agreement for a Private Investor
 A PERSONAL DETAILS
  
   
  
   
  
  (Enclose a certified copy of your identity document and a document issued by SARS in order to verify your tax number)Postal address
    (Enclose a certified copy of a
 service bill)
  
         1
    B BANKING DETAILS
 (If you bank with ABSA, FNB, Standard Bank, Nedbank, Capitec or Mercantile Bank, Computershare will verify your banking details via an independent third party service provider.  Alternatively, please enclose a certified copy of your bank statement or request your bank to verify your account details by stamping and signing this form.) Please note that third party banking details cannot be accepted.
 
          C NOMINEE DECLARATION
  I confirm that I am not acting in the capacity of a nominee intending to hold Securitieson behalf of a beneficial owner.
 
 
 1
 •
 The personal information that the Client provides will be held by Computershare on
 a computer database and/or in any other way. Computershare may use this information:
 •
 to administer the services that Computershare provides to the Client and any future agreements
 that Computershare may have with the Client;
 •
 to advise the Client of products or services of Computershare;
 
 to prevent and detect fraud. Information can be used to prevent crime and trace those
 responsible; and
 
 to carry out statistical analysis and market research; in this connection, Computershare may use the services of a reputable external agency.


2
 
 As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
 
  I/We confirm that I am/we are a nominee and intend to hold Securities on behalf of thebeneficial owners
 .
  Please note that nominee companies must be approved by the Financial Services Boardbefore a share account may be opened.  A copy of this approval must be provided toComputershare together with the relevant agreement. Please note too that theComputershare Deal Routing Service is not available to institutional clients or nomineescompanies.
 
 D  ISSUER COMMUNICATION SELECTION
  I wish to continue to receivean annual report or
  Summary financial statements for Securities maintainedin terms of this custody mandate.
   I do not wish to receive any reports from the Issuer for Securities maintained in terms of this custody mandate.
 
 If you select this option, please refer to clause 14 of the
 terms and conditions overleaf regarding the receipt of information relating to non-elective events
 .
 
    E  CUSTODY SERVICE SELECTION
 I hereby elect that:
  Securities held on my behalf must be registered in my Own Name in any electronic sub-register maintained by Computershare Proprietary Limited using the
   Own Name Custody Service and utilising Computershare’s Deal Routing Service.I wimaintain a direct relationship with the Issuer.Please note  that this option is only available to private individual shareholders who are resident iCommon Monetary Area and are not emigrant  holders of Securities for purposes of the South African Exchange Control Regulations.
 
  Securities must be registered in my Own Name in any electronic sub-register maintained by Computershare Proprietary Limited using theOwn Name
  Custody Service and utilising my own broker for trading purposes.I wish to maintain a direct relationship with the Issuer.  Please note that  shareholders who select this option must furnish Computershare with the name and contact number of their stockbroker.
     
 F  SEGREGATED DEPOSITORY ACCOUNTS
 2
 
  I /We confirm that I/we would not like to open a SDA.   I /We confirm that I/we would like to
   as the PrimaryParticipant,
       as the SecondaryParticipant.
 3
   I/We, the undersigned person(s) indicated in Part A above have read this entire Agreement, inclusive of the terms and conditions contained on pages 1 to 8 and agree to be bound thereby.
  Dated at
   day of
   
    On behalf of Computershare Proprietary Limited
 and/or Computershare Nominees (Pty) Ltd
 
 
 2
 *A Client who elects to open a SDA will not be able to use Computershare’s low-
 cost Deal Routing Service.
 3
 *It is not compulsory for a Client to pre-appoint a Secondary Participant.
 
 
 The Client may request a Primary Participant to open one or more Segregated Depository Account(s) (SDA); appoint a Secondary Participant; and have one or more Segregated Depository Accounts for his/her various holdings with different primary and secondary Participants, provided that the requirements stipulated in the Rules of Strate (Pty) Limited are adhered to.


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  G.    TERMS AND CONDITIONS OF CUSTODY AGREEMENT
 1. INTERPRETATION
   Unless otherwise expressly stated, or the context otherwise requires, the words and expressions listed below shall, when used in this Agreement, bear the meanings ascribed to them:
 “Agreement” means this private investor custody and settlement agreement between the Client and Computershare; “Client” means the contracting natural person identified in Part A of this Agreement; “Issuer” means an issuer of Securities; “Bank Account” means the Clients’ nominated bank account detailed in Part B of this Agreement or as may be amended and advised in writing, or by any other means as may be approved by  Computershare from time to time; “BEE Contract” means the contract prescribed by the JSE as referred to in clause 21 of this Agreement and appended hereto as Schedule B; "BEE Compliant Persons" shall have a meaning as defined in the BEE Contract; "BEE Securities" means the Securities which are beneficially owned by or registered in the names of own name clients which/who are BEE Compliant Persons for a specified period and as fully defined in the BEE Contract; “Computershare” means Computershare Proprietary Limited (registration number 2000/006082/07); “CSD” means a Central Securities Depository licensed as such under section 29 of the Financial Markets Act; “Electronic Communication” means electronic communication as defined in the Electronic Communications and Transactions Act No. 25 of 2002; “FAIS” means the Financial Advisory and Intermediary Services Act (Act No. 37 of 2002); “FICA” means the Financial Intelligence Centre Act (Act No. 38 of 2001) and its regulations; “FMA” means the Financial Markets Act (Act No. 19 of 2012);  “Insolvency Proceeding” means a judicial or administrative proceeding or both, authorised in or by national legislation or the laws of a country other than the Republic of South Africa, including an interim proceeding, in which the assets and affairs of a person are AUTOMATIC SH  control or supervision by a court or an Insolvency Administrator for the purpose of re-organisation, business rescue, curatorship or liquidation;  “JSE” means the JSE Limited; “Own Name Client” means a Client whose Own Name appears on the sub-register maintained by a Participant as opposed to the shares held by a nominee company; “Participant” means a person authorised by the Central Securities Depository to perform custody and administration services or settlement services or both in terms of the CSD Rules;  “Primary Participant” means the Participant responsible for administering a Segregated Depository Account, and who will be replaced by a Secondary Participant in the event of an Insolvency Proceeding against such Primary Participant; “Secondary Participant” means the Participant appointed by a Client to administer a Segregated Depository Account in the event of an Insolvency Proceeding against the Primary Participant; “Securities” means Securities as defined from time to time in the Financial Markets Act; “Securities Account” means the account that Computershare will open and maintain, in its records, in the name of the Client, or his designated nominee, in accordance with its standard operating procedures, to record the number or nominal value of the Securities deposited by the Client with Computershare, and to record all transactions and entries made in respect of such Securities; “Securities Legislation” means the Companies Act (Act No. 71 of 2008) as amended, the Financial Markets Act, the Rules and Directives of the JSE or any other applicable stock exchange and the Rules and Directives of any


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  central securities depository made under section 30 of the Financial Markets Act. “Segregated Depository Account” means an elective account opened in the records of the CSD by the Primary Participant to record the number or nominal value of the Securities deposited by the Client with the Participant, and to record all transactions and entries made in respect of such Securities; This is a designated Central Securities Account opened in the name of the Client and is clearly segregated and distinguishable from the Participant’s Central Securities Account; “Sub-Register” means a record of Uncertificated Securities administered and maintained by a Participant which forms part of the Uncertificated Register of the relevant company; the shares are normally held by a nominee company or in the name of an own name client.
   Clause and paragraph headings are for purposes of reference only and shall not be used in interpretation.
   Unless the context clearly indicates a contrary intention, any word connoting any gender includes the other gender, the singular includes the plural and vice versa and natural persons includes artificial persons and vice versa;
   When any number of days is prescribed such number shall exclude the first and include the last day unless the last day falls on a Saturday, Sunday, or a public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or a public holiday in the Republic of South Africa.
 2.
 
 APPOINTMENT
  Provider licence issued in terms of FAIS and is authorised to render intermediary services in respect of investment schemes and products as defined in 2.2 below:
                   as its financial services provider, agent, custodian and administrator for the safe keeping and administration of Securities, and for the settlement of transactions in those Securities and to attend to certain incidental matters detailed in this Agreement.
  administrative functions in the course of rendering intermediary services to the Client.
    Legislation and must comply with any other provisions that may be required by legislation as a result of the nature of the Client.
  instructions received from local clients (within the Common Monetary Area) in terms of clause 12.1.17     of these terms and conditions and effect the transaction in the local jurisdiction.
  3.
 
 SECURITIES DEPOSITED FOR SAFE CUSTODY
   Securities that Computershare may accept on behalf of the Client in accordance with this Agreement shall be Securities of a type and form


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  determined from time to time by Computershare and may include either certificated or uncertificated securities.
   Computershare shall not be obliged to accept any Security remitted in terms of this Agreement.  In the event that any Security remitted for entry into a Securities Account is not good for delivery or has a defect in relation to the Client’s title thereto, Computershare shall not accept such Security for entry into a Securities Account until such defect has been corrected to the satisfaction of Computershare.  Computershare shall return to the Client any Securities not accepted by Computershare in accordance with this Agreement or the Securities Legislation.
   The Client warrants to Computershare that the Securities deposited for safe custody from time to time will be and remain free from any encumbrance, other than as provided for in this Agreement.
 4.
 
 CONFLICT
   In the event of any conflict between the provisions of this Agreement and the Securities Legislation, the provisions of the Securities Legislation shall prevail.
 5. SECURITIES ACCOUNT
 
   Computershare shall in accordance with its standard operating procedures open and maintain a Securities Account(s) in its records in the name of the Client to record the number or nominal value of Securities of each kind deposited by the Client with Computershare and to record all transactions and entries made in respect of such Securities (“the Securities Account”).
   Any entry made in a Securities Account shall be made only in accordance with authorising instructions given by the Client and the provisions of the Securities Legislation. Computershare will make the entry in the relevant account of the Client where the Securities are held.
   Computershare shall not be obliged to make any entry in a Securities Account unless it conforms to clause 11 of this Agreement.
   Computershare shall not give effect to any instruction that will result in a debit balance in respect of any Security held in a Securities Account.
             If the Client elects to open a Segregated Depository Account, the Client will be required to complete a custody and settlement agreement, the
 Securities will be withdrawn from the Own Name Securities Account and the Client may no longer use the Deal Routing service provided by Computershare.
   The Client undertakes to pay all the related costs associated with such transfer and to pay the annual administration fee as notified by Computershare from time to time.
   In the event of an Insolvency Proceeding against the Primary Participant, the CSD may take any action as is necessary in accordance with the Act, Rules, Directives and Client mandate.
 6.
 SAFEKEEPING OF SECURITIES
   Records of uncertificated Securities held by Computershare shall be kept and maintained in the manner provided for in the Securities Legislation.
   Securities held by Computershare shall at all times be held in accordance with the election detailed in Part E of this Agreement. Any Client who elects the Own Name custody service, utilising Computershare’s Deal Routing Service, shall be subject to the terms and conditions from time to time under which the Deal Routing service is administered, and the Client shall by instructing Computershare to register Securities using this service be deemed thereby to agree to such terms and conditions.
   Computershare shall take such steps to protect Securities held under custody against theft, loss or destruction.


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  7.       RETENTION OF RECORDS
 
 
    destroy the records and documentation relating to this Agreement after the expiry of the retention period referred to in applicable legislation.
  shall be considered to be retained by Computershare if the copies are scanned and are available in electronic form.  Subject to an electronic copy being available, Computershare shall not be under any obligation to retain records and documents in paper form.
 8.
 SETTLEMENT OF TRANSACTIONS
   The Client shall designate a current banking account at a registered bank as a settlement account for the purposes of this Agreement.  The Client designates the bank account indicated in Part B of this Agreement as the settlement account.  The designated bank account may be amended by completing the necessary instruction in writing, or by any other means as may be approved by Computershare from time to time.
   Computershare shall credit the designated bank account with all proceeds received by Computershare in respect of the Securities held in or transacted through the Securities Account.  The Client authorises Computershare or its agent to debit the designated bank account with any amount owing by the Client.
   The Client acknowledges that he is conversant with his responsibility to provide settlement instructions to Computershare in accordance with the provisions from time to time of the JSE Rules and Directives.
 9.       SECURITIES STATEMENTS
 
    change in the Client’s portfolio and in accordance with the Securities Legislation.
   Unless an objection is made in writing by the Client to any entry contained in any statement of a Securities Account within 60 days after the statement date, the statement shall, in the absence of fraud or any manifest error, be treated as prima facie evidence of the entries indicated therein and the Client shall not thereafter be entitled to make any claim against Computershare or to any other action in respect thereof.
 10.
 VERIFICATION OF IDENTITY OF CLIENT
    having accepted as valid any documents of any kind which are forged, not authentic or are untrue, if despite taking reasonable steps to verify the identity of the Client, the document or identity of the Client is accepted and is subsequently shown to be invalid or incorrect.
  requirement in terms of FICA and that Computershare shall not be liable for the delays that may be caused as a result of the verification process.  The Client accepts risk including the risk of change in the share price during the verification process.  Computershare reserves the right to delay taking action on a particular instruction if any further information is required from the Client in order to comply with any legal or regulatory requirements (including FICA), or to investigate any concerns as to the validity or any other matter relating to the instruction.
  against all liability, costs, expense or damage incurred by Computershare or its agents or nominees arising (whether directly or indirectly) as a result of or in connection with Computershare acting on any forged, fabricated or other inaccurate, invalid or unauthorised documents


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  (including identity document) or instruction received by it in connection with the performance of Computershare’s obligations in terms of this Agreement, except to the extent that such liability, cost, expense or damage arises as a result of Computershare’s failure to comply with the provisions of clauses 10.1 and 10.2 of this Agreement.  Notwithstanding anything to the contrary contained in this Agreement, save for clause 4 of this Agreement, in the event of any conflict between the provisions of this clause and any other clause of this Agreement the provisions of this clause shall prevail.
  harmless from any loss, damages or claim of whatsoever nature arising as a result of Computershare acting on Electronic Communication or telephonic instructions received from the Client or a duly authorised agent.
   11.      INSTRUCTIONS
 BY
 THE
 CLIENT
   For purposes of this paragraph instructions by the Client only strictly refers to transfer instructionsgiven by the Client.  All transfer instructions given by the Client shall be sent to Computershare at the address set out at clause 26 of this Agreement below or by Electronic Communication, to: custody@computershare.co.za .  All instructions shall be sent in writing, or by any other means as may be approved by Computershare from time to time in writing.  Computershare shall not be obliged to carry out any instruction that does not comply with this Agreement, requirements of FICA, the Securities Legislation or Computershare’s standard operating procedures.
   On each occasion on which an instruction is given, the Client will be regarded as having confirmed that he has the necessary authority.
  Computershare may record telephonic or electronic conversations with the Client and its representatives and the Client agrees that such recordings or transcripts thereof may be used as evidence in any dispute with the Client.
   In the event that the Client gives to Computershare an instruction to buy or sell Securities on behalf of the Client, subject to the limited mandate to carry out such instruction without having to exercise any independent discretion and in terms of a particular service offered by Computershare, then the Client gives to Computershare the right to appoint and pay brokers and other agents to carry out such instruction, to receive and give receipts in respect of such purchases or sales and to do all such things incidental thereto in order to give effect to such instruction.
   Computershare shall not incur any liability for acting on an instruction, direction or other communication on which Computershare is authorised to rely pursuant to this section or for any delay in delivery or non-delivery or error in transmission.
 12.
 DEAL ROUTING SERVICE
  Computershare Deal Routing Service ("dealing service") the Client agrees to the following provisions:
 sale
    instructions received from the Client.  The Client may only give an instruction to sell Securities that have been dematerialised and are held in uncertificated form.  The Securities Account must be FICA verified (as referred to in clause 10) before a sale instruction will be processed.
   means of the telephonic service or on-line share dealing service when operational.  Instructions will not be accepted by any other means, including without limitation, fax, e-mail and photocopied forms. Computershare reserves the right to alter the times that the dealing service is available.


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
    Computershare shall send data messages (Electronic Communication) to the Client’s mobile device or e-mail address as forms of notification and confirmation of all transactions.  The Client must ensure that the contact details Computershare has on record are correct at all times, and that no unauthorized persons gain access to the notifications or confirmations.
   provided via the on-line dealing service, the instruction will be cancelled and a Contact Centre agent will contact the Client.
   Securities on behalf of the Client unless it is satisfied that the Client has been recorded as the owner of the Securities in Computershare’s records.
   registered in the South African or Namibian sub-register maintained and operated by Computershare.
   given by the Client will not be carried out unless Computershare has good reason for not doing so.  Computershare will not be liable for refusing to carry out any instruction if it has good reason for not doing so.
   should not be recognised unless an original power of attorney or other appropriate authority (or a complete copy thereof certified by a Commissioner of Oaths) has been received and accepted by Computershare.
   irrevocable and shall be dealt with on the business day immediately following the business day on which they were received and failing that as soon as reasonably possible thereafter.
   process the entire trade due to there being insufficient buyers or sellers in the market, the balance of the trade will be kept pending by the broker for a 30 day period in terms of standard market practice.
   status of the trade and the Client shall upon receipt of Computershare’s notification provide a replacement instruction or cancel the balance of the trade.
   The Client acknowledges that prices may fluctuate from the time the instruction is given until the time that the transaction is executed.
    12.1.13.1 he has not sold or purported to sell the Securities or the interest in any Security to any third party; 12.1.13.2 the Securities will be sold free from all liens, charges or other
  12.1.13.3 he is entitled to sell the Securities; 12.1.13.4 the sale will not constitute a breach by the Client of any
     done, all acts and things, and execute or procure the execution of all such documents as Computershare may from time to time require to give effect to any instruction by the Client.
   only” basis.  Computershare shall not provide, or have any responsibility to provide any financial, taxation or other advice to the Client.
  executed by a stockbroker appointed by Computershare.  By submitting an instruction to Computershare the Client irrevocably authorises


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Computershare to appoint a stockbroker to execute the transaction on behalf of the Client on the basis that-
  reasonably available in the market at the time of dealing.  If no such price can be ascertained, the stockbroker will take reasonable care to carry out the instruction at a price which is fair and reasonable; and
  Client, be entitled to bring any action, suit or proceedings (“Actions”) against the stockbroker arising out of or in connection with the sale.  Computershare shall, in its sole discretion, determine the nature and scope of such Actions.  By submitting an instruction to Computershare the Client waives his right in relation to such Actions.
   instruction with those of other holders of Securities transacting Securities through the dealing service but may not aggregate the sale with any other clients of the stockbroker, provided that any aggregation shall take place in accordance with the Rules of the JSE.
  transactions that are aggregated will be the total proceeds of all aggregated transactions in the relevant period less all costs of the transactions divided by the number of Securities sold in such transactions;
  transactions are not aggregated will be the price at which such Securities are sold in the relevant period less all costs of the sale;
  necessary, to the nearest whole Rand.  Resulting fractions of any Rand will be aggregated and may be retained by Computershare.
  through the dealing service in any relevant period will only be treated as sold when it is actually sold by the dealing service.
  by the Client in respect of which Computershare is required to act as settlement agent, the Client shall deposit cleared funds to cover the purchase consideration in the Computershare Nominees Proprietary Limited – Dealing Trust Account, being account number 62022148317 held at First National Bank, branch code 25-50-05.  The Client shall then immediately forward proof of the deposit to Computershare and then provide instructions to Computershare to place the purchase order. The minimum amount that a Client may deposit to purchase shares is R1,000.00 (One Thousand Rand).  The instruction to purchase shares should be placed within 30 (thirty) days of the deposit being made. In the event that Computershare does not receive the instructions to purchase, the deposit, less Computershare’s administration costs, will be refunded into the bank account registered on Computershare’s records 30 (thirty) days from date of the deposit. The Client acknowledges that he is conversant with his responsibility to provide settlement instructions to Computershare in accordance with the provisions from time to time of the JSE Rules and Directives.
  Computershare in accordance with Clause 12.1.18, Computershare shall not be under any  obligation to confirm settlement to a central securities depository and the Client shall be liable for any resultant penalties levied by a settlement authority pursuant to any failed trade.
   published from time to time, initially as set out in Schedule A to this Agreement.
   time to time and may introduce new charges. 12.1.22


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
    as separate transactions and each such transaction shall be charged separately. 12.1.24
    legislation and regulations pay to the Client the proceeds of any sale in accordance with the Client’s instructions detailed in Part B of this Agreement.
    statement sent to the Client. 12.1.27
  giving notice thereof to the Client.  All valid instructions given to the dealing service in accordance with this Agreement before termination will be carried out.
   instructions by the Client will be kept according to the rules, customs and practices of the JSE.
   this Agreement due to circumstances beyond its reasonable control, Computershare will take all reasonable steps to bring such circumstances to an end, but Computershare shall not be liable for any non-performance of the dealing service.
   transactions on the JSE, when a stockbroker executes an instruction given to the dealing service the Client acknowledges that the stockbroker could be acting as principal for its own account.  By submitting an instruction to the dealing service the Client consents, where applicable, to the stockbroker acting as principal for its own account.
   behalf in relation to the provision of the dealing service and their respective directors, employees and agents against any liability (except to the extent that the liability is caused by Computershare or such persons own default, negligence or fraud) which it or they may incur as a result of the dealing service.
      of any cheque, document of title, statement or any other document sent through the post to the Client, whether or not it was so sent at the Client’s request.
   Client Trust account for the purchase of Securities, Computershare will only refund the residual cash balance in the event that the said residual cash balance is more than R50.00 (Fifty Rand).
   instance of a transfer of equities Securities which results in a change in beneficial ownership.  Computershare will rely on the instructions of the Client to advise the instances where STT is payable.  Brokers (JSE Members) are responsible for collection of STT in respect of on-market transactions and CSD Participants are responsible for collection of STT in respect of off-market equities transactions.
 13.
 VOTING ON BEHALF OF CLIENTS
  
 14
 NOTIFICATION OF CORPORATE EVENTS AND CASH DIVIDENDS
 
 terms of the Securities Legislation, which includes but is not limited to non-elective events i.e. announcements  and related information.


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
   circulars provided that they understand the implications and consequences of such an election.  By choosing not to receive the documentation, the Client acknowledges that they may not receive pertinent information concerning non-elective events or the payment of dividends.
  in terms of standard market practice and Computershare will continue to send a payment advice/statement once the payment or corporate action has been processed.
 15.     ACCRUALS
  will be paid into the Client’s bank account detailed in part B of this Agreement or as amended  from time to time and in accordance with regulatory requirements.
 16.    INTEREST ON FUNDS DEPOSITED INTO CLIENT TRUST ACCOUNT FOR PURCHASE OF SECURITIES
  the purchase of Securities, Computershare will retain any interest that accrues to cover administration costs.  The Client may claim interest by lodging a claim in writing, however, only claims for amounts of more than R50.00 (Fifty Rand) will be considered.
 17.
 INFORMATION TO BE DISCLOSED BY PRODUCT SUPPLIERS
    course of its operations will be kept confidential, except to the extent that disclosure is required in terms of a court order or by any law, the information is in the public domain, the information is non-personal, with the prior written consent of the Client or the information must be disclosed to the CSD in terms of the Rules and Directives.
 18.   CHARGES
      shall not be obliged to act upon any instruction given by the Client or to deliver to the Client any Securities or monies until all the amounts due and owing by the Client to Computershare have been discharged in full.
 19. INDEMNITY
  against all liability, costs or expenses incurred by Computershare or its nominees or agents in connection with the due and proper performance by Computershare of its obligations pursuant to valid instructions received from the Client in line with terms and conditions set out in this Agreement.
  indirectly as a result of any failure in, misuse of, or any fraud or misrepresentation due to his failure to give a valid instruction in accordance with the terms of this Agreement.
  incurred by the Client by reason of Computershare’s wilful default or negligence and except in the case of fraud shall not in any event be liable for indirect, special or consequential loss or damages of any kind whatsoever.
 20.     FORCE MAJEURE


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  damage or failure is caused by or directly or indirectly due to war, enemy action, the act of any government or other competent authority, riot, civil disturbance, rebellion, explosion, storm, tempest fire, strike or lock-out (except a strike or lock-out of the employees of Computershare) or any other occurrence or event beyond the reasonable control of Computershare.
 21.     BEE CONTRACT
 
   Client wishes to transact in BEE Securities, he shall at all times ensure completion of and adherence to the BEE Contract, appended herein as Schedule B.  In this regard, the Client hereby agrees to irrevocably indemnify and keep Computershare indemnified against all and any claims, suits, actions, proceedings or demands of whatsoever nature and howsoever so arising which may occur, be brought or be made by any person against Computershare as a result of or connected with or arising out of his failure to complete and/or adhere to the terms of such BEE Contract.
     this Agreement and the BEE Contract, the provisions of BEE Contract shall prevail.
 STRATE RULES
   Rules and Directives. The latest Strate Rules and Directives are available on its website www.strate.co.za
  DIVIDENDS TAX
   declaration if applicable, and to forthwith inform Computershare (a regulated intermediary) in writing should the circumstances of the beneficial owner change.
 TERMINATION
 
 24.1 Either party may terminate this Agreement at any time by giving at least 30 days’ written notice of termination to the other party.
  its participation as a CSD Participant, the occurrence of an Insolvency Proceeding or of it being placed under interim management.
  in terms of Rule 5.8.8, inform the Participant, its Insolvency Administrator or other lawful agent, to which Participant the Client’s Securities must be moved  within 30 (thirty) days of the Client receiving such notification.
   referred to in clause 24.3 above within 30 (thirty)  days of Computershare, its Insolvency Administrator or other lawful agent giving notice to the Client of its termination or the occurrence of an Insolvency Proceeding against Computershare, Computershare, its Insolvency Administrator or other lawful agent shall move the Client’s Securities in the Securities Account to another willing Participant, and for such willing Participant’s own cost, and advise the Client of the details of the receiving Participant.
  Securities Account at the new Participant, or instruct such new Participant to move the Securities to another Participant, at the Client’s own cost.
 
 LOSS SHARING
 25.1 In the event that an Insolvency Proceeding occurs in respect of Computershare, where Computershare does not hold sufficient Securities, the shortfall in Securities shall be borne in the following sequence:
 25.1.1   Computershare’s own Securities of the same kind, if any, shall first be used to make up for the shortfall in Securities; 25.1.2  if after clause 25.1.1 there is still a shortfall in Securities, all Computershare’s Clients who hold securities of the same kind collectively in a Central Securities Account shall bear the shortfall in


As amended by special resolutions on 21 November 2014, 25 November 2016 and 17 November 2017
  Securities in such Central Securities Account or Securities Account in proportion to the interest allocated to each such Client, at the time immediately preceding the occurrence of an Insolvency Proceeding against Computershare.
  NOTICES
    Agreement or such amendment thereto as advised to Computershare from      time to time as the address for the receipt of all notices and legal process.  Any notice by Computershare to the Client shall, if sent by facsimile or by Electronic Communication, be deemed to have been received by the Client on the day of transmission of the facsimile or Electronic Communication and  if sent by post, on the seventh day after posting.
        and legal process Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196.
 VARIATION
 Any addition to, variation or cancellation of this Agreement shall be communicated to the other party in writing.
 . GOVERNING LAW
 This Agreement shall be construed in accordance with the laws of the Republic of South Africa.
 
 FEBRUARY 2017– V 22


1
 
 
 SCHEDULE A TO THE CUSTODY AND SETTLEMENT AGREEMENT
 Service and Settlement Fees
 Private Investor using Deal Routing Service
 
 Service
 
 
 Service fees for private investors (natural persons) are sponsored by the issuer of the shares
 
 Transaction and Settlement
 Cost
 exc VAT
 Cost
 inc  VAT
 On Exchange
     Off Exchange
  
  (change of beneficial ownership)
    Cancelled or failed transactions
   Account Transfer
    Off-market Securities Lending
    Off-market Unlisted Securities
    Portfolio Moves
 (Transfer holdings to or from broker or other CSDP)
    Certificate Withdrawal
 (Rematerialisation)
    Removal
 (transfer of shares from a South African register to a foreign jurisdiction)
    Private Investor using Deal Routing Service
 
 
 Dealing Administration Fee
 ›
 
    ›
 
 Over R40 000 - an additional fee of 0.35% of the value of the transaction is levied
   Note:
   
 General
 
 
 Cash Transfer, Refund  or Residual Refund
    Note:
 Unpaid cheque
    Duplicate transaction advice
    Queries older than 1 year
    
 Payments of Sale Proceeds
 Due to the risk of fraud, Computershare has implemented a policy change and will no longer issue cheques for share trading.  Sales proceeds will only be paid by electronic means into the bank account noted in our records.
 Fees quoted include Strate and messaging costs and are subject to change.


2
  
 Schedule B to the Custody and Settlement Agreement
 
  BEE Contract
 
 
  (which comprises the generic terms set forth below and, as regards each Specified Issuer, the Additional Terms which
 form an integral part of This BEE Contract)
  Your attention is drawn to clause 32.
  entered into between
  
  (”You”)
 1
 
 (insert full name of person who/which is:
  •
 
 the Beneficial Owner of Specified BEE Securities; or
  •
 
 an Own Name Client in respect of Specified BEE Securities)
 2
 
 
  •
 
 (insert identity number/registration number/IT reference
 number)  (gender: male/female or not applicable)
  (disabled: yes/no)
  
 Physical address:
  
  
  
  Postal address:
  
  
  
  Telefax: email:
  Attention (in the case of entity):
  
  and/or
 (“IH”)
 3
 
 •
 
 (insert full name of
 person) (insert registration
 number)
  Physical address
  Postal address
 Telefax
  
  email Attention:
  
 and/or
  
 1
 
 “Your” shall have a corresponding meaning.
 
 2
 
 The Beneficial Owner always has to sign This BEE Contract as the party defined as “You” and in that case, the nominee of such Beneficial Owner, in whose name the BEE Securities are registered, must sign as the Registered Shareholder. Own Name Clients to sign This BEE Contract as the party defined as “You” and in addition as the Registered Shareholder.
 
 3
 
 There may not always be an IH which is a party to This BEE Contract. The IH will sign as IH, but not as Registered Shareholder.


(”IHRS”)
 4
 
 (insert full name of person)
 (insert registration number)
  Physical address
 
 
 Postal address
   Telefax email Attention:
   and/or
 (”JSE Member”)
 5
 
 (insert full name)
  
 (insert registration number)
  
 Physical address
 
 
 Postal address
  Telefax
 email
 Attention:
  and
  
 (”Registered Shareholder”)
 6
 
 (insert full name of person whose name is recorded in the sub register)
 (insert identity number/registration number/IT reference number)
  Physical address
 
 
 Postal address
  Telefax
 email
  Attention (in the case of entity):
  and/or
 (”CSDP”)
 7
 
 (insert full name)
  
 (insert registration number)
  
 Physical address
 
 
 Postal address
  Telefax
 email
 Attention:
  in terms of which the parties agree to the terms set forth in This BEE Contract.
  
 •
 
 •
 
 There may not always be an IHRS which is a party to This BEE Contract. The IHRS will sign as IHRS and as Registered Shareholder.
 
 •
 
 •
 
 There may not always be a JSE Member which is a party to This BEE Contract. The JSE Member will sign as JSE Member and as Registered
 Shareholder,  if applicable.


2
 
 
     The Registered Shareholder always has to sign This BEE Contract. Own Name Clients to sign as Registered Shareholder and as the party defined as
     The CSDP will sign This BEE Contract as CSDP and as Registered Shareholder to the extent that the party defined as “You” is a non-controlled
 client of the  CSDP or a client of the IH which IH is a non-controlled client of the CSDP. The CSDP will sign This BEE Contract as CSDP to the extent that the party defined  as “You” is an Own Name Client.


PART A: INTRODUCTION INTERPRETATION
 
 1.
 
 The following terms shall have the following meanings:
  1.1
 
 ”Additional Terms” means the terms specific to that Specified Issuer’s BEE Securities which are listed on the BEE Segment and which are contained in that Specified Issuer’s Constitution under the heading “Additional Terms of BEE Contract”, which form an  integral part of and must be read as if contained in  This BEE Contract;
  1.2
 
 ”BEE Act” means the Broad-Based Black Economic Empowerment Act, No. 53 of 2003 as amended from time to time;
  1.3
 
 ”BEE Certificate” means an original or copy of a certificate issued by a verification agency accredited by the accreditation body contemplated in the BEE Codes, certifying that the person identified in the certificate is a BEE Compliant Person, which is attached as Annexure D;
  1.4
 
 ”BEE Codes” means the Broad-Based Black Economic Empowerment Codes of Good Practice gazetted from time to time under the BEE Act;
  1.5
 
 ”BEE Compliant Persons” means, as interpreted by the courts from time to time:
  1.5.1
 
 as regards a natural person, one who falls within the ambit of the definition of "black people" in the BEE Codes;
  1.5.2
 
 as regards a juristic person having shareholdings or similar member’s interest, one which falls within
  the
 ambit of the definitions of BEE owned company and BEE controlled company using the flow through principle contemplated in the BEE Codes;
  1.5.3
 
 as regards any other entity, any entity similar to a  BEE controlled company or a BEE owned company using the flow through principle contemplated in the BEE Codes, which would enable the Issuer of
  securities
 owned or controlled by such entity to claim points attributable to the entity’s ownership of the securities pursuant to the BEE Codes;
  1.6
 
 ”BEE Contract” means the contract prescribed by the JSE which is made up of the generic terms set forth therein which apply to all Issuers and, as regards  each Issuer, the terms specific to that Issuer’s BEE  Securities which are listed on the BEE Segment and which are contained in that Issuer’s Constitution
  under the
 heading “Additional Terms of BEE Contract”,  which form an integral part of and must be read as if  contained in the BEE Contract;
  1.7
 
 ”BEE controlled company” means a BEE controlled company as defined in Schedule 1 to the BEE Codes;
  1.8
 
 ”BEE owned
  company as defined in Schedule 1 to the BEE Codes;
 1.9
 
 ”BEE Securities” means the securities which the Issuer requires are to be Beneficially Owned by, or registered in the names of Own Name Clients which/who are, BEE Compliant Persons for the Empowerment Period;
 1.10
 
 ”BEE Segment” means a segment of the JSE’s main board where an Issuer may list its BEE Securities and where trading in BEE Securities is restricted to BEE
 Compliant Persons;
  1.11
 
 ”
 Beneficial Owner
 securities (as defined in the JSE’s Equities Rules), a person in whom the benefits of the bundle of rights attaching to equity securities vest, which is typically evidenced
 by one or more of the following:
  1.11.1
 
 the right or entitlement to receive any dividend or interest payable in respect of those equity securities;
  1.11.2
 
 the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting,conversion, redemption or other rights attached to those equity securities;
  1.11.3
 
 the right to dispose or direct the disposition of those equity securities, or any part of a distribution in respect of those equity securities and to have the benefit of the proceeds,
  whose securities are held in the name of the Registered Shareholder acting as a Nominee for that person and“Beneficially Own” and “Beneficial Ownership” shall be construed accordingly;
  1.12
 
 ”Companies Act”
  as amended from time to time, or the Companies Act, 2008, when it comes into operation;
 1.13
 
 ”Constitution” means the articles of association of an Issuer and when the Companies Act, 2008 comes into force means the Memorandum
 of
 Incorporation  of the Issuer;
  1.14
 
 ”CSD” means Strate Limited, registration number 1998/022242/06, or its
  -in-title as a licensed
 central securities depository in terms of the SSA;
  1.15
 
 ”CSD Rules and Directives” means the rules and directives of the CSD;
  1.16
 
 ”CSDP” means the person, if applicable, that holds in custody and administers Your Specified BEE Securities or an interest in Your Specified BEE Securities and  that has been accepted in terms of section 34 of the SSA by a central securities depository as a participant in that central securities depository, which person is identified on the cover page of This BEE Contract;8
 1.17
 
 ”Empowerment Period” means as regards an Issuer, the period specified as such in that Issuer’s Additional Terms, being the period that Issuer’s BEE Securities are required to be Beneficially Owned by, or registered in the names of Own Name Clients which/who are, BEE Compliant Persons;
 1.18
 
 ”Encumbrance” means any encumbrance or any other arrangement which has a similar effect as the granting of security;
 1.19
 
 ”Extract” means if You are a natural person, a certified  copy  (or  a copy of a certified copy) of an extract from  Your identity book which is attached asAnnexure B  which either reflects that You were born in South  Africa or alternatively that the identity book was issued prior to 27 April 1994;
  
  8
 The CSDP will sign This BEE Contract as CSDP and as Registered
 Shareholder to the extent that the party defined as “You” is a
 
 non-controlled client of the CSDP or a client of the IH which IH is a
 
 non-controlled client of the CSDP. The CSDP will sign This BEE Contract  as CSDP to the extent that the party defined as “You” is an Own  Name Client.


“Forced Sale Value” means as regards an Issuer, the value specified as such in that Issuer’s Additional Terms, being the value determined for the purpose of the Specified Issuer exercising its rights in Part D;
   ”IH” means intermediate holder, being an intermediary with which You hold an account for the purposes of, inter alia, managing Your Specified BEE Securities, but which is not You, the JSE Member, the Registered Shareholder, the CSDP, the IHRS or the Issuers of Your Specified BEE Securities;
 9
    “IHRS” means intermediate holder, which is also the Registered Shareholder of Your Specified BEE Securities, being a Nominee with which You hold an account for the purposes of, inter alia, managing Your Specified BEE Securities;
 10
    "ISN” means an issuer sponsored nominee, which is approved as such by the Registrar of Financial Services Providers;
   “Issuers” means from time to time those companies which have issued BEE Securities which are listed on the BEE Segment;
   “JSE” means JSE Limited (registration number 2005/022939/06) (or its successor body);
   “JSE Member” means a member of the JSE, being a category of authorised user (as defined in section 1 of the SSA), which person is identified on the cover page of This BEE Contract;
 11
    “Naturalisation Affidavit” means the original affidavit to be attested to by You, if You are a natural person, in which You state under oath that You became a South African citizen prior to 27 April 1994 or, if You did not become a South African citizen prior to 27 April 1994, You warrant that You would have qualified for South African naturalisation prior to 27 April 1994 in the absence of the laws governing the apartheid  regime;
   “Nominee” means a person which acts as the registered holder of BEE Securities and manages an interest in BEE Securities on behalf of other persons, and which has been approved by:
   an exchange (as defined in the SSA) in terms of section 36(1)(a) of the SSA;
   the Registrar of Securities Services in terms of section 36(2) of the SSA; or
   a central securities depository (as defined in the SSA) in terms of section 36(1)(b) of the SSA;
   “
 Off Market
    “On Market” means on the BEE Segment, utilising the services of an authorised user (as defined in the SSA);
 
 9
 
 There may not always be an IH which is a party to This BEE Contract. The IH will sign as IH, but not as Registered Shareholder.
 
 
 
 10
 
 There may not always be an IHRS which is a party to This BEE Contract. The IHRS will sign as IHRS and as Registered Shareholder.
 
 
 
 11
 
 There may not always be a JSE Member which is a party to This BEE Contract. The JSE Member will sign as JSE Member and as Registered Shareholder, if applicable.
 
 
 
 12
 The Registered Shareholder always has to sign This BEE Contract. Own Name Clients tosign asRegistered Shareholder andastheparty defined as “You”.
 
 
 
   “Own Name Client” means a person whose own name is on the main register of an Issuer kept in terms of the Companies Act and in whom/which  the benefits of the bundle of rights attaching to the equity securities so registered in his/her/its name vest, which is typically evidenced by one or more of the following:
   the right or entitlement to receive any dividend or interest payable in respect of those equity securities;
   the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting, conversion, redemption or other rights attached to those equity securities;
   the right to dispose or direct the disposition of those equity securities, or any part of a distribution in respect of those equity securities and to have the benefit of the proceeds;
   “Registered Shareholder” means, as the context requires:
   the person in whose name, if You are a Beneficial Owner, all Your Specified BEE Securities will be registered (unless another person is the registered holder of a part of Your Specified BEE Securities listed on the BEE Segment and You have concluded a BEE Contract with that person, in respect of that part of Your Specified BEE Securities), which may include the CSDP, IHRS or JSE Member; or
   You, if You are an Own Name Client in respect of Your Specified BEE Securities,being the person identified as such in This BEE Contract;
 12
    “Sell” means sell or otherwise dispose of or transfer (including, but without limiting the generality of the aforegoing, by way of donation or dividend or distribution of assets) and “Sale” and “Sold” shall be construed accordingly;
   “Specified BEE Securities” means BEE Securities from time to time:
   of which You are the Beneficial Owner and which are held in dematerialised form in the name of the Registered Shareholder; and/or
   which are held in dematerialised form in Your name, if You are an Own Name Client;
   "Specified Issuers” means the relevant Issuers of Your Specified BEE Securities;
   “Specified Issuer’s Nominee” means a person nominated by a Specified Issuer to acquire the Specified BEE Securities issued by that Specified Issuer in the circumstances contemplated in clauses 17.2, 18.2, 18.4, 19.2, 19.4 and 24.2;
   “SSA” means the Securities Services Act, 2004, as amended; “This BEE Contract” means this contract made up of the generic terms set forth in this document which apply to all Issuers and, as regards each Specified Issuer, the Additional Terms
   “This BEE Contract” means this contract made up of the gerneric terms set forth in this document which apply to all Issuers and, as regards each Specified


The provisions of This BEE Contract contained in this document are divided into 5 (five) parts:
   introductory provisions and definitions used throughout This BEE Contract (Part A);
   provisions which apply for the duration of This BEE Contract, whether or not Specified BEE Securities are Beneficially Owned by You or registered in Your name as an Own Name Client (Part B);
   provisions which apply only whilst Specified BEE Securities are Beneficially Owned by You or registered in Your name as an Own Name Client and which are relevant to all Specified Issuers (Part C);
   provisions which apply only whilst Specified BEE Securities are Beneficially Owned by You or registered in Your name as an Own Name Client and which are relevant to a Specified Issuer and its Specified BEE Securities (Part D); and
      Any reference in this BEE Contract to You shall:
   if You are liquidated or sequestrated, as the case may be, be applicable also to and binding upon Your liquidator or trustee; or
   if You are a natural person and die, be applicable also to and binding upon Your executor.
   The CSDP is only a party to This BEE Contract to the extent that You are:
      a client of the IH (in which event the IH will be a party to This BEE Contract) which IH is a non- controlled client of the CSDP.
            a client of the IHRS, which IHRS is a non-controlled client of the CSDP, the CSDP will not be a party to This BEE Contract
 .
    In the event that any one of the IH, IHRS, JSE Member or CSDP is not a party to This BEE Contract, any reference in This BEE Contract to those of them which are not parties to This BEE Contract is to be read pro non scripto, as if they were not a party to This BEE Contract.
   The rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply.
      if You hold other BEE Securities in certificated form, You will have concluded a different contract to cover those BEE Securities and that contract will continue  to apply for so long as You continue to hold those BEE Securities in certificated form. If You dematerialise  any or all of those BEE Securities, those BEE Securities will become subject to This BEE Contract if You hold them as an Own Name Client or in the name of the Registered Shareholder;
   if You hold BEE Securities in dematerialised form and rematerialise any or all of these BEE Securities, but You have not concluded a contract with the relevant
 Issuer to cover those rematerialised BEE Securities, You will be required to conclude a different contract to This BEE Contract to cover those certificated BEE Securities and that contract will continue to apply for so long as You continue to hold those BEE Securities in certificated form;
   if You hold BEE Securities in dematerialised form in the name of an ISN as registered shareholder, which BEE Securities were held by You prior to the date of the listing on the BEE Segment of such BEE Securities, You will have concluded a different contract to cover those BEE Securities and that contract will continue  to apply for so long as You continue to hold those particular BEE Securities in dematerialised form in the name of an ISN as registered shareholder. Only in the event that You:
   acquired additional BEE Securities after the date of the listing on the BEE Segment of such BEE Securities, will You have been required to conclude This BEE Contract; or
   wish to replace the ISN as registered shareholder of those particular BEE Securities with another registered shareholder to hold some or all of those particular BEE Securities, will You be required to conclude a BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new registered shareholder;
   if You are a Beneficial Owner and wish to replace Your Registered Shareholder with another Registered Shareholder, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new Registered Shareholder and so will such person and the other parties to This BEE Contract and You shall not instruct the Registered Shareholder to transfer Your Specified BEE Securities, nor shall the Registered Shareholder act on any such instruction until a new BEE Contract has been concluded;
   if You are an Own Name Client and wish to register Your BEE Securities in the name of another person as Registered Shareholder, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new Registered Shareholder and so will such person and the other parties to This BEE Contract and if applicable, any intermediary which You appoint for the purposes of, inter alia, managing Your Specified BEE Securities;
   if You are a Beneficial Owner and wish to replace Your JSE Member with another JSE Member, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new JSE Member and so will such person and the other parties to This BEE Contract;
   if You are a Beneficial Owner and wish to replace Your IHRS with another Nominee, You will be required to conclude a new BEE Contract in respect of those of Your BEE Securities which are transferred to such person as the new IHRS and so will such person and the other parties to This BEE Contract;


8.8
 
 if You are a Beneficial Owner and wish to replace Your  IH with another intermediary for the purposes of,  inter alia, managing Your Specified BEE Securities, You  will be required to conclude a new BEE Contract in  respect of those of Your BEE Securities which are to  be inter alia managed by such person as the new IH and so will such person and the other parties to This BEE Contract;
 
 8.9
 
 if You wish to replace Your CSDP with another person, You will be required to conclude a new BEE Contract   in respect of those of Your BEE Securities for which such person as the new CSDP will be providing You  with securities services (as defined in the SSA) and so will such person and the other parties to This BEE  Contract;
 
 8.10
 
 if You are a Beneficial Owner and wish to hold Your Specified BEE Securities in Your name as an Own Name Client:
 
 8.10.1
 
 but did not conclude This BEE Contract with a CSDP,  You will be required to conclude a new BEE Contract  in respect of those of Your BEE Securities for which such person as the new CSDP will be providing You  with securities services (as defined in the SSA) and so will such person, but to the extent that a  Registered Shareholder, JSE Member, IHRS or IH are parties to  This BEE Contract, none of them will be required to  conclude the new BEE Contract; or
 
 8.10.2
 
 did conclude This BEE Contract with a CSDP, You will  be required to sign This BEE Contract as Registered Shareholder in respect of those of Your BEE Securities which will be registered in Your name.
 
 PART B: Provisions which apply for the duration of this BEE contract, whether or  not specified BEE securities are beneficially owned by you or registered in your name as an own name client
 
 9.
 
 DURATION
  9.1
 
 This BEE Contract shall remain in force from the date  of Your signature hereof until the earlier of:
 
 9.1.1
 
 the replacement of This BEE Contract with a new  BEE Contract in the circumstances contemplated in clauses 8.4 to 8.10; or
 
 9.1.2
 
 the end of the last remaining Empowerment Period of all Issuers.
 
 9.2
 
 Notwithstanding the provisions of clause 9.1, the expiration or termination of This BEE Contract shall  not affect such of the provisions of This BEE Contract  as expressly provide that they will operate after any  such expiration or termination or which of necessity  must continue to have effect after such expiration  or termination, notwithstanding that the clauses themselves do not expressly provide for this.
 
 
 10.
 
 SCOPE AND NATURE
  10.1
 
 This BEE Contract will govern all Your Specified BEE Securities from time to time (other than those held in the name of an ISN as registered shareholder, which  BEE Securities were held by You prior to the date of  the listing on the BEE Segment of such BEE Securities)  and will continue in force (unless a new BEE Contract is signed in the circumstances contemplated in clauses 8.4 to 8.10), notwithstanding the fact that  You may
 Sell all of the Specified BEE Securities from time to time, in order to avoid the necessity for You to sign a new BEE Contract every time that You become the Beneficial Owner of Specified BEE Securities or Specified BEE Securities are registered in Your name as an Own Name Client.
 10.2
 
 Notwithstanding that This BEE Contract will govern all Your Specified BEE Securities in accordance with clause 10.1 and govern Your relationship potentially with many Specified Issuers, the parties agree that This BEE Contract will be treated as a separate contract between a particular Specified Issuer and the other parties to This BEE Contract (other than the other Issuers, as if none of such other Issuers were parties to it).
 11.
 
 WARRANTIES
 11.1
 
 You as Beneficial Owner warrant in favour of the JSE, the Registered Shareholder, CSDP, JSE Member, IH and IHRS that for the duration of This BEE Contract any information provided by You to the Registered Shareholder, CSDP, JSE Member, IH, IHRS or the JSE will be true and complete unless You advise them in writing to the contrary.
 11.2
 
 You acknowledge that the JSE, the Registered Shareholder, CSDP, JSE Member, the IH and/or the IHRS will rely on the truth and completeness of the above warranty.
 11.3
 
 The warranty in clause 11.1 is material.
 11.4
 
 You as Own Name Client warrant in favour of the JSE, CSDP and JSE Member that for the duration of This BEE Contract any information provided by You to the JSE, CSDP or JSE Member, will be true and complete unless You advise them in writing to the contrary.
 11.5
 
 You as Own Name Client acknowledge that the JSE, CSDP and JSE Member will rely on the truth and completeness of the above warranty.
 11.6
 
 The warranty in clause 11.4 is material.
 12.
 
 UNDERTAKINGS
 12.1
 
 You undertake at Your cost, to provide the CSDP, Registered Shareholder, JSE Member, the IH and the IHRS, as the case may be, on signature of This BEE Contract with:
 12.1.1
 
 if You are a natural person:
 12.1.1.1
 
 an Extract (to be attached as Annexure B to This BEE Contract) which either reflects that You were born in South Africa, alternatively that Your identity book was issued prior to 27 April 1994, and if neither of those is the case, You shall provide a Naturalisation Affidavit (to be attached as Annexure C to This BEE Contract);
 
 12.1.1.2
 
 any other documentation reasonably required by the CSDP, Registered Shareholder, JSE Member, IH or the IHRS, as the case may be, in order to satisfy itself that You are a BEE Compliant Person;
 
 12.1.2
 
 if You are not a natural person:


a BEE Certificate which is unexpired (to be attached as Annexure D to This BEE Contract); and
   any other documentation reasonably required by the CSDP, Registered Shareholder, JSE Member, IH or the IHRS in order to satisfy itself that You are a BEE Compliant Person.
   If you are a controlled client of the JSE Member or a client of a controlled client of the JSE Member in respect of Your Specified BEE Securities, the JSE Member undertakes in favour of each Specified Issuer:
   as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person; and
   to retain the signed original version of This BEE Contract.
   If You are a client of the IH in respect of Your Specified BEE Securities and the IH is a controlled client of the JSE Member:
   the IH undertakes in favour of each Specified Issuer as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person;
   the JSE Member undertakes in favour of each Specified Issuer:
 12.2.5.1
 
 to check that the IH has signed This BEE Contract in its  capacity as IH; and
 
 12.2.5.2
 
 to retain the signed original version of This BEE Contract;
 
   If You are a non-controlled client of the CSDP in respect of Your Specified BEE Securities, the CSDP undertakes in favour of each Specified Issuer:
   as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person; and
   to retain the signed original version of This BEE Contract.
   If You are an Own Name Client in respect of Your Specified BEE Securities, the CSDP undertakes in favour of each Specified Issuer:
   as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person;
   to ensure that You sign This BEE Contract as the party defined as “You” and Registered Shareholder; and
   to retain the signed original version of This BEE Contract.
   If You are a Beneficial Owner which/who is client of the IH in respect of Your Specified BEE Securities and the IH is a non-controlled client of the CSDP:
   the IH undertakes in favour of each Specified Issuer as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person;
      to check that the IH has signed This BEE Contract in its capacity as IH; and
      If You are a Beneficial Owner which/who is client of the IHRS in respect of Your Specified BEE Securities and the IHRS is a non-controlled client of the CSDP, the IHRS undertakes in favour of each Specified Issuer:
   as regards You, to perform the checks set out in Annexure A, depending on whether You are a natural person or a person other than a natural person; and
   to retain the signed original version of This BEE Contract.
 PART C: Provisions which apply only whilst specified BEE securities are beneficially owned by you or registered in your name as an own name client and which are applicable to all specified issuers
  13.
 
 WARRANTIES
   You warrant in favour of each of the Specified Issuers that:
      You will be the Beneficial Owner of the Specified BEE Securities or the Specified BEE Securities will be registered in Your name as an Own Name Client, as the case may be;
   each warranty provided by You in clauses 13.1.1, 13.1.2 and 32 is and will be true from the date that You acquire that Specified Issuer’s BEE Securities and:
   in respect of each warranty provided by You in clauses 13.1.1 and 32 will continue to be true for so long as You hold that Specified Issuer’s Specified BEE Securities; and
   in respect of the warranty provided by You in clause 13.1.2 will continue to be true for so long as You hold that Specified Issuer’s Specified BEE Securities either as Beneficial Owner or Own Name Client, as the case may be;
   the information provided by You in This BEE Contract is true and complete as at the date of signature hereof.
   You acknowledge that each Specified Issuer will rely on the truth and completeness of the above warranties when recording Your details as:
   the Beneficial Owner of that Specified Issuer’s Specified BEE Securities; or
   an Own Name Client in whose name that Specified Issuer’s Specified BEE Securities are registered, as the case may be.
   All the warranties given by You in clause 13.1 are material.
  14.
 
 YOUR UNDERTAKINGS
 You undertake whilst Your Specified BEE Securities are Beneficially Owned by You or registered in Your name  as an Own Name Client:


14.2
 
 at Your cost, to provide the CSDP, the Registered Shareholder, the IH, IHRS and the JSE Member on an annual basis and a Specified Issuer within 30 (thirty) days of its written request to You, with:
 14.2.1
 
 if You are a natural person, any documentation reasonably required by a Specified Issuer in order to satisfy itself that You are a BEE Compliant Person;
 14.2.2
 
 if You are not a natural person:
 14.2.2.1
 
 a BEE Certificate which is unexpired (to replace any BEE Certificate attached as Annexure D to This BEE Contract which has expired);
 14.2.2.2
 
 any other documentation reasonably required by the Issuer in order to satisfy itself that You are a BEE Compliant Person. For the sake of clarity, You shall not be obliged to furnish any Issuer other than a Specified Issuer with the aforegoing.
 
 15.
 
 PLEDGES AND OTHER ENCUMBRANCES
 If the Additional Terms of a Specified Issuer permit of pledges or any other form of Encumbrance in respect of the Specified BEE Securities issued by that Specified Issuer, You may pledge or otherwise Encumber or cause the pledging or Encumbrance of those Specified BEE Securities subject to compliance
 with the Additional Terms of that Specified Issuer and with the following:
 15.1
 
 You acknowledge that in order to ensure that those Specified BEE Securities are held only by BEE Compliant Persons, You, the CSDP, the Registered Shareholder, the IH, the IHRS and/or the JSE Member, as the case may be, is/are only permitted to Encumber or record the Encumbrance of those Specified BEE Securities at any time during the existence of This BEE Contract at Your request, provided that:
 15.1.1
 
 if the security is realised those Specified BEE Securities must only be Sold to a BEE Compliant Person who/which binds herself/himself/itself to a BEE Contract prior to taking transfer of those Specified BEE Securities; and
 15.1.2
 
 the terms of the agreement in respect of such Encumbrance shall expressly provide that if the security is realised those Specified BEE Securities  must only be Sold to a BEE Compliant Person who/ which binds herself/himself/itself either as a Beneficial Owner or an Own Name Client to a BEE Contract prior to taking transfer of those Specified BEE Securities. You shall procure that a copy of such agreement  in respect of such Encumbrance is delivered to the Specified Issuer.
 15.1.3
 
 You warrant in favour of the Specified Issuers that the agreement in respect of such Encumbrance shall contain the required provision referred to in clause 15.1 and that You shall not enter into or permit the entering into of any such agreement without such provision.
 16.
 
 PROVISIONS APPLICABLE TO OFF MARKET TRANSFERS OF YOUR SPECIFIED BEE SECURITIES
 16.1
 
 If You Sell any of the Specified BEE Securities or cause any of the Specified BEE Securities to be Sold Off Market other than to a Specified Issuer’s Nominee, it is Your responsibility to make sure that:
 16.1.1
 
 the person to whom/which those Specified BEE Securities are Sold, either being the new Beneficial Owner or an Own Name Client in whose name those Specified BEE Securities are to be registered, is in fact a BEE Compliant Person; and
 16.1.2
 
 a BEE Contract is signed by the person to whom/which those Specified BEE Securities are Sold, either being the new Beneficial Owner or an Own Name Client in whose name those Specified BEE Securities are tobe registered (unless such new Beneficial Owner or Own Name Client has already signed such a contract), the registered shareholder (only for a new Beneficial Owner), a central securities depository participant and if applicable, a JSE member, and the person with whom the new Beneficial Owner or Own Name Client holds an account for the purposes of, inter alia, managing these Specified BEE Securities, and procure that a copy of such contract is delivered to the Specified Issuer of those Specified BEE Securities.
 16.1.3
 
 You undertake for the duration of This BEE Contract, not to permit the Sale Off Market of any of the Specified BEE Securities or any rights or interests therein, nor to instruct the Registered Shareholder, the CSDP, the JSE Member, the IH or the IHRS, as the case may be, to effect transfer or permit the transfer of those BEE Securities on Your behalf, to any person who/which is not a BEE Compliant Person and who/ which has not signed a BEE Contract.
 17.
 
 BREACH
 17.1
 
 If at any time during the existence of This BEE Contract:
 17.1.1
 
 You have misrepresented that You are a BEE Compliant Person or have in any way committed a breach of any of the warranties given by You and set out in This BEE Contract;
 17.1.2
 
 You breach any of Your obligations set out in clauses 8.2 to 8.10, 12, 14, 15, 16 or 20 of This BEE Contract; or
 17.1.3
 
 17.1.3  You have made a fraudulent or untrue statement in This BEE Contract or any documents provided by You to the CSDP, JSE Member, IH, IHRS or the Registered Shareholder, You shall immediately notify all Specified Issuers, the JSE, the Registered Shareholder, CSDP, JSE Member, IH and IHRS in writing.
 17.2
 
 At any time after learning of the occurrence of an event contemplated in clause 17.1, any Specified Issuer (or the Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You  the Specified BEE Securities issued by that Specified Issuer by giving You and if You are a Beneficial Owner, the Registered Shareholder written notice, in which event a Sale of those Specified BEE Securities shall  be deemed to have been concluded on the following terms and conditions:


17.2.1
 
 those Specified BEE Securities shall be acquired with effect from the day prior to the date of the occurrence of an event contemplated in clause 17.1;
 17.2.2
 
 the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as at the date of the occurrence of the relevant event, discounted by the percentage set out in that Specified Issuer’s Additional Terms, if any;
 17.2.3
 
 the purchase price as calculated in terms of clause 17.2.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while  You were in breach, shall be payable against the registration of those Specified BEE Securities in the name of that Specified Issuer’s Nominee, if the Specified Issuer’s Nominee acquires those Specified BEE Securities, or upon the cancellation of these Specified BEE Securities if the Specified Issuer buys back those Specified BEE Securities;
 17.2.4
 
 those Specified BEE Securities and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that:
 17.2.4.1
 
 You are the Beneficial Owner, and the Registered Shareholder is the registered holder, of those Specified BEE Securities, or You are an Own Name Client in whose name those Specified BEE Securities are registered, as the case may be; and
 17.2.4.2
 
 no person has any right of any nature whatsoever to acquire these Specified BEE Securities.
 
 18.
 
 DEATH
 18.1
 
 If You are a natural person who dies during the existence of This BEE Contract, then:
 18.1.1
 
 the Specified Issuers (or the Specified Issuers’ Nominees) shall not have the right to buy Your Specified BEE Securities issued by those Specified Issuers pursuant to clause 17 even though those Specified BEE Securities as a result may now be held in breach of the requirements of This BEE Contract, unless clause 18.2 applies;
 18.1.2
 
 instead of having to do so immediately, the executor of Your estate shall have the additional periods as set out in the Additional Terms of each Specified Issuer  in relation to each Specified Issuer’s Specified BEE Securities commencing on the date of Your death, to:
 18.1.2.1
 
 transfer the Specified BEE Securities, subject to compliance with clause 16, to Your heir/s provided that such heir/s is/are a BEE Compliant Person/s; or
 18.1.2.2
 
 Sell the Specified BEE Securities to any BEE Compliant Person, and the executor of Your estate shall instruct the Registered Shareholder to take whatever steps are necessary, and the Registered Shareholder shall be obliged to take such steps, in order to effect any such transfer or Sale of the Specified BEE Securities, as the case may be.
 18.2
 
 If the executor of Your estate and/or the Registered Shareholder have not complied with their obligations in clause 18.1 as regards Specified BEE Securities of a
 particular Specified Issuer, that Specified Issuer (or that Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from the executor of Your estate those Specified BEE Securities by written notice to the executor of Your estate and the Registered Shareholder, in which event a Sale of those Specified BEE Securities shall be deemed to have been concluded on the following terms and conditions:
 18.2.1
 
 those Specified BEE Securities shall be acquired with effect from the day prior to the date of Your death;
 18.2.2
 
 the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as at the date of the written notice from that Specified Issuer (or the Specified Issuer’s Nominee) to the executor of Your estate and the Registered Shareholder, discounted by the percentage set out in that Specified Issuer’s Additional Terms, if any or as applicable;
 18.2.3
 
 the purchase price as calculated in terms of clause 18.2.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while the executor of Your estate and/or the Registered Shareholder was in breach of clause 18.1.2, shall be payable against the registration of those Specified BEE Securities in the name of that Specified Issuer’s Nominee or upon the cancellation of those Specified BEE Securities;
 18.2.4
 
 those Specified BEE Securities shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that:
 18.2.4.1
 
 Your executor is the Beneficial Owner, and the Registered Shareholder is the registered holder, of these Specified BEE Securities, or Your executor is an Own Name Client in whose name those Specified BEE Securities are registered, as the case may be; and
 18.2.4.2
 
 no person has any right of any nature whatsoever to acquire those Specified BEE Securities.
 18.3
 
 If You are not a natural person and any of Your shareholders, members, participants or beneficiaries die, as a result of which, during the existence of This BEE Contract, You are no longer a BEE Compliant Person, then:
 18.3.1
 
 the Specified Issuers (or the Specified Issuers’ Nominees) shall not have the right to buy the Specified BEE Securities issued by those Specified Issuers pursuant to clause 17 even though those Specified BEE Securities as a result may now be held in breach of the requirements of This BEE Contract unless clause 18.4 applies;
 18.3.2
 
 instead of having to remedy the breach caused by the death immediately, You shall have the additional periods as set out in the Additional Terms of each Specified Issuer in relation to each Specified Issuer’s Specified BEE Securities commencing on the date of the death to Sell the Specified BEE Securities to  a BEE Compliant Person and instruct the Registered Shareholder to take whatever steps are necessary, and the Registered Shareholder shall be obliged to take such steps, in order to give effect to any such Sale of the Specified BEE Securities by effecting


Issuer’s Specified BEE Securities out of the account in the name of the Registered Shareholder into an account in the name of the registered shareholder of that BEE Compliant Person.
   If the Specified BEE Securities of a particular Specified Issuer have not been Sold or the breach caused by the death has not otherwise been remedied within the additional period as set out in the Additional Terms of  a particular  Specified Issuer commencing on the date of the death in question, that Specified Issuer (or that Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You those Specified BEE Securities which that Specified Issuer has issued by giving You (if not a natural person) and the Registered Shareholder written notice, in which event a Sale  of those Specified BEE Securities shall be deemed to have been concluded on the following terms and conditions:
 
   those Specified BEE Securities shall be acquired with effect from the day prior to the date of the death in question;
 
   the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as  at the date of the written notice from the Specified Issuer (or the Specified Issuer’s Nominee) to You (if
 
  natural person) and the Registered Shareholder, discounted by the percentage as set out in the Additional Terms of that Specified Issuer, if any or as applicable;
 
   the purchase price as calculated in terms of clause 18.4.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit during  the period in which You have been in breach of
 
  18.3.2, shall be payable against the registration  of those Specified BEE Securities in the name of that Specified Issuer’s Nominee or upon the cancellation of those Specified BEE Securities;
 
   those Specifi  BEE Securities and claims, if any, shall  be purchased voetstootsand without any warranties   or representations of any nature whatsoever, save that:
 
   You are the Beneficial Owner, and the Registered Shareholder is the registered holder, of those Specified BEE Securities, or You are an Own Name Client in whose name those Specified BEE Securities are registered, as the case may be; and
 
   no person has any right of any nature whatsoever to acquire those Specified BEE Securities.
 
 19.
 
 INVOLUNTARY INSOLVENCY/LIQUIDATION
 
   If You are a natural person who is involuntarily sequestrated (whether provisionally or finally), during the existence of This BEE Contract, then:
 
   the Specified Issuers (or the Specified Issuers’ Nominees) shall not have the right to buy the Specified BEE Securities issued by those Specified Issuers pursuant to clause 17 even though those Specified BEE Securities as a result may now be held in breach of the requirements of This BEE Contract  unless clause 19.2 applies;
 
   instead of having to do so immediately, the trustee shall have the additional periods as set out in the
   commencing on the date of Your provisional sequestration, to Sell the Specifi
 subject to compliance  with clause 16, to any BEE Compliant Person and the trustee shall instruct the Registered Shareholder to take whatever steps are necessary, and the Registered Shareholder shall be obliged to take such steps, in order to give effect any such Sale of the Specifi
 effecting transfer of each Specifi Issuer’s SpecifiBEE Securities out of the account in the name of the Registered Shareholder into an account in the name of the registered shareholder of that BEE Compliant Person.
   If the trustee and/or the Registered Shareholder have not complied with their obligations in clause 19.1 as regards Specified BEE Securities of a particular Specified Issuer, that Specified Issuer (or that Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You those Specified BEE Securities by written notice to the trustee and the Registered Shareholder, in which event a Sale of those Specified BEE Securities shall be deemed to have been concluded on the following terms and conditions:
   those Specified BEE Securities shall be acquired with effect from the day prior to Your provisional sequestration;
   the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as at the date of the written notice from that Specified Issuer (or the Specified Issuer’s Nominee) to the trustee and the Registered Shareholder, discounted by the percentage set out in the Additional Terms of that Specified Issuer, if any or as applicable;
   the purchase price as calculated in terms of clause 19.2.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while the trustee and/or the Registered Shareholder was in breach of clause 19.1.2, shall be payable against the registration of those Specified BEE Securities in the name of that Specified Issuer’s Nominee or upon the cancellation of those Specified BEE Securities;
    shall be purchased voetstoots and without any warranties  or representations of any nature whatsoever, save that:
   You are the Beneficial Owner, and the Registered Shareholder is the registered holder, of those Specified BEE Securities, or You are an Own Name Client in whose name those Specified BEE Securities are registered, as the case may be; and
   no person has any right of any nature whatsoever to acquire those Specified BEE Securities.
   If You are not a natural person and either You or any of Your shareholders, members, participants or beneficiaries are involuntarily liquidated (provisionally or finally), as
 a


the Specified Issuers (or the Specified Issuers’ Nominees) shall not have the right to buy the Specified BEE Securities issued by those Specified Issuers pursuant to clause 17 even though those Specified BEE Securities as a result may now be held in breach of the requirements of This BEE Contract  unless clause 19.4 applies;
 
   if it is not possible for the breach to be remedied, Your liquidator or You (if any of Your shareholders, members, participants or beneficiaries are involuntarily liquidated), as the case may be, can Sell the Specified BEE Securities to a BEE Compliant Person;
 
   instead of having to do so immediately, Your  liquidator or You, as the case may be, and the  Registered Shareholder shall have the additional periods as set out in the Additional Terms of each  Specified Issuer in relation to each Specified Issuer’s Specified BEE Securities commencing on the date of  Your or Your shareholder’s, member’s, participant’s  or beneficiary’s provisional liquidation, to Sell the Specified BEE Securities to any BEE Compliant Person and Your liquidator or You, as the case may be, shall instruct the Registered Shareholder to take whatever steps are necessary, and the Registered Shareholder shall be obliged to take such steps, in order to effect any such Sale of the Specified BEE Securities.
 
   If the Specified BEE Securities have not been Sold  or the breach caused by the liquidation has not
 
 otherwise been remedied within the additional period as set out in the Additional Terms of a particular  Specified Issuer commencing on the date of Your
 participant’s or  beneficiary’s involuntary liquidation, that Specified Issuer (or that Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You  those Specified BEE Securities which that Specified Issuer has issued by giving Your liquidator or You,  as the case may be, and the Registered Shareholder written notice, in which event a Sale of those
 deemed to have been concluded on the following term and conditions:
 
   those Specified BEE Securities shall be acquired with effect from the day prior to Your or Your
 
 shareholder’s, member’s, participant’s or beneficiary’s provisional  liquidation;
 
   the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as  at the date of the written notice from that Specified Issuer (or the Specified Issuer’s Nominee) to Your  liquidator or You, as the case may be, and the
 Shareholder, discounted by the percentage  set out in the Additional Terms of each Specified  Issuer, if any or as applicable;
 
   the purchase price as calculated in terms of clause 19.4.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while Your liquidator or You, as the case may be, and/or the Registered Shareholder was in breach of clause 19.3.2, shall be payable against the registration of those Specified BEE Securities in the name of that
 Specified Issuer’s Nominee or upon the cancellation of those Specified BEE Securities;
   those Specified BEE Securities and claims, if any, shall be purchased voetstootsand without any warranties or representations of any nature whatsoever, save that:
   You are the Beneficial Owner, and the Registered Shareholder is the registered holder, of those Specified BEE Securities, or You are an Own Name Client in whose name those Specified BEE Securities are registered, as the case may be; and
   no person has any right of any nature whatsoever to acquire those Specified BEE Securities.
 20.
 
 OBLIGATION ON REGISTERED SHAREHOLDER TO PROCURE TRANSFER OF SPECIFIED BEE SECURITIES
 In respect of clauses 17.2, 18.2, 18.4, 19.2, 19.4 and 24.2, the Registered Shareholder will be obliged within 10 (ten) days after receipt of notice from a Specified Issuer, to instruct the CSDP to effect transfer of the Specified BEE Securities issued by that Specified Issuer out of the account in the name of the Registered Shareholder into an account in the name of that Specified Issuer’s Nominee, unless the Specified Issuer has elected itself to buy back those Specified BEE Securities.
 21.
 
 INDEMNITY
   By virtue of You having purchased Specified BEE Securities on the BEE Segment during the existence of This BEE Contract, You indemnify the Registered Shareholder, JSE Member, CSDP, the IH and IHRS  and their directors, employees, servants, agents or contractors or other persons for whom in law they may be liable against:
   any claims, demands, actions or proceedings made or instituted against the Registered Shareholder, JSE Member, CSDP, IH or IHRS by any person including Specified Issuers; and
   any loss or damage of any kind suffered by any person in the event that the Registered Shareholder, JSE Member, CSDP, IH or IHRS should breach any of the JSE’s Equities Rules and Directives applicable to the BEE Segment or the provisions of This BEE Contract, as a consequence of any act or omission on Your part, including Your breach of any provisions of This BEE Contract or the JSE’s Equities Rules and Directives.
   You waive against the directors, employees, servants, agents or contractors of the Registered Shareholder, JSE Member, CSDP, IH and IHRS, or other persons for whom in law the Registered Shareholder, JSE Member, CSDP, IH or IHRS may be liable any claims which You may have if the Registered Shareholder permits any of the Specified BEE Securities to be Sold to any Specified Issuer’s Nominee in accordance with clauses 17.2, 18.2, 18.4, 19.2, 19.4 or 24.2, as a consequence of any breach by You of the provisions of This BEE Contract or the JSE’s Equities Rules and Directives.


Clauses 21.1 and 21.2 constitute stipulatio alteri for  the benefit of the directors, employees, servants,  agents or contractors of the Registered Shareholder,  JSE Member, CSDP, IH and IHRS or other persons for  whom in law the Registered Shareholder, JSE Member,  CSDP, IH or IHRS may be liable, which they will be  entitled to accept at any time by notifying You in  writing of their acceptance.
 
   You, the JSE Member, CSDP, IH and IHRS acknowledge that the Registered Shareholder is obliged to   instruct the CSDP to effect the necessary transfers  of Specified BEE Securities issued by a particular
 of the account in the name of the Registered Shareholder into an account in the name of that Specified Issuer’s Nominee in order to give effect to any Sale referred to in clauses 20 and 25.
 
 PART D: Provisions which apply only whilst specified securities are beneficially owned by you or registered in your name as an own name client and which are relevant
 to a specified issuer and its specified BEE Securities
 22.
 
 UNDERTAKING
 The CSDP, Registered Shareholder, JSE Member, IH or  IHRS, whichever holds the original signed copy of This BEE Contract, undertakes in favour of each Specified  Issuer at that Specified Issuer’s cost:
 
   to furnish a copy of This BEE Contract within 5 (five)  days of request, to the JSE at the JSE’s request if the first acquisition by You of Specified BEE Securities is On Market, and to the CSDP, at the CSDP’s request if  the first acquisition by You of Specified BEE Securities  is Off Market, as the case may be, so that the JSE or  the CSDP, as the case may be, can notify the Specified  Issuers whose Specified BEE Securities have been acquired, that a BEE Contract has been concluded; and
 
   to furnish a notarial copy of This BEE Contract, or procure that a notarial copy of This BEE Contract is  furnished, to a Specified Issuer within 10 (ten) days of a Specified Issuer’s written request to the Registered Shareholder, if a Specified Issuer requires such  notarial copy in order to enforce This BEE Contract in a  court of law.
 
 23.
 
 ACCESS TO INFORMATION
 
   You consent to any of the Specified Issuer, the  Specified Issuer’s Nominee, the Registered Shareholder, JSE Member, CSDP, IH or IHRS furnishing  This BEE Contract and any information, whether oral  or written, relating to Your holding of Your Specified BEE Securities and any Encumbrances over Your  Specified BEE Securities, to any person (including the JSE) for the purposes of enabling it to:
 
    
     and Directives, the JSE Listings Requirements, the constitutional documents of the Issuer, This BEE Contract or any other agreement concluded by any of
 them. You also consent to the JSE (in whose favour this clause constitutes a stipulation for the benefit of a third party which is open for its acceptance) using  any
   24.
 
 BREACH
 
   If at any time during the existence of This BEE Contract:
 
   You breach any of Your obligations set out in clauses 8.2, 14.2, 22 or 25 in relation to a Specified Issuer or clauses 15 (if applicable) or 16 in relation to Specified BEE Securities issued by a particular Specified Issuer; or
 
   You have made a fraudulent or untrue statement inThis BEE Contract or any documents provided by You to a Specified Issuer,
  
   At any time after learning of the occurrence of an event contemplated in clause 24.1, that Specified Issuer (or the Specified Issuer’s Nominee) shall be entitled, but shall not be obliged to buy from You the  Specified BEE Securities  issued by that particular Specified Issuer by giving You and the Registered  Shareholder written notice, in which event a Sale
 Securities shall be deemed to have been concluded on the following terms and conditions:
 
   those Specified BEE Securities shall be acquired with effect from the day prior to the date of the occurrenceof an event contemplated in clause 24.1;
 
   the purchase price of those Specified BEE Securities shall be the Forced Sale Value thereof calculated as  at the date of the occurrence of the relevant event,
 
 discounted by the percentage set out in that Specified Issuer’s Additional Terms, if any;
 
   the purchase price as calculated in terms of clause 24.2.2, less an amount equal to the amount of dividends paid by that Specified Issuer to the Registered Shareholder for Your benefit while You were in breach, shall be payable against the registration of those Specified BEE Securities in the name of that Specified Issuer’s Nominee, if that Specified Issuer’s Nominee acquires those Specified BEE Securities, or upon the cancellation of these Specified BEE Securities if that Specified Issuer buys back those Specified BEE Securities;
 
   those Specified BEE Securities and claims, if any, shall be purchased voetstootsand without any warranties or representations of any nature whatsoever, save that:
 
   You are the Beneficial Owner, and the Registered Shareholder is the registered holder, of those Specified BEE Securities, or You are an Own Name Client in whose name those Specified BEE Securities are registered, as the case may be; and
 
   no person has any right of any nature whatsoever to acquire those Specified BEE Securities.


25.
 
 OBLIGATION ON REGISTERED SHAREHOLDER TO PROCURE TRANSFER OF SPECIFIED BEE SECURITIES
 
 In respect of clause 24.2, the Registered Shareholder will be obliged within 10 (ten) days after receipt of notice from that Specified Issuer, to instruct the CSDP to
 effect transfer of the Specified BEE Securities issued by
 that Specified Issuer out of the account
 in the name of the Registered Shareholder into an
 account in the name of that Specified Issuer’s Nominee.
 PART E: Miscellaneous
 26.
 
 RIGHTS FOR THE BENEFIT OF THE SPECIFIED ISSUER AND THE SPECIFIED ISSUER’S NOMINEE
 
 The provisions of This BEE Contract, save for clauses 11, 12 and 21, constitute a stipulatio alteri for
 the benefit of each of the Specified Issuers and each of the Specified Issuers’ Nominees, which any of them
 will be entitled to accept at any time. Notwithstanding the fact that there will be many Specified Issuers which will be parties to This BEE Contract, in the event that a Specified Issuer wants to accept the benefits under This BEE Contract, that Specified Issuer shall  not be obliged to notify the other Specified Issuers of such
 acceptance.
 27.
 
 ADDRESS FOR SERVICE
 
 27.1
 
 The parties choose as their addresses for service  for all purposes under This BEE Contract, whether in respect of court process, notices or other documents or communications of whatsoever nature, the addresses set out in the cover page of This BEE Contract. The Issuer chooses its registered office as  its address for service for all purposes under This  BEE Contract, whether in respect of court process,  notices or other documents or communications of  whatsoever nature, but in the case of notices they shall be marked for the attention of the company  secretary.
 
 27.2
 
 Any notice or communication required or permitted to be given in terms of This BEE Contract shall be valid  and effective only if in writing, whether delivered by hand, by post, by telefax or electronically.
 
 27.3
 
 Any party may by notice to the other parties change the physical address chosen as its address for service to another physical address where postal delivery occurs in the Republic of South Africa or its postal address, telefax number or e-mail address provided that the change shall become effective on the 7th (seventh) business day from the deemed receipt of the notice by the other parties.
 
 27.4
 
 Any notice to a party:
 
 27.4.1
 
 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to its chosen address for service shall be deemed to have been received on the 7th (seventh) business day after posting (unless the contrary is proved);
 
 27.4.2
 
 delivered by hand to a responsible person during ordinary business hours at its chosen address for service shall be deemed to have been received on
 the day of delivery;
 27.4.3
 
 sent by telefax to its chosen telefax number shall be deemed to have been received on the date of despatch (unless the contrary is proved); or
 27.4.4
 
 sent electronically to its chosen e-mail address, shall be deemed to have been received on the date of despatch (unless the contrary is proved).
 27.5
 
 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it, notwithstanding that it was not sent to or delivered at its chosen address for service.
 28.
 
 EXTENSION OF TIME, WAIVER OR RELAXATION
 No extension of time or waiver or relaxation of any of the provisions or terms of This BEE Contract or any
 contract, bill of exchange or other document issued or
 executed pursuant to or in terms of This BEE Contract,
 which is furnished by any Specified Issuer, shall operate as an estoppel against any party in respect of its rights
 under This BEE Contract, nor shall it operate so as to preclude such party (save as to any extension, waiver or relaxation actually given) thereafter from exercising its rights strictly in accordance with This BEE Contract.
 29.
 
 CESSION
 29.1
 
 A Specified Issuer shall be entitled at any time and without consent of the parties to This BEE Contract to cede all or any of its rights and delegate all or any of its obligations in terms of This BEE Contract to any third party whomsoever.
 29.2
 
 Each of the CSDP and the JSE Member shall be entitled to assign all of its rights and obligations in terms of This BEE Contract as an indivisible whole (provided that includes any liabilities under This BEE Contract which may have arisen prior to such assignment) to any successor-in-title to that CSDP’s business or JSE Member’s business, as the case may be, provided that successor-in-title to that CSDP’s business or JSE Member’s business, as the case may be, has signed a contract in the form of This BEE Contract.
 29.3
 
 Save for a Specified Issuer, the CSDP and the JSE Member, the parties to This BEE Contract shall not be entitled to cede any of their rights or delegate any of their obligations in terms of This BEE Contract to any person whomsoever.
 30.
 
 AMENDMENT
 You, the Registered Shareholder, the CSDP, the JSE Member, IH and the IHRS agree that This BEE Contract cannot be amended by any of you without the prior
 written consent of all the Specified Issuers.


31.
 
 EXECUTION IN COUNTERPARTS
 This BEE Contract may be executed in several counterparts, each of which shall together constitute
  32.
 
 ADDITIONAL TERMS
 By placing Your signature in the space provided below* You warrant that You:
   acknowledge and understand that This BEE Contract comprises:
      as regards each Specified Issuer, its Additional Terms which form an integral part of This BEE Contract;
   acknowledge and confirm that You have read and understood, and are bound by, the generic terms set forth in This BEE Contract and the Additional Terms specific to each Issuer whose BEE Securities are already listed on the BEE Segment;
   acknowledge and confirm that in respect of any BEE Securities which are to be listed on the BEE Segment after Your signature of This BEE Contract, You will read that Issuer’s Additional Terms before You acquire that Issuer’s BEE Securities and by trading in such Specified BEE Securities You agree that You will be bound by such Additional Terms as an integral part of This BEE Contract.
 
 Signature
 
 
 Name Date
 Place Witness
 Witness
 
 
 Signature
 
 
 Name Date
 Place Witness
 Witness
 
 
 Signature
 
 
 Name Date
 Place Witness
 Witness
 
 
 13
 
 The Beneficial Owner always has to sign This BEE Contract as the party defined as “You” and in that case, the nominee of such Beneficial Owner, in  whose name the BEE Securities are registered, must sign as the Registered Shareholder. Own Name Clients to sign This BEE Contract as the party  defined as “You” and in addition as the Registered Shareholder.
 
 14
 There may not always be an IH which is a party to This BEE Contract. The IH will sign as IH, but not as Registered Shareholder.
 
 15
 There may not always be an IHRS which is a party to This BEE Contract. The IHRS will sign as IHRS, but not as Registered Shareholder.
 
 
  
 YOU
 13
 
  
 
  
 IH
 14
 
  
 
  
 IHRS
 15


Signature
 
 
 Name Date
 Place Witness
 Witness
 
 
 Signature
 
 
 Name Date
 Place Witness
 Witness
 
 
 Signature
 
 
 Name Date
 Place Witness
 Witness
 
 
 16
 There may not always be a JSE Member which is a party to This BEE Contract.  The JSE Member will sign as JSE Member and as Registered Shareholder,  if applicable.
 
 17
 The Registered Shareholder always has to sign This BEE Contract.  Own Name Clients to sign as Registered Shareholder and as the party defined as  “You”.
 
 18
 The CSDP will sign This BEE Contract as CSDP and as Registered Shareholder to the extent that the party defined as “You” is a non-controlled client of  the CSDP or a client of the IH which IH is a non-controlled client of the CSDP. The CSDP will sign This BEE Contract as CSDP to the extent that the party  defined as “You” is an Own Name Client.
 
 *
  (”JSE MEMBER”)
 16
 
 Who warrants that he/she is duly authorised thereto if signing on behalf of an entity
  
 *
  (”REGISTERED   SHAREHOLDER”)
 17
 
 Who warrants that he/she is duly authorised thereto if signing on behalf of an entity
  
 *
  (”CSDP”)
 18
 
 Who warrants that he/she is duly authorised thereto if signing on behalf of an entity


Annexure A – Checks in relation to You
  Checks
  P
 (Tickbox)
  A.
  Natural persons
  1.
 BEE Contract signed by:
 1.1
  You
 1.2
  other relevant persons who should be parties to that BEE Contract
 2.
  You have inserted in BEE Contract under Your name, Your identity number
  3.
  Your name and identity number as inserted in BEE Contract is identical to that on the Extract
  4.
  Extract (certified copy or copy of certified copy) either reflects that You were born in South Africa orthat the identity book was issued prior to 27 April 1994 and if not, that You have attested to a Naturalisation Affidavit;
  
 B.
  Persons other than natural persons
  1.
  BEE Contract signed by:
  1.1
  You
 1.2
  other relevant persons who/which should be parties to that BEE Contract
 2.
  the person who/which signs the BEE Contract on Your behalf is duly authorised to do so (request copy of an authorising resolution)
  
 3.
  You have inserted under Your name, Your registration number or IT reference number, as the case may be
  
 4.
  Your name and registration number or IT reference number, as the case may be, is identical to that on the BEE Certificate (original or copy)
  
 5.
  BEE Certificate is unexpired
  6.
  BEE Certificate indicates that exercisable voting rights and economic interest in the hands of BEE Compliant Persons is greater than 50% in both cases (using only the flow through principle)


Annexure B – Extract of Identity Document


Annexure C – Naturalisation Affidavit
 AFFIDAVIT
 FOR A NATURAL PeRSON
 
  
 
 
  
 
 
  
  
   I am a “Black Person” as defined in the Broad-Based Black Economic Empowerment Codes of Good Practice gazetted from time to time under the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as this definition of interpreted by the courts from time to time;
 
   #I became a South African citizen by birth/descent before the commencement date of the constitution of the Republic of South Africa Act of 1993, being prior to 27 April 1994;
 
   #I became a South African citizen by naturalisation before the commencement date of the constitution of the Republic of South Africa Act of 1993, being prior to 27 April 1994;
 
   #I became a South African citizen by naturalisation after the commencement date of the constitution of the Republic of  South Africa Act of 1993, being prior to 27 April 1994, but I would have qualified for South African naturalisation prior to  27 April 1994 in the absence of the laws governing the apartheid regime;
 
   the certified copy of my identity document attached to this affidavit is true and complete and is verifiable proof of the above declarations.
 
 # Delete if not applicable
 
 
 
 [FULL NAME OF DEPONENT]
 
 I certify that the deponent has acknowledged that he/she knows and understands the contents of this affidavit, that he/she has no objection to taking the prescribed oath and that he/she considers it binding upon his/her conscience.
 
    
 
 
 
 
 
  DESIGNATION: STREET ADDRESS:
 
 COMMISSIONER OF OATHS


Annexure D – Bee Certificate
 [To be attached when This Bee Contract is signed]


EXPLANATORY NOTE
  amends the Company’s Annual Report on Form 20-F for the fiscal year ended 30 June 2018 (the “Original 20-F”), which was filed with the Securities and Exchange Commission on 28 August 2018. The Company is filing this Amendment No. 1 solely for the purposes of replacing Exhibit 1.1 to Item 19 “Exhibits”, an incorrect version of which was filed with the Original 20-F.
 
  
   
  
 
 ITEM 19. EXHIBIT
 
 
     
  SIGNATURES
 
  
   
  
 
 
 SASOL LIMITED
 
 
 
  
 
 
  
  
 
 
 
 
  
  
 
 
 
 
  
 Executive Vice President: Advisory, Assurance and Supply Chain and Company Secretary