Exhibit 4.2



TRUST DEED   CONSTITUTING THE SASOL KHANYISA EMPLOYEE SHARE OWNERSHIP PLAN entered into   between SASOL SOUTH AFRICA LIMITED Registration Number: 1968/013914/06   ("Co-Founder") and SASOL LIMITED Registration Number:   1979/003231/06 ("Co-Founder") and YVONNE MALEKHOTLA MOTSISI   Identity Number: 6308280958084 (the "First Trustee") and NAEEM ADAM   Identity Number: 7604155021084 (the "First Trustee") w Poswa   incorporated Attorneys • Nolaries • COnveyancers 


    




 










(i) TABLE OF   CONTENTS PART A -INTRODUCTION AND   INTERPRETATION.........................................................1 1.   INTERPRETATION AND DEFINITIONS   .....................................................................1 2.   ESTABLISHMENT AND PURPOSE OF THE TRUST ...............................................17   PART B-THE KHANYISA TIER 1 PLAN   .........................................................................19   3. PARTICIPATION BY KHANYISA TIER 1   PARTICIPANTS.......................................19 4. FUNDING OF THE   KHANYISA TIER 1 PLAN   .......................................................... 20 6. VESTED   RIGHTS OF THE KHANYISA TIER 1 PARTICIPANTS.............................. 20   7. DISTRIBUTIONS TO KHANYISA TIER 1   PARTICIPANTS....................................... 22 B. RESTRICTIVE COVENANTS:   KHANYISA TIER 1 PLAN......................................... 22 9. CESSATION   OF EMPLOYMENT, FORFEITURE AND REALLOCATION AS REGARDS KHANYISA TIER 1   PARTICIPANTS ...............................................................   23 10. TRANSFER OF ENTITLEMENT ASSETS TO KHANYISA TIER 1 PARTICIPANTS 25 11.   TERMINATION OF THE KHANYISA TIER 1 PLAN   .................................................. 26 12. CORPORATE ACTION AS   REGARDS THE KHANYISA TIER 1 PLAN...................27 PART C-THE KHANYISA   TIER 2 PLAN   .........................................................................29   13. PARTICIPATION BY KHANYISA TIER 2   PARTICIPANTS....................................... 29 14. SUBSCRIPTION FOR   SSA KHANYISA SHARES ....................................................30   15. VESTED RIGHTS OF THE KHANYISA TIER 2   PARTICIPANTS.............................. 31 16. DISTRIBUTIONS IN RELATION   TO KHANYISA TIER 2 PARTICIPANTS ............... 34 17. RESTRICTIVE COVENANTS:   KHANYISA TIER 2 PLAN.........................................35 1B.   REPURCHASE AND DISTRIBUTION OF SSA KHANYISA SHARES...................... 35   19. CESSATION OF EMPLOYMENT, FORFEITURE AND REALLOCATION AS REGARDS KHANYISA   TIER 2 PARTICIPANTS   ............................................................... 45 20.   TRANSFER OF ENTITLEMENT ASSETS TO KHANYISA TIER 2 PARTICIPANTS 49 21.   CORPORATE ACTION AS REGARDS THE KHANYISA TIER 2 PLAN...................51 22.   DISTRIBUTION TO THE RESIDUAL   BENEFICIARYIIES......................................... 54 PART D-GENERAL   PROVISIONS APPLICABLE TO THE TRUST ................................ 54 23.   FURTHER FUNDING OF THE TRUST BY THE COMPANY   .....................................54 


    




 










(ii) 24.   TRUSTEES................................................................................................................54   25. PROCEEDINGS OF   TRUSTEES...............................................................................   59 26. POWERS OF TRUSTEES   .........................................................................................   60 27. DUTIES OF   TRUSTEES............................................................................................   62 28. PRIVILEGES OF THE   TRUSTEES............................................................................   63 29. RESTRICTIVE COVENANTS PERTAINING TO THE   TRUST................................... 64 30. BOOKS OF ACCOUNT AND AUDITORS   ................................................................. 64 31.   DAY-TO-DAY ADMINISTRATION AND COSTS AND EXPENSES OF THE TRUST 65 32.   INVESTMENT OF   CASH...........................................................................................   66 33. MEETINGS OF BENEFICIARIES   ..............................................................................   66 34. ENTITLEMENT OF BENEFICIARIES TO REQUISITION MEETINGS   ...................... 67 35. VOTING OF PLAN ASSETS   .....................................................................................68   36. CORPORATE ACTION AS REGARDS THE TRUST GENERALLY .........................69   37. CONSOLIDATIONS, SUBDIVISIONS AND ADJUSTMENT OF SHARES ................ 71   38. GENERAL PROVISION APPLICABLE TO THE SALE OF ENTITLEMENT ASSETS71 39.   DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS   .......................................... 72 40. MEDIATION...............................................................................................................   72 41. ARBITRATION   ..........................................................................................................   73 42. DOMICILIUM CITANDIET EXECUTANDI   ................................................................79 43.   TERMINATION..........................................................................................................   80 44. CHANGES TO THE BEE STANDARDS ...................................................................   81 45. AMENDMENTS TO THE DEED   ................................................................................   82 SCHEDULE 1-REPURCHASE FORMULA   ........................................................................1 


    




 










Page 1 PART A   -INTRODUCTION AND INTERPRETATION 1. INTERPRETATION AND DEFINITIONS 1.1. The   headings of the clauses in this Trust Deed are for the purpose of convenience   and reference only and shall not be used in the interpretation of nor modify   nor amplify the terms of this Trust Deed nor any clause hereof. Unless a   contrary intention clearly appears: 1.2. words importing: 1.2.1. any one   gender include the other two genders; 1.2.2. the singular include the plural   and vice versa; and 1.2.3. natural persons include created entities   (corporate or unincorporate) and the state and vice versa; 1.3. the following   terms shall have the meanings assigned to them hereunder and cognate   expressions shall have corresponding meanings, namely: 1.3.1.   "Administrator" means, from time to time, either: 1.3.1.1. a person   independent of Sasol; or 1.3.1.2. a group of employees of the Company   ring-fenced from the functions of the human resources department, who will   have sufficient operational capacity and be suitably qualified and   experienced to administer the day-to-day affairs of the Trust, including   operating from a premises that satisfies the necessary requirements for   operating a business; 1.3.2. "Allocated SSA Khanyisa Shares" means   those SSA Khanyisa Shares as are as defined in clause 13.4; 1.3.3.   "Auditors" means the auditors of the Trust from time to time, it   being recorded that initially, the auditors shall be PricewaterhouseCoopers   Inc; 1.3.4. "Automatic Repurchase" means the automatic repurchase   by the Company from the Trust of the Automatic Repurchase Shares (subject to   compliance by the Company with any applicable laws, including solvency and   liquidity); 


    




 










Page 2 1.3.5.   "Automatic Repurchase Shares" means that number of SSA Khanyisa   Shares as is determined in terms of the Repurchase Formula; 1.3.6.   "Automatic Share Exchange" means, subject to clause 18.2.1, the   automatic exchange of SOLBE1 Shares to be issued by Sasol, either as selected   by Sasol in its sole discretion, to: 1.3.6.1. the Trustees, for all of their   remaining SSA Khanyisa Shares; or alternatively 1.3.6.2. each Khanyisa Tier 2   Participant in whose name his/her share of the SSA Khanyisa Shares have been   transferred by the Trustees, for all his/her SSA Khanyisa Shares; 1.3.7.   "Bargaining Council" means a bargaining council established in   terms of the LRA; 1.3.8. "B-BBEE" means broad-based black economic   empowerment as defined in the 8-BBEE Act and the Codes; 1.3.9. "B-BBEE   Act" means the Broad-Based Black Economic Empowerment Act, 53 of 2003 as   amended by the Broad-Based Black Economic Empowerment Act, 46 of 2013, and   any regulations or codes of good practice promulgated thereunder (including   the Codes) as they may exist from time to time; 1.3.10. "BEE   Standards" means each and all of (a) the B-BBEE Act, (b) the Codes, (c)   any Charter and (d) any other law, codes or license condition applicable to   the Company and/or Sasol (or relevant parts thereof) pursuant to which the   ownership and/or control and/or economic or other interest of Black People is   measured or a requirement relating to Black People (or B-BBEE) is imposed, or   the rights, interests and/or obligations of an entity are affected thereby directly;   each as enacted, amended, interpreted and applied from time to time; 1.3.11.   "Beneficiaries" means collectively, Khanyisa Tier 1 Participants   and Khanyisa Tier 2 Participants who do not cease to be Beneficiaries in   accordance with the provisions of this Trust Deed, or in respect of those who   die, their replacements contemplated in clauses 9.1 or 19.1, as the case may   be, and "Beneficiary" shall, as the context dictates, mean any one   of them; 


    




 










Page3 1.3.12.   "Black Groups" means each company and other entity which qualifies   as Black for purposes of the ownership criteria as contemplated in the 8-BBEE   Act; 1.3.13. "Black People" or "Black Person/s" has the   meaning ascribed to it under the 8-BBEE Act, being Africans, Coloureds and   Indians, and who are natural persons and who are South African citizens by   (i) birth or descent or (ii) naturalisation occurring (a) before 27 April   1994, or (b) on or after 27 April 1994 and who would have been entitled to   acquire citizenship by naturalisation prior to that date, and "Black''   shall be construed accordingly; 1.3.14. "Board" means the board of   directors of the Company, acting either as such or through any committee or   person, to which or whom the board of directors has delegated authority for the   purposes of the Plan; 1.3.15. "Business Day" means any day on which   banks are generally open for business in the Republic of South Africa, except   a Saturday, Sunday or official public holiday in the Republic of South   Africa; 1.3.16. "Capitalisation Shares" means the Elective   Capitalisation Shares or Non­ Elective Capitalisation Shares, as the context   dictates; 1.3.17. "CCMA" means the Commission for Conciliation,   Mediation and Arbitration established in terms of the LRA; 1.3.18. "Charter"   means any transformation charters issued under sections 9 and/or 12 of the   B-BBEE Act or other charter of general application to the Company and/or   Sasol (or relevant parts thereof); 1.3.19. "Codes" mean the Codes   of Good Practice on Broad-Based Black Economic Empowerment promulgated as   regulations in terms of the B-BBEE Act; 1.3.20. "Companies Act"   means the Companies Act, 71 of 2008; 1.3.21. "Company" means Sasol   South Africa Limited, a public limited liability company with registration   number: 1968/013914/06, duly incorporated in accordance with the laws of the   Republic of South Africa; 1.3.22. "Consideration Assets" means   those assets, other than cash, offered as consideration by an Offeror as   contemplated in clauses 12 or 21; 


    




 










Page4 1.3.23.   "Corporate Action" means any action referred to in clauses 12, 21   and 36; 1.3.24. "Costs" means all costs, expenses and taxes   (including dividend withholding tax) due and payable by the Trust, which are   not Specific Taxation and Expenses; 1.3.25. "Dispose" means to   sell, cede outright, transfer, lend, distribute or otherwise alienate,   dispose or encumber and "Disposed" or "Disposal/s" shall   have a similar meaning as the context dictates; 1.3.26. "Dividend   Percentage" means as regards SSA Khanyisa Shares: 1.3.26.1. from the   Effective Date until the end of the 2023 financial year, 2,5% (two comma five   percent); and 1.3.26.2. thereafter the percentage shall be equal to the   percentage reflected in the second column of the table below, which   percentage shall remain unchanged thereafter: provided that if the nominal   annual prime lending rate of the Company's bankers, compounded monthly in   arrear, exceeds an average of 15% (fifteen percent) for any consecutive   rolling 24 (twenty four) month period from the Effective Date to the 2023   financial year end, the Dividend Percentage for the period from the 2023   financial year end until the Automatic Repurchase is exercised, shall remain   2,5% (two comma five percent); *CTC is for the period from the Effective Date   to the 2023 financial year end, the total cash available from operating   activities for the SSA Group, less cash used in investing activities (having   applied due governance processes), less J L less than R67,000,000,000 between   R67,000,000,000-R73,600,000,000 5,00% between R73,600,000,001 -   R75,000,000,000 8,75% between R75,000,000,001 - R76,000,000,000 12,50%   between R76,00,000,0001 - R79,000,000,000 16,25% greater than R79,000,000,001   20,00% 


    




 










PageS   repayments of long-term and short-term debt, all as defined in the statement   of cash flows contained in the consolidated annual financial statements of   the Group and as regards the month of June 2018, as determined by utilising   Sasol's management accounts, the terms above being those used in the consolidated   statement of cash flows of the Group in the 30 June 2017 annual financial   statements. For the purposes hereof "SSA Group" means the Company   and its subsidiaries; 1.3.27. "Effective Date" means 1 June 2018 or   such other date as Sasol in its sole discretion shall determine; 1.3.28.   "Elected Trustees" means the Trustees who are elected by the   Beneficiaries in terms of clause 24.3 or clause 24.4.5; 1.3.29.   "Elective Capitalisation Shares" means those shares awarded to a   holder of shares by way of a capitalisation issue, if the capitalisation   issue is made to a holder of shares as an alternative to any kind of Normal   Distribution; 1.3.30. "Eligible Employee" means for the purposes   of: 1.3.30.1. the Khanyisa Tier 1 Plan, a person who is eligible by reason of   having been a participant in either of the Sasol lnzalo employee scheme or   Sasollnzalo management scheme and such person is a permanent employee of a   member of the Group on 18 May 2018 or such other date consequent upon a   change to the Effective Date; 1.3.30.2. the Khanyisa Tier 2 Plan, a person   who is eligible by reason of being a Black Person who either: 1.3.30.2.1. is   in the permanent employ of a member of the Groupon 18May2018 orsuchotherdate   consequent upon a change to the Effective Date; or 1.3.30.2.2. becomes   permanently employed by any member of the Group at any time during the period   from 19 May 2018 (or such other date consequent upon a change to the   Effective Date) until the 5th (fifth) anniversary of the Effective Date; 


    




 










Page 6 1.3.31.   "Employees' Tax" means employees' tax as contemplated in the Fourth   Schedule to the Income Tax Act and taxes to be deducted from Entitlement   Assets vested or transferred and/or amounts payable by the Trustees to a   Beneficiary, or any similar tax; 1.3.32. "Employer Company" means a   member of the Group which employs the Eligible Employee; 1.3.33.   "Employer Company Board" means the board of directors of any   Employer Company, as constituted from time to time, acting either as such or   through any committee or person to which or whom the board of directors of   the relevant Employer Company has delegated authority for the purposes of the   Trust; 1.3.34. "Employment by the Group" means employment by any   Group Company; 1.3.35. "Empowerment Period" means a period expiring   on the earlier of: 1.3.35.1. the 1Oth (tenth) anniversary of the Effective   Date; and 1.3.35.2. the later of the date on which: 1.3.35.2.1. the   preference shares issued by Sasol Khanyisa FundCo to Sasol have been fully   redeemed and all accumulated dividends thereon have been fully paid; or   1.3.35.2.2. the Automatic Repurchase has been implemented to its fullest   extent, if applicable, unless Sasol otherwise determines that this clause   1.3.35.2 shall not apply, or determines to extend the period beyond the   settlement of the preference shares issued by Sasol Khanyisa FundCo to Sasol,   or the implementation of the Automatic Repurchase to its fullest extent,   whichever may be applicable, to a date selected by Sasol, but which date   shall not be after the date in clause 1.3.35.1, or such shorter period as may   be determined by Sasol in its sole discretion; 


    




 










Page? 1.3.36.   "Entitlement Assets" means such Plan Assets in which any   Beneficiary has a Vested Right and/or any assets or proceeds contemplated in   clause 12 or clause 21 in respect of which s/he will take ownership pursuant   to this Trust Deed, subject to the Automatic Repurchase, the Automatic Share   Exchange and the non-automatic share exchange as contemplated in clause 18.3,   to the extent applicable, prior to the termination of the Khanyisa Tier 1   Plan and/or Khanyisa Tier 2 Plan, whichever is relevant; 1.3.37.   "Expert" means: 1.3.37.1.one of Sizwe Ntsaluba Gobodo Inc,   PricewaterhouseCoopers, Ernst and Young,Deloitte & Touche (or its   respective successors-in-title), or any other audit firm; or 1.3.37.2.if so   approved by Sasolshareholders during 2018, any corporate finance firm or   investment bank, as selected by Sasol, in its sole discretion, provided that   the firm or investment bank selected is independent of Sasol; 1.3.38.   "Existing Khanyisa Tier 2 Participant" means a Black Person who is   employed by any Group Company and did not reject participation in the Plan   and as a result becomes a Khanyisa Tier 2 Participant on the Effective Date;   1.3.39. "Extraordinary Distributions" means any distributions by   either Sasol or the Company which are not Normal Distributions, and   accordingly extraordinary distributions include any distribution in specie of   an asset, any return of share capital, any distribution the direct source of   which is a realisation of any asset held on capital account by the   distributor, as well as any other extraordinary distributions; 1.3.40.   "Final Date" means the last day of the Empowerment Period; 1.3.41.   "First Trustee/s" means the Trustee/s referred to in clause 24.2.1;   1.3.42. "Forfeited Fractions" means the forfeited fractions   referred to in clause 9.6; 1.3.43. "Forfeited SSA Fractions" means   the forfeited SSA Fractions referred to in clause 19.6.2; 


    




 










Page 8 1.3.44.   "Forfeiture Period" means the period from the Effective Date to the   third anniversary of the Effective Date, or as regards any particular New   Khanyisa Tier 2 Participant, his/her Subsequent Effective Date to the third   anniversary of his/her Subsequent Effective Date, as the case may be; 1.3.45.   "Group" means collectively: 1.3.45.1. Sasol; 1.3.45.2. Sasol's   wholly owned subsidiaries from time to time (as defined in the Companies   Act); and 1.3.45.3. such other subsidiaries of Sasol from time to time,   including the Company, or other entities determined by the Sasol Board from   time to time as forming part of the Group; 1.3.46. "Group Company"   means any company forming part of the Group; 1.3.47. "Income Tax Act"   means the Income Tax Act, 58 of 1962; 1.3.48. "JSE" means the stock   exchange operated by JSE Limited, registration number 2005/022939/06, a   public company registered and incorporated in accordance with the laws of   South Africa, licensed as an exchange under the Financial Markets Act, 2012;   1.3.49. "Khanyisa Tier 1 Final Date" means the 3rd (third)   anniversary of the Effective Date or such earlier date as may be determined   by Sasol in its sole discretion either as regards: 1.3.49.1. all Khanyisa   Tier 1 Participants; or 1.3.49.2. those Khanyisa Tier 1 Participants having   Vested Rights in respect of SOL Shares without affecting the Khanyisa Tier 1   Final Date as regards all Khanyisa Tier 1 Participants having Vested Rights   in respect of SOLBE1 Shares; or 1.3.49.3. those Khanyisa Tier 1 Participants   having Vested Rights in respect of SOLBE1 Shares without affecting the   Khanyisa Tier 1 Final Date as regards all Khanyisa Tier 1 Participants having   Vested Rights in respect of SOL Shares; 


    




 










Page9 1.3.50.   "Khanyisa Tier 1 Participant/s" means the Eligible Employee/s who   were offered and did not reject participation in the Khanyisa Tier 1 Plan,   and who accordingly initially acquire/s Vested Rights in SOL Shares or SOLBE1   Shares, as the case may be, and any replacement Beneficiary/ies from time to   time contemplated in clause 9.1; 1.3.51. "Khanyisa Tier 1 Plan"   means the plan set out in Part B hereof; 1.3.52. "Khanyisa Tier 1   Subscription" means the subscription by the Trust for SOL Shares and/or   SOLBE1 Shares; 1.3.53. "Khanyisa Tier 1 Subscription Shares" means   the SOL Shares and SOLBE1 Shares issued by Sasol to the Trust for the benefit   of the Khanyisa Tier 1 Participants; 1.3.54. "Khanyisa Tier 1 Transfer   Date" means as soon as reasonably possible after the later of:   1.3.54.1.the last date upon which any Khanyisa Tier 1 Participant may make   the election and has made the requisite payment contemplated in clause 10.3;   and 1.3.54.2.the last date on which the Trustees have received the proceeds   from the disposal of sufficient of those Entitlement Assets, which are   shares, in order to discharge the liability of each one of those Khanyisa   Tier 1 Participants who did not make the election and requisite payment   contemplated in clause 10.3, in order to pay the Specific Taxation and   Expenses, including taxation arising from this very disposal, attributable to   him/her as contemplated in clause 10.4, but not before the Khanyisa Tier 1   Final Date; 1.3.55. "Khanyisa Tier 2 Participant/s" means any   Eligible Employee/s who is/are offered the opportunity to become a   Beneficiary in the Khanyisa Tier 2 Plan in terms of this Trust Deed and who   did not reject participation in the Plan and accordingly initially acquires   Vested Rights in SSA Khanyisa Shares and any replacement Beneficiarylies from   time to time contemplated in clause 19.1; 1.3.56. "Khanyisa Tier 2   Plan" means the plan set out in Part C hereof; 


    




 










Page 10 1.3.57.   "Khanyisa Tier 2 Subscription" means the subscription by the Trust   for the SSA Khanyisa Shares; 1.3.58. "Khanyisa Tier 2 Transfer   Date" means as regards the SSA Khanyisa Shares, as soon as reasonably   possible after the later of the last date upon which: 1.3.58.1.any Khanyisa   Tier 2 Participant may make the election and has made the requisite payment   contemplated in clause 20.4; or 1.3.58.2.the Trustees have received the   proceeds from the disposal of sufficient of those Entitlement Assets, which   are shares, in order to discharge the liability of each one of those Khanyisa   Tier 2 Participants who did not make the election and requisite payment   contemplated in clause 20.4, in order to pay the Specific Taxation and   Expenses, including taxation arising from this very disposal, attributable to   him/her as contemplated in clause 20.5, but not before the Final Date;   1.3.59. "Labour Court" means the Labour Court established in terms   of the LRA; 1.3.60. "LRA" means Labour Relations Act, 66 of 1995;   1.3.61. "Master" means the Master of the High Court of the Republic   of South Africa; 1.3.62. "New Khanyisa Tier 2 Participant" means an   Eligible Employee who is a Black Person who becomes an employee of any Group   Company within 5 (five) years of the Effective Date; 1.3.63.   "Nominee" means Computershare Nominees Proprietary Limited, or its   successor in title; 1.3.64. "Non-Elective Capitalisation Shares"   means those shares in a company awarded to a holder of its shares by way of a   capitalisation issue without any other alternative; 1.3.65. "Normal   Distribution/s" means all distributions by: 


    




 










Page 11   1.3.65.1.Sasol in the ordinary course to the Trust in respect of the SOL   Shares and/or the SOLBE1 Shares held by the Trustees (but excluding any Extraordinary   Distribution); and 1.3.65.2.the Company in the ordinary course to the Trust   in respect of the SSA Khanyisa Shares held by the Trustees (but excluding any   Extraordinary Distribution); 1.3.66. "Notional Vendor Finance"   means the notional vendor finance provided by the Company to the Trust in   connection with the subscription of the SSA Khanyisa Shares as a term of   issue; 1.3.67. "Offer'' means an offer contemplated in clause 21.1 or in   clause 21.2, as the case may be; 1.3.68. "Offer Affecting Khanyisa Tier   1" means one of the following offers should an Offeror give notice to   the Sasol Board that it intends to propose a take­ over offer or scheme of   arrangement as a result of which: 1.3.68.1. the entire issued share capital   of Sasol; 1.3.68.2. only part of each Sasol shareholder's shares; 1.3.68.3.   the entire issued number of SOL Shares, but not the entire issued number of   SOLBE1 Shares; 1.3.68.4. the entire issued number of SOLBE1 Shares, but not   the entire issued number of SOL Shares; 1.3.68.5. a part only of the issued   number of SOL Shares, but none of the SOLBE1 Shares; 1.3.68.6. a part only of   the issued number of SOLBE1 Shares, but none of the SOL Shares, will be   acquired in consideration for cash and/or Consideration Assets and as a   result will extend to the Khanyisa Tier 1 Participants as regards their SOL   Shares, or SOLBE1 Shares, as the case may be; 1.3.69. "Offeror"   means a bona fide third party offeror making an offer contemplated in either   clauses 12, 21 or 36; 


    




 










Page 12 1.3.70.   "Plan" means the Sasol Khanyisa employee share ownership plan the   terms of which are set out in this Trust Deed; 1.3.71. "Plan   Assets" means as the context dictates, either the Khanyisa Tier 1   Subscription Shares or the SSA Khanyisa Shares or both and any Extraordinary   Distribution/Normal Distribution from time to time received by virtue of the   Trustees holding the relevant shares and other relevant Entitlement Assets   relating to the Khanyisa Tier 1 Plan and/or the Khanyisa Tier 2 Plan; 1.3.72.   "Register/s" means the respective registers required to be   maintained by the Trustees referred to in clause 27.1; 1.3.73.   "Repurchase Formula" means the repurchase formula set out in   Schedule 1 as it may be adjusted by the Expert, in accordance with the provisions   of clause 18.1.1; 1.3.74. "Retirement" means in relation to a   Beneficiary, the termination of the employment of such Beneficiary with any   Employer Company, on or after such Beneficiary attaining normal retirement   age (as laid down in the relevant approved Employer Company's pension fund or   provident fund regulations from time to time, it being recorded that the   reference herein to the pension and provident fund regulations is intended to   be descriptive of the concept of "retire" rather than requiring a   retirement pursuant to those regulations) or, with the approval of any   Employer Company Board, such Beneficiary retiring prior to attaining the   normal requirement age due to permanent disability or having elected early   retirement not related to illness; 1.3.75. "Sasol" means Sasol   Limited, a public company with limited liability registered in accordance   with the laws of South Africa under registration number 1979/003231/06;   1.3.76. "Sasol Appointed Trustee" means a Trustee who is appointed   by the Sasol Board from time to time in terms of clause 24.2; 1.3.77.   "Sasol Board" means the board of directors of Sasol, acting either   as such or through any committee or person, to which or whom the board of   directors of Sasol has delegated authority for purposes of the Trust; 


    




 










Page 13 1.3.78.   "Sasol Khanyisa FundCo" means Sasol Khanyisa FundCo (RF) Limited,   registration number: 2017/662953/06, a public company with limited liability,   registered in accordance with the laws of South Africa; 1.3.79.   "Share" means, as the context dictates either: 1.3.79.1. a SOL   Share; or 1.3.79.2. a SOLBE1 Share; or 1.3.79.3. a SSA Khanyisa Share;   1.3.80. "Shareholders" means the shareholders of the Company from   time to time; 1.3.81. "Share Exchange Ratio" means taking account,   to the extent considered necessary by the Expert, of the effect which may be   brought about by any Corporate Actions, the ratio in which either:   1.3.81.1.all of the remaining SSA Khanyisa Shares which will be exchanged by   the Trustees, if an exchange with them is selected by Sasol, as referred to   in the definition of "Automatic Share Exchange"; or 1.3.81.2.all of   the SSA Khanyisa Shares which have been transferred by the Trustees into the   names of the relevant Beneficiaries, which will be exchanged by these   Beneficiaries, if an exchange with them is selected by Sasol, as referred to   in the definition of "Automatic Share Exchange", for an issue of   SOLBE1 Shares, which ratio will be determined by the Expert in accordance   with the provisions of clause 18.2.5; 1.3.82. "Signature Date"   means the date on which the last party signing this Trust Deed does so;   1.3.83. "SOL Shares" means Sasol ordinary shares of no par value in   the stated share capital of Sasollisted on: 1.3.83.1.the JSE under the JSE   stock code SOL and ISIN code ZAE000006896; and 


    




 










Page 14   1.3.83.2. the New York Stock Exchange, in the form of American Depository   Receipts, under the New York Stock Exchange stock code SSL and ISIN code   US8038663006; 1.3.84. "SOLBE1 Shares" means Sasol Ordinary BEE   shares of no par value in the stated share capital of Sasol listed on the JSE   under the JSE stock code SOLBE1 and ISIN code ZAE000151817; 1.3.85.   "Specific Taxation and Expenses" means in relation to a Beneficiary,   the sum of: 1.3.85.1. any Tax; and 1.3.85.2. any costs, expenses and   disbursements (including without limitation, brokerage costs and/or   securities transfer tax) payable, in respect of the transactions under the   Plan specifically relating to or for the benefit of that Beneficiary   including, but not limited to, the vesting or transfer of Entitlement Assets;   1.3.86. "SSA Khanyisa Shares" means the identical number of SSA   Ordinary Shares to be issued by the Company to Sasol Khanyisa FundCo, which   will not exceed 28 385 647 SSA Ordinary Shares, which identical number of   shares will be issued by the Company to the Trustees initially and any   further SSA Ordinary Shares held by the Trustees from time to time; 1.3.87.   "SSA Ordinary Shares" means ordinary shares of no par value in the   stated capital of the Company; 1.3.88. "Statutes" means the Trust   Property Control Act and any other statute affecting the performance by the   Trustees of their duties or functions as such; 1.3.89. "Subsequent   Effective Date" means the date on which an Eligible Employee becomes a   New Khanyisa Tier 2 Participant; 1.3.90. "Subsequent Vesting" means   in respect of each New Khanyisa Tier 2 Participant, the vesting of the Vested   Rights by reason of becoming a Beneficiary pursuant to the provisions of   clause 15.2; 1.3.91. "Subsequent Vesting Notice" means a notice   given by any Employer Company Board to the Trustees in terms of clause   15.2.1; 


    




 










Page 15 1.3.92.   "Tax" means any tax including, without limitation, Employees' Tax,   dividend withholding tax, securities transfer tax, that is payable by the   Trust or the Group in relation to the participation of a Beneficiary in the   Plan; 1.3.93. "Trigger Date" means the 1Olh (tenth) Business Day   prior to the Final Date unless, Sasol elects in its sole discretion, that it   shall be: 1.3.93.1.in the case of an Offer, the Business Day immediately   succeeding the opening of the Offer; or 1.3.93.2.the Business Day immediately   prior to the day on which any Extraordinary Distribution is intended to be   implemented; 1.3.94. "Trust" means the Plan constituted by this   Trust Deed; 1.3.95. "Trust Deed" means this trust deed, as amended   from time to time; 1.3.96. "Trust Property Control Act" means the   Trust Property Control Act, 57 of 1988; 1.3.97. "Trustees" means   the First Trustee/s and, thereafter, the Sasol Appointed Trustees and Elected   Trustees from time to time of the Trust, where appropriate being read as a   reference to them acting in their capacities nomine officio; 1.3.98.   "Unallocated Entitlement Assets" means those SSA Khanyisa Shares   and other Entitlement Assets in respect of which at the relevant time, no   Vested Rights have vested in any Khanyisa Tier 2 Participants, including   those in respect of which there had previously been Vested Rights, which had   been forfeited, but subject to clause 19.4.5; 1.3.99. "Vested   Right/s" means vested rights in respect of any Beneficiary initially to   a determined number of the Shares and to any associated Entitlement Asset and   any Normal Distribution and/or Extraordinary Distribution in respect thereof   from a trust law perspective, pursuant to this Trust Deed; 1.3.100.   "Vesting Notice" means a notice given by any Employer Company Board   to the Trustees in terms of clauses 6.1 or 15.1.1, as the case may be; and   1.3.101. 'VWAP" means the volume weighted average traded price of a SOL   Share or a SOLBE1 Share, as applicable, being the total value of the SOL   Shares or 


    




 










Page 16 SOLBE1   Shares traded on the JSE for a specified number of Business Days divided by   the total number of SOL Shares or SOLBE1 Shares traded on the JSE for that   period. 1.4. If any provision in a definition is a substantive provision   conferring rights or imposing obligations on any interested party,   notwithstanding that it is only in the interpretation clause, effect shall be   given to it as if it were a substantive provision of this Trust Deed. 1.5.   Any reference to an enactment or subordinate legislation is to that enactment   or subordinate legislation as at the Signature Date and as amended or   re-enacted from time to time. 1.6. If any term is defined within the context   of any particular clause in this Trust Deed, the term so defined, unless it   is clear from the clause in question that the term so defined has limited   application to the relevant clause, shall bear the meaning ascribed to it for   all purposes in terms of this Trust Deed, notwithstanding that that term has   not been defined in this interpretation clause. 1.7. The rule of construction   that a contract shall be interpreted against the party responsible for the   drafting or preparation of such contract, shall not apply. 1.8. The words   "other" and "otherwise" shall not be construed eiusdem   generis with any preceding words where a wider construction is possible. 1.9.   Any number of days prescribed in this Trust Deed excludes the first day and   includes the last day and any relevant action or notice may be validly done   or given on the last day. 1.10. Unless the context indicates otherwise, if   the day for payment of any amount or performance of any obligation falls on a   day which is not a Business Day, that day will be the next Business Day.   1.11. The annexures to this Trust Deed form an integral part hereof and words   and expressions defined in this Trust Deed shall bear, unless the context   otherwise requires, the same meaning in such annexures. 1.12. In this Trust   Deed, unless the context clearly indicates a contrary intention, a provision   that makes reference to any one gender, includes all genders. 


    




 










Page 17 2.   ESTABLISHMENT AND PURPOSE OF THE TRUST 2.1. There is hereby established by   the Co-Founders the Sasol Khanyisa Employee Share Ownership Plan comprised of   2 (two) separate employee share ownership plans in terms of which Khanyisa   Tier 1 Participants and Khanyisa Tier 2 Participants will become vested   Beneficiaries of the Trust. The Co-Founders will accordingly make a   contribution of R100.00 (one hundred Rand) each for the establishment of the   Trust. The Trust shall be administered by the Trustees for the benefit of all   Beneficiaries and in the manner and upon the terms and conditions set out in   this Trust Deed. 2.2. The Company, and thereby Sasol indirectly, have the   following objectives namely: 2.2.1. as a primary aim, to spread a significant   portion of its empowerment transaction amongst selected employees of the   Group to enhance the Group and the Company's B-BBEE ownership credentials in   accordance with the B­ BBEE Act and the Codes; 2.2.2. as secondary aims to:   2.2.2.1. broaden equity ownership among selected employees of the Group to   promote the sustained success of both the Company and the Group; promote the   interests of Beneficiaries in the growth of the relevant Employer Companies;   and 2.2.2.2. 2.2.2.3. maintain and promote sound employment relations and to   attract, empower and retain Black employees on an on-going basis and to   contribute towards the on-going and sustained unencumbered B-BBEE ownership   profile of the Group. 2.3. The Sasol Khanyisa Employee Share Ownership Plan   will be submitted for registration to the Broad-Based Black Economic   Empowerment Commission ("BEE Commission"). In terms of the relevant   legislation, the BEE Commission may assess the Sasol Khanyisa Employee Share   Ownership Plan for adherence to the relevant legislation and advise of any   concerns, and any such concerns must be remedied within a reasonable period.   If any such concerns are expressed by the BEE Commission, it shall be in the   sole discretion of Sasol, subject to obtaining the approval of its   shareholders, if so required in terms of the Listings Requirements of the JSE   or this Trust Deed, to determine what course of action to take, including   requiring 


    




 






 



Page 18   amendments to this Trust Deed which the Trustees shall be obliged to agree to   and which shall be binding on all the Beneficiaries, whether or not they   affect any Vested Rights. If Sasol in its sole discretion determines that its   primary aim referred to in clause 2.2.1 will not be achieved, whether in   whole or in part, by reason of the concerns expressed by the BEE Commission   and the consequent changes required to be made to this Trust Deed which are   not acceptable to Sasol, Sasol shall be entitled by written notice to the   Trustees and the Khanyisa Tier 2 Participants to terminate the Khanyisa Tier   2 Plan, in which event: 2.3.1. the Khanyisa Tier 2 Participants shall cease   to have any Vested Rights whatsoever, from receipt of such notice; and 2.3.2.   the Company shall buy back the SSA Khanyisa Shares at the price of R0.04 per   share. 2.4. For the avoidance of doubt, if the buy back in clause 2.3 is   applicable and more than 5% (five percent) of the SSA Ordinary shares are   repurchased by the Company, the provisions of section 48(8)(b) of the   Companies Act will not be applicable, as the Trustees have agreed to the buy   back occurring, if applicable, in this Trust Deed. 2.5. Unless a Khanyisa   Tier 1 Participant or a Khanyisa Tier 2 Participant notifies the Trustees   that s/he does not wish to become a Beneficiary, s/he will become a vested   Beneficiary at no consideration to the Beneficiary. 2.6. In terms of the   Plan, the Trustees shall subscribe for Khanyisa Tier 1 Subscription Shares   and SSA Khanyisa Shares. 2.7. In order to facilitate the transaction as   contemplated herein: 2.7.1. for purposes of Khanyisa Tier 1 Participants,   each of the relevant Employer Companies will make the relevant contributions   to be paid to the Trust (based on the participation of each of their   particular Eligible Employees), to enable the Trustees to subscribe for the   Khanyisa Tier 1 Subscription Shares; and 2.7.2. for purposes of Khanyisa Tier   2 Participants, Sasol will make a capital contribution of R0.04 (four cents)   for each SSA Khanyisa Share to be subscribed for by the Trustees, in   furtherance of the objectives as contemplated in this clause 2. 


    




 










Page 19 PART   8-THE KHANYISA TIER 1 PLAN 3. PARTICIPATION BY KHANYISA TIER 1 PARTICIPANTS   3.1. The Khanyisa Tier 1 Participants who participate in the Khanyisa Tier 1   Plan will comprise: 3.1.1. Black Persons who will acquire Vested Rights in   respect of SOLBE1 Shares, unless they elect prior to becoming Beneficiaries   of the Khanyisa Tier 1 Plan to acquire Vested Rights in SOL Shares (instead   of SOLBE1 Shares), as contemplated in clause 6.2. Sasol will determine what   the election form in this regard will look like, the manner in which it will   be distributed, when it will be sent out and the time period during which   Black Persons will be required to revert in the event that they elect to   acquire Vested Rights in SOL Shares (instead of SOLBE1 Shares); and 3.1.2.   Eligible Employees who are not Black Persons who will acquire Vested Rights   in SOL Shares, and the Trustees will maintain two separate Registers in this   regard. 3.2. For purposes of the Khanyisa Tier 1 Plan, the Trustees will   subscribe, subject to elections made by Black Persons as contemplated in   clause 3.1.1, in respect of each Khanyisa Tier 1 Participant and Sasol will   allot and issue to the Trustees for the benefit of each Khanyisa Tier 1   Participant either: 3.2.1. SOLBE1 Shares; or 3.2.2. SOL Shares, to the value   of R100 000 (one hundred thousand Rand), subject to clause 3.3, on the   Effective Date in respect of each Khanyisa Tier 1 Participant. 3.3. If the   number of SOL Shares or SOLBE1 Shares which can be subscribed for based on   R100 000 (one hundred thousand Rand) per Khanyisa Tier 1 Participant would   result in a fraction of a share having to be issued, the cost to the Employer   Company per Khanyisa Tier 1 Participant will slightly exceed R100 000 (one   hundred thousand Rand) to avoid such fractionalisation to take account of the   cost of the fraction of a SOL Share or SOLBE1 Share, as the case may be,   necessary to round up the number of SOL or SOLBE1 Shares which are subscribed   for. 


    




 










Page20 3.4. The   shareholders of Sasot have approved the issue of a maximum of 4 902 286 SOL   Shares and a maximum of 3 709 970 SOLBE1 Shares for purposes of the Khanyisa   Tier 1 Plan. 4. FUNDING OF THE KHANYISA TIER 1 PLAN By not later than the   last Business Day prior to the Effective Date, each Employer Company shall   make a cash capital contribution to the Trust of R100 000 (one hundred   thousand Rand) or slightly more if the provisions of clause 3.3 apply, in   respect of each of the Khanyisa Tier 1 Participants employed by that Employer   Company, for the sole purpose of enabling the Trustees to subscribe for the   Khanyisa Tier 1 Subscription Shares in terms of clause 5 below. 5.   SUBSCRIPTION FOR KHANYISA TIER 1 SUBSCRIPTION SHARES The Trustees will   subscribe for the following shares on the Effective Date in respect of each   Khanyisa Tier 1 Participant who will receive Vested Rights in: 5.1. SOL   Shares, for that number of SOL Shares as can be acquired with R100 000 (one   hundred thousand Rand), subject to clause 3.3, to be issued at the 30   (thirty) day VWAP of the SOL Shares ending on the trading day being 2 (two)   Business Days prior to the Effective Date; 5.2. SOLBE1 Shares, for that   number of SOLBE1 Shares as can be acquired with R100 000 (one hundred   thousand Rand) subject to clause 3.3, to be issued at the 30 (thirty) day   VWAP of the SOLBE1 Shares ending on the trading day being 2 (two) Business   Days prior to the Effective Date, and Sasol shall allot and issue them. 6.   VESTED RIGHTS OF THE KHANYISA TIER 1 PARTICIPANTS 6.1. Vesting Any Employer   Company of Eligible Employees who qualify to become Khanyisa Tier 1   Participants shall deliver to: 6.1.1. each Eligible Employee, a notice by no   later than 18 May 2018, or such other date consequent upon a change to the   Effective Date, stating that it is the intention of the Employer Company to   procure that such Eligible Employee becomes a Khanyisa Tier 1 Participant   under the Trust Deed and informing him/her that he/she shall be obliged: 


    




 










Page 21   6.1.1.1. on or before 25 May 2018, (or such other date consequent upon a   change to the Effective Date), to notify such Employer Company in writing in   the event that s/he does not wish to become a Khanyisa Tier 1 Participant;   and 6.1.1.2. as regards Eligible Employees who are Black Persons that want to   become Khanyisa Tier 1 Participants, on or before 25 May 2018, (or such other   date consequent upon a change to the Effective Date), to notify such Employer   Company of his/her election by written notice, as regards whether s/he wants   to acquire Vested Rights initially in SOL Shares or SOLBE1 Shares, failing   which s/he will initially acquire Vested Rights in SOLBE1 Shares; 6.1.2. the   Trustees a notice, by no later than 29 May 2018, detailing the particulars of   its Eligible Employees and instructing the Trustees, which Eligible Employees   will participate as Khanyisa Tier 1 Participants and the elections h/she has   made, where relevant. The Trustees shall thereafter be obliged, in respect of   each such Khanyisa Tier 1 Participant, to vest the relevant shares into   his/her name and to enter his/her name into the relevant Register. 6.2.   Unless an Eligible Employee notifies the relevant Employer Company on or   before 25 May 2018 (or such other date consequent upon a change to the   Effective Date), that s/he does not wish to become a Khanyisa Tier 1   Participant and/or unless s/he ceases to be employed by an Employer Company   during the period between 19 May 2018 and the Effective Date, s/he will   become a Khanyisa Tier 1 Participant and will acquire Vested Rights on the   Effective Date in: 6.2.1. SOL Shares or SOLBE1 Shares, as the case may be   depending, as regards each Khanyisa Tier 1 Participant who is a Black Person,   on his/her election in that regard; and 6.2.2. the case of all other Khanyisa   Tier 1 Participants, in SOL Shares, with effect from the Effective Date and   from time to time Vested Rights in his/her other Entitlement Assets and   Normal Distributions and Extraordinary Distributions including the right, in   the circumstances expressly provided for in this Trust Deed, to direct the   Trustees as to the manner in which they should vote the SOL Shares or SOLBE1 


    




 










Page 22 Shares,   as the case may be, in respect of which s/he has a Vested Right at the   relevant time. 7. DISTRIBUTIONS TO KHANYISA TIER 1 PARTICIPANTS 7.1. Except   where a Khanyisa Tier 1 Participant has forfeited the right thereto in terms   of the provisions of this Trust Deed, each Khanyisa Tier 1 Participant shall   be entitled, subject to clause 7.2 to receive all Normal Distributions less   Specific Taxation and Expenses, if applicable, in consequence of his/her   Vested Rights to Entitlement Assets. 7.2. Except as otherwise specifically   provided in terms of this Trust Deed, payment of any part of Normal   Distributions less Specific Taxation and Expenses to Khanyisa Tier 1   Participants who have Vested Rights thereto, shall be effected as soon as   reasonably possible after receipt thereof by the Trustees provided that, in   order to avoid incurring costs of effecting payments which are   disproportionate to the size of the payment due to any Khanyisa Tier 1   Participant, no amount shall be paid to a Khanyisa Tier 1 Participant unless   and until the amount thereof, when aggregated with other unpaid Normal   Distributions less Specific Taxation and Expenses due to that Khanyisa Tier 1   Participant amounts to at least R50.00 (fifty Rand). 7.3. A Khanyisa Tier 1   Participant shall have Vested Rights in his/her share of Extraordinary   Distributions if and when Extraordinary Distributions are received by the   Trustees, but those Extraordinary Distributions will only be transferred to a   Khanyisa Tier 1 Participant on the Khanyisa Tier 1 Transfer Date and not when   the Trustees receive same. 8. RESTRICTIVE COVENANTS: KHANYISA TIER 1 PLAN   8.1. Notwithstanding anything to the contrary contained in this Trust Deed,   Khanyisa Tier 1 Participants shall not be entitled, without obtaining the prior   written consent of Sasol, until the Khanyisa Tier 1 Final Date and such   additional period as may be required thereafter in order to obtain the   necessary tax directives concerning any Tax and/or Specific Taxation and   Expenses which must be deducted pursuant to the Khanyisa Tier 1 Participants   being vested Beneficiaries of the Trust, and to implement clause 10.4, if   applicable, to: 8.1.1. Dispose of or enter into any contract to Dispose of   any of their Vested Rights; 8.1.2. other than as set out in clause 33.2.6,   enter into any agreement in respect of the votes in respect of which they   have Vested Rights; or 


    




 










Page 23 8.1.3.   Dispose of or enter into any contract to Dispose of any Entitlement Assets   which have been transferred to him/her in terms of the Trust Deed. 8.2. If   the provisions of clause 8.1 are breached by any particular Khanyisa Tier 1   Participant prior to the Khanyisa Tier 1 Final Date, the Vested Rights and/or   the Entitlement Assets of that Khanyisa Tier 1 Participant will be forfeited.   9. CESSATION OF EMPLOYMENT, FORFEITURE AND REALLOCATION AS REGARDS KHANYISA   TIER 1 PARTICIPANTS 9.1. Cessation of Employment by Reason of Death If any   Khanyisa Tier 1 Participant ceases to be employed by an Employer Company at   any time prior to the Khanyisa Tier 1 Final Date, s/he will cease to be a   Beneficiary of the Trust and forfeit his/her Vested Right in his/her   Entitlement Assets, save unless the reason for such cessation is death (or in   the case of a Khanyisa Tier 1 Participant contemplated in clause 9.2,   supervening death), in which event the Beneficiary's nominated beneficiaries,   in proportion to their allocation as per the nomination form, under the   relevant Employer Company's approved pension fund schemes, or in the absence   of any such nominations, the Beneficiary's heirs, shall be substituted as the   Beneficiary in place of the deceased Beneficiary and shall acquire Vested   Rights in his/her Entitlement Assets subject to the same restrictive   covenants as set out in clause B. If such replacement Beneficiary dies the   provisions of this clause 9.1 will apply to his/her heirs as replacement   Beneficiaries. 9.2. Cessation of Employment with the Group by reason of   Retirement, Retrenchment or by virtue of s197 of the LRA If any Khanyisa Tier   1 Participant ceases to be employed by an Employer Company at any time prior   to the Khanyisa Tier 1 Final Date, s/he will cease to be a Beneficiary of the   Trust and forfeit his/her Vested Right in his/her Entitlement Assets, save   unless the reason for such cessation is his/her Retirement, as a result of a   retrenchment or as a result of the application of section 197 of the LRA   ("Retired/Retrenched/Transferred Employee"), in which event the   Khanyisa Tier 1 Participant concerned shall continue to be a Beneficiary of   the Trust, with Vested Rights, including the right to receive Normal   Distributions in relation to his/her Entitlement Assets in respect of which   such Khanyisa Tier 1 Participant has Vested Rights, subject to the same   restrictive covenants as set out in clause 8. 


    




 










Page 24 9.3.   Cessation of Employment by reason of resignation Any Khanyisa Tier 1   Participant who ceases to be employed by an Employer Company due to   resignation at any time prior to the Khanyisa Tier 1 Final Date shall, ipso   facto, with effect from the date of his/her resignation, forfeit his/her   Vested Rights in his/her Entitlement Assets (but will not forfeit Normal   Distributions already declared by Sasol but not yet paid to the Trustees or   received by the Trustees, but not yet paid to the Khanyisa Tier 1   Participants prior to the date of his/her resignation) and will cease to be a   Beneficiary of the Trust. 9.4. Cessation of Employment by Reason of Dismissal   9.4.1. Subject to clause 9.4.2 if a Khanyisa Tier 1 Participant ceases to be   employed at any time prior to the Khanyisa Tier 1 Final Date, by an Employer   Company by reason of his/her dismissal, such dismissed Khanyisa Tier 1   Participant shall, ipso facto, with effect from the date of his/her   dismissal, forfeit his/her Vested Rights in his/her Entitlement Assets   (including his/her Vested Right to any Normal Distribution already declared   by Sasol but not yet paid to the Trustees or received by the Trustees, but   not yet paid to the Khanyisa Tier 1 Participants prior to the date of his/her   dismissal) and will cease to be a Beneficiary of the Trust. 9.4.2. If the   dismissal of a Khanyisa Tier 1 Participant is found by one of the CCMA, a   Bargaining Council having jurisdiction, the Labour Court or the Labour Appeal   Court to have been substantively unfair and such decision is either not   challenged by the Employer Company or has been confirmed on review by the   Labour Court then the dismissed employee shall be re-instated as a Khanyisa   Tier 1 Participant with effect from the date of his/her dismissal and shall   with retrospective effect, be reinstated with the Vested Rights forfeited as   a result of the dismissal as if the forfeiture had never taken place. 9.4.3.   In the event that a Khanyisa Tier 1 Participant is found to have been substantively   unfairly dismissed as described in clause 9.4.2, but is not   awardedreinstatement ofhis/her employment, theKhanyisa Tier 1 Participant   will be considered, for purposes of this Trust Deed, to have resigned with   effect from the date of his/her dismissal. 


    




 










Page 25 9.4.4.   The operation of clauses 9.4.2 and 9.4.3 shall not be suspended by any appeal   that may be launched, by an Employer Company or former Khanyisa Tier 1   Participant to the Labour Appeal Court or any other court. 9.5. Transfers   within the Group Notwithstanding anything to the contrary contained herein, a   Khanyisa Tier 1 Participant who ceases to be employed by a Group Company, but   is thereupon immediately employed by another Group Company, shall not for the   purposes of clause 9 be deemed to have ceased to be in employment by the   Group. 9.6. Reallocation of Forfeited Vested Rights As regards any   Entitlement Assets which are forfeited during any financial year of the   Company, each of the remaining Khanyisa Tier 1 Participants on the 30th   (thirtieth) day prior to the end of that financial year will automatically   acquire either Vested Rights or ownership, as applicable, in those forfeited   Entitlement Assets in the same ratios as s/he then has Vested Rights or   ownership in his/her Entitlement Assets, save that there will be no Vested   Rights in or ownership of fractions of Shares ("Forfeited   Fractions"). Those Forfeited Fractions will be disposed of by the   Trustees for the benefit of the Khanyisa Tier 1 Participants on the Khanyisa   Tier 1 Final Date and the proceeds realised pursuant to those disposals, less   Specific Taxation and Expenses, will be vested and paid on the Khanyisa Tier   1 Transfer Date to those Khanyisa Tier 1 Participants in the proportions that   their Entitlement Assets bear to each other. 10.TRANSFER OF ENTITLEMENT   ASSETS TO KHANYISA TIER 1 PARTICIPANTS 10.1. On the Khanyisa Tier 1 Transfer   Date, the Trustees shall transfer: 10.1.1. the Entitlement Assets which are   shares into the name of the relevant Khanyisa Tier 1 Participant and Sasol   shall amend its share register accordingly; 10.1.2. the remaining Entitlement   Assets which are not shares, including cash, to each Khanyisa Tier 1   Participant, subject to the deduction of Specific Taxation and Expenses set   out below. 10.2. Each Khanyisa Tier 1 Participant shall be liable for the   Specific Taxation and Expenses arising from the vesting, transfer and/or   realisation of his/her Entitlement Assets in terms of the provisions of this   Trust Deed. The Trustees will inform each Khanyisa 


    




 










Page 26 Tier 1   Participant in writing of the directive received from the South African   Revenue Service relating to the Specific Taxation and Expenses attributable   to him/her. 10.3. Each Khanyisa Tier 1 Participant entitled to Entitlement   Assets shall, by no later than 5 (five) days from receipt of the notification   referred to in clause 10.2, which date shall be before any transfer of   Entitlement Assets is effected, notify the Trustees if s/he wishes to make   payment in cash of the amount of Specific Taxation and Expenses attributable   to such Khanyisa Tier 1 Participant to the Trustees prior to the transfer of   the Entitlement Assets to him/her. 10.4. Should a Khanyisa Tier 1 Participant   fail to: 10.4.1. notify the Trustees within the 5 (five) day period that s/he   intends to make payment to the Trustees prior to the transfer of the   Entitlement Assets to him/her in cash of the amount of Specific Taxation and   Expenses attributable to such Khanyisa Tier 1 Participant; and/or 10.4.2.   make the payment so notified in terms of clause 10.4.1 in cash within the   relevant period, the Trustees, before ownership of such Entitlement Assets   has passed to the Khanyisa Tier 2 Participant, as his/her agent and on   his/her behalf, shall use any cash in respect of which such Khanyisa Tier 1   Participant has Vested Rights and to the extent necessary shall realise   sufficient of the Entitlement Assets in which s/he has Vested Rights, in   order to discharge his/her liability to pay the Specific Taxation and   Expenses attributable to him/her, including taxation arising from this very   disposal. In this circumstance, the Khanyisa Tier 1 Participant grants the   Trustees an irrevocable power of attorney to act as his/her agent, with power   of substitution. Any proceeds of such realisation remaining after discharging   the Specific Taxation and Expenses attributable to such Khanyisa Tier 1   Participant shall be paid to the Khanyisa Tier 1 Participant concerned.   11.TERMINATION OF THE KHANYISA TIER 1 PLAN For the avoidance of doubt, the   Khanyisa Tier 1 Plan is terminated within a reasonable time after the   provisions of clauses 8, 9 and 10 have been implemented and all relevant   Normal Distributions have been paid in respect of which Khanyisa Tier 1   Participants have Vested Rights. 


    




 










Page 27 12.   CORPORATE ACTION AS REGARDS THE KHANYISA TIER 1 PLAN 12.1. Offer Affecting   Khanyisa Tier 1 Should an Offeror give notice to the Sasol Board that it   intends to propose an Offer Affecting Khanyisa Tier 1: 12.1.1. and Sasol has   indicated its intention to the Trustees, if the Offer Affecting Khanyisa Tier   1 becomes unconditional, to make the Khanyisa Tier 1 Final Date an earlier   date: 12.1.1.1. the Trustees shall notify each Khanyisa Tier 1 Participant   about the Offer Affecting Khanyisa Tier 1 and each Khanyisa Tier 1   Participant shall be entitled, by not later than 3 (three) Business Days   prior to the closing of the Offer Affecting Khanyisa Tier 1, to direct the   Trustees in writing, who in turn will direct the Nominee how to vote, as   regards his/her SOL Shares or SOLBE1 Shares in respect of which s/he has   Vested Rights and which are the subject of the Offer Affecting Khanyisa Tier   1; 12.1.1.2. if the Offer Affecting Khanyisa Tier 1 becomes unconditional and   Sasol has exercised its discretion to bring the Khanyisa Tier 1 Final Date   forward, the Trustees, as the owners of the SOL Shares and/or SOLBE1 Shares,   which are the subject of the Offer Affecting Khanyisa Tier 1 must, to the   extent that the Offer Affecting Khanyisa Tier 1 is: 12.1.1.2.1. binding on all   the holders of SOL Shares and/or SOLBE1 Shares, as the case may be, whether   by acceptance or by operation of law, comply with such Offer Affecting   Khanyisa Tier 1, including releasing such SOL Shares and/or SOLBE1 Shares, as   the case may be, to the Offeror and receiving the consideration due from the   Offeror. In such event, the Vested Rights in SOL Shares or SOLBE1 Shares of   each Khanyisa Tier 1 Participant concerned shall be substituted for Vested   Rights to such consideration, in place of the SOL Shares or SOLBE1 Shares   which have been released to the 


    




 










Page 28 Offeror   and the provisions of clause 10 shall be implemented; 12.1.1.2.2. not binding   on all the holders of SOL Shares and/or SOLBE1 Shares, as the case may be,   but any particular Khanyisa Tier 1 Participant directed the Trustees to   accept the Offer Affecting Khanyisa Tier 1 in respect those SOL Shares and/or   SOLBE1 Shares to which he/she has Vested Rights and which are the subject of   the Offer Affecting Khanyisa Tier 1, comply with such offer, including   releasing the SOL Shares and/or SOLBE1 Shares, as the case may be, to the   Offeror and receiving the consideration due from the Offeror. In such event,   the Vested Rights in SOL Shares or SOLBE1 Shares of each Khanyisa Tier 1 Participant   concerned will be substituted for Vested Rights to such consideration in   place of the SOL Shares or SOLBE1 Shares, which have been released to the   Offeror and the provisions of clause 10 shall be implemented. As regards   those Khanyisa Tier 1 Participants who did not direct the Trustees to accept   the Offer Affecting Khanyisa Tier 1, s/he shall continue to have Vested   Rights in his/her SOL Shares or SOLBE1 Shares, as the case may be and the   provisions of clause 10 shall be applied in respect of such SOL Shares and/or   SOLBE1 Shares. 12.1.2. and Sasol has not indicated to the Trustees that, if   the Offer Affecting Khanyisa Tier 1 becomes unconditional, Sasol will make   the Khanyisa Tier 1 Final Date an earlier date, the consequence will be that   it will not be possible for the Trustees to participate in the Offer   Affecting Khanyisa Tier 1. In such event neither the Trustees nor the   Khanyisa Tier 1 Participants shall have any claims against Sasol but if the   listing of the SOLBE1 Shares has been affected by the implementation of the   Offer Affecting Khanyisa Tier 1, Sasol will take whatever steps are necessary   in an endeavour to ensure that there is a listing of the SOLBE1 Shares on the   same or similar basis as currently 


    




 










Page 29   prevails or at least that there is an alternative trading platform for the   SOLBE1 Shares on the Khanyisa Tier 1 Final Date. 12.2. Acquisition of Sasol   shareholders' shares other than Shares held by the Trust Should an Offeror   give notice to the Sasol Board that it intends to make an offer as a result   of which all or part of each Sasol shareholder's Shares: 12.2.1. other than   those Shares held by the Trust, if any, shall be acquired; 12.2.2. including   those Shares held by the Trust, if any, shall be acquired, but Sasol does not   exercise its discretion to make the Khanyisa Tier 1 Final Date earlier, the   Trustees and/or the Khanyisa Tier 1 Participants shall not be entitled to   participate in that offer and they to the extent necessary waive any right to   receive such offer or have any claims as a result of their non-participation   in the offer. PART C-THE KHANYISA TIER 2 PLAN 13. PARTICIPATION BY KHANYISA   TIER 2 PARTICIPANTS 13.1. Khanyisa Tier 2 Participants comprise of both   Existing Khanyisa Tier 2 Participants and New Khanyisa Tier 2 Participants   employed by a member of the Group within 5 (five) years after the Effective   Date. 13.2. The maximum number of SSA Khanyisa Shares to be allotted and   issued to the Trust for purposes of participation by the Khanyisa Tier 2   Participants in the Plan will be 28 385 647. 13.3. The number of SSA Khanyisa   Shares in which a Khanyisa Tier 2 Participant will acquire Vested Rights on   the Effective Date will be a maximum of 1300 SSA Khanyisa Shares. The actual   number will be determined by dividing the number of SSA Khanyisa Shares   allotted and issued to the Trust by the number of Eligible Employees. 13.4.   Existing Khanyisa Tier 2 Participants will in the aggregate acquire Vested   Rights to 86% (eighty six percent) of the SSA Khanyisa Shares on the   Effective Date, which will constitute the Allocated SSA Khanyisa Shares.   13.5. The balance of 14% (fourteen percent) of the SSA Khanyisa Shares on the   Effective Date will initially constitute Unallocated Entitlement Assets. 


    




 










Page 30 13.6.   The Trustees shall notify each Existing Khanyisa Tier 2 Participant of the   number of SSA Khanyisa Shares in respect of which each such Khanyisa Tier 2   Participant has Vested Rights as soon as reasonably possible after the   Effective Date. 14. SUBSCRIPTION FOR SSA KHANYISA SHARES 14.1. Subscription   14.1.1. The Trustees shall subscribe on the Effective Date for the relevant   number of SSA Khanyisa Shares and the Company shall allot and issue them.   14.1.2. It will be a term of issue that the SSA Khanyisa Shares will be   subject to notional vendor funding, and accordingly each SSA Khanyisa Share   will be issued at R0.04 (four cents). An Automatic Repurchase, which will be   one of the terms of issue of the SSA Khanyisa Shares, will be implemented on   the Trigger Date at R0.04 (four cents) in respect of each of the SSA Khanyisa   Shares. 14.1.3. It will be a term of issue of the SSA Khanyisa Shares that   the Trustees shall: 14.1.3.1.only be entitled to the Dividend Percentage of   the Normal Distributions which the Company declares on each SSA Khanyisa   Share to its other Shareholders; 14.1.3.2. not be entitled to any   Extraordinary Distributions, except to the extent that such suspension would   result in rollover relief not being obtained for tax purposes. In that case, the   Extraordinary Distribution in question will be paid to the Trustees and it   will form part of the Entitlement Assets subject to clause 16.5. 14.1.4.   After the Automatic Repurchase or when no SSA Khanyisa Shares can be   repurchased in accordance with the Repurchase Formula, such suspension of the   right to Normal and Extraordinary Distributions shall cease and the Company   will declare the identical dividend or other Normal and Extraordinary   Distributions per SSA Khanyisa Share to the Trustees as it declares to all   its other Shareholders. 14.1.5. Sasol will make a capital contribution to the   Trust to enable it to subscribe for the SSA Khanyisa Shares. Jt)l 


    




 










Page 31 15.   VESTED RIGHTS OF THE KHANYJSA TIER 2 PARTICIPANTS 15.1. Vesting 15.1.1. Any   Employer Company in respect of Eligible Employees who would qualify to become   Khanyisa Tier 2 Participants, shall deliver to: 15.1.1.1. each Eligible   Employee, a notice by no later than 18 May 2018, or such other date   consequent upon a change to the Effective Date, stating that it is the   intention of the Employer Company to procure that such Eligible Employee   becomes a Khanyisa Tier 2 Participant under the Trust Deed and informing   him/her that he/she shall be obliged, on or before 25 May 2018, (or such   other date consequent upon a change to the Effective Date), to notify such   Employer Company in writing in the event that s/he does not wish to become a   Khanyisa Tier 2 Participant; and 15.1.1.2. the Trustees a notice, by no later   than 29 May 2018, detailing the particulars of its Eligible Employees and   instructing the Trustees, which Eligible Employees will participate as   Khanyisa Tier 2 Participants. The Trustees shall thereafter be obliged, in   respect of each such Khanyisa Tier 2 Participant, to vest the relevant shares   into his/her name and to enter his/her name into the relevant Register.   15.1.2. Unless an Eligible Employee notifies the relevant Employer Company on   or before 25 May 2018, (or such other date consequent upon a change to the   Effective Date), that s/he does not wish to become a Khanyisa Tier 2   Participant and/or unless s/he ceases to be employed by an Employer Company   during the period between 19 May 2018 and the Effective Date, s/he will   initially acquire Vested Rights in a maximum of 1300 SSA Khanyisa Shares with   effect from the Effective Date and from time to time Vested Rights in his/her   other Entitlement Assets and Normal Distributions including the right, in the   circumstances expressly provided for in this Trust Deed, to direct the   Trustees as to the manner in which they should vote the SSA Khanyisa Shares   in respect of which s/he has a Vested Right at the relevant time. 


    




 










Page 32 15.2.   Subsequent Vestings 15.2.1. During the period from the 19 May 2018 until the   expiry of 5 (five) years from the Effective Date, any Employer Company Board   may deliver to the Trustees a Subsequent Vesting Notice in writing detailing   the particulars of the Eligible Employees who will become Beneficiaries of   the Trust with effect from the Subsequent Effective Date and instructing the   Trustees to notify in writing within 5 (five) days from receipt of the   Subsequent Vesting Notice, each such Eligible Employee that it is the   intention of the Trustees to make him/her a Khanyisa Tier 2 Participant under   the Trust Deed, unless s/he notifies the Trustees in writing within 5 (five)   days of the date of the written notification, that s/he does not wish to   become a Khanyisa Tier 2 Participant. On receipt of the Subsequent Vesting   Notice, the Trustees shall comply with the instructions of any Employer   Company Board contained in the Subsequent Vesting Notice. Unless an Eligible   Employee to whom a notice in terms of this clause 15.2.1 is sent, timeously   notified the Trustees in writing that s/he did not wish to accept his/her   Subsequent Vesting, the Trustees shall be obliged to enter his/her name in   the Register and such New Khanyisa Tier 2 Participant shall thereby, with effect   from the Subsequent Effective Date, become a Beneficiary, but subject to   clause 15.2.4. 15.2.2. Subject to clause 15.2.3, if the Subsequent Effective   Date occurs during the period from: 15.2.2.1. 19 May 2018 ending on the 1st   (first) anniversary of the Effective Date, each such Eligible Employee shall   acquire Vested Rights to 90% (ninety per cent) of the Allocated SSA Khanyisa   Shares and associated Entitlement Assets; 15.2.2.2. the 2nd (second) year   after the Effective Date ending on the 2nd (second) anniversary of the   Effective Date, each such Eligible Employee shall acquire Vested Rights to   80% (eighty per cent) of the Allocated SSA Khanyisa Shares and associated   Entitlement Assets; 15.2.2.3. the 3rd (third) year after the Effective Date   ending on the 3rd (third) anniversary of the Effective Date, each such   Eligible Employee shall acquire Vested Rights to 70% (seventy per cent) 


    




 










Page 33 of the   AllocatedSSAKhanyisa Sharesand associated Entitlement Assets; 15.2.2.4.the   4th (fourth) year after the Effective Date ending on the 4th (fourth)   anniversary of the Effective Date, each such Eligible Employee shall acquire   Vested Rights to 60% (sixty per cent) of the Allocated SSA Khanyisa Shares   and associated Entitlement Assets; and 15.2.2.5.the 5th (fifth) year after   the Effective Date ending on the day prior to the 5th (fifth) anniversary of   the Effective Date, each such Eligible Employee shall acquire Vested Rights   to 50% (fifty per cent) of the Allocated SSA Khanyisa Shares and associated Entitlement   Assets, that were vested in each of the Existing Khanyisa Tier 2 Participants   initially on the Effective Date; 15.2.3. If there are not any or insufficient   Unallocated Entitlement Assets in any one year for every New Khanyisa Tier 2   Participant in respect of whom a Subsequent Vesting Notice has been given, to   acquire Vested Rights in respect of a designated number of SSA Khanyisa   Shares and associated Entitlement Assets applicable to him/her determined in   accordance with clause 15.2.2 ("Designated Number"): 15.2.3.1.those   New Khanyisa Tier 2 Participants who were employed: 15.2.3.1.1. in an earlier   period referred to in clause 15.2.2 (shall rank ahead); 15.2.3.1.2. in the   same period referred to in clause 15.2.2, shall rank pari passu, as regards   rights to vest in Unallocated Entitlement Assets which are forfeited and   accordingly become available for New Khanyisa Tier 2 Participants to acquire   Vested Rights therein until such time as such New Khanyisa Tier 2   Participants ranking first in time have Vested Rights to the Designated   Number, and so on, until all New Khanyisa Tier 2 Participants have, to the   extent possible having regard to the Unallocated Entitlement Assets 


    




 










Page 34   available from time to time, been granted Vested Rights in respect of the   Designated Number of SSA Khanyisa Shares and their associated Entitlement   Assets. 15.2.4. New Khanyisa Tier 2 Participants who have not been granted   Vested Rights in respect of the full Designated Number of SSA Khanyisa Shares   and associated Entitlement Assets by the fifth anniversary of the Effective   Date, shall with effect from that date forfeit the expectation to acquire any   Vested Rights in respect of the balance of the Designated Number of SSA   Khanyisa Shares and associated Entitlement Assets. Those who have not   received any part of their Designated Number of SSA Khanyisa Shares and   associated Entitlement Assets will not become Beneficiaries of the Trust. 16.   DISTRIBUTIONS IN RELATION TO KHANYISA TIER 2 PARTICIPANTS 16.1. Except where   a Khanyisa Tier 2 Participant has forfeited the right thereto in terms of the   provisions of this Trust Deed, each Khanyisa Tier 2 Participant shall,   subject to clause 14.1.3 and clauses 16.2 and 16.4 be entitled, receive all   Normal Distributions less Specific Taxation and Expenses, if applicable, in   consequence of his/her Vested Rights to Entitlement Assets. 16.2. All Normal   Distributions declared, the rights to which will vest in any New Khanyisa   Tier 2 Participant as a result of any Subsequent Vesting, after the   Subsequent Effective Date but before the New Khanyisa Tier 2 Participants   obtain the Vested Rights will be paid to him/her as soon as reasonably   possible after his/her details have been entered into the Register provided   that, in order to avoid incurring costs of effecting payments which are   disproportionate to the size of the payment due to any Khanyisa Tier 2   Participant, no amount shall be paid to a Khanyisa Tier 2 Participant unless   and until the amount thereof, when aggregated with other unpaid Normal   Distributions less Specific Taxation and Expenses due to that Khanyisa Tier 2   Participant amounts to at least R50.00 (fifty Rand). 16.3. Any Normal   Distributions in respect of Unallocated Entitlement Assets, whilst they are   still Unallocated Entitlement Assets, will be used by the Trust to settle its   Costs from time to time. 16.4. Except as otherwise specifically provided in   terms of this Trust Deed, payment of any part of Normal Distributions less   Specific Taxation and Expenses to Khanyisa Tier 2 Participants who have   Vested Rights thereto, shall be effected as soon as reasonably 


    




 










Page 35   possible after receipt thereof by the Trustees provided that, in order to   avoid incurring costs of effecting payments which are disproportionate to the   size of the payment due to any Khanyisa Tier 2 Participant, no amount shall   be paid to a Khanyisa Tier 2 Participant unless and until the amount thereof,   when aggregated with other unpaid Normal Distributions less Specific Taxation   and Expenses due to that Khanyisa Tier 2 Participant amounts to at least   R50.00 (fifty Rand). 16.5. A Khanyisa Tier 2 Participant shall have Vested   Rights in his/her share of Extraordinary Distributions if and when   Extraordinary Distributions are received by the Trustees, but, subject to   clause 18.3, the Extraordinary Distributions will only be transferred to a   Khanyisa Tier 2 Participant on the Khanyisa Tier 2 Transfer Date and not when   the Trustees receive same. 17. RESTRICTIVE COVENANTS: KHANYISA TIER 2 PLAN   17.1. Notwithstanding anything to the contrary contained in this Trust Deed,   Khanyisa Tier 2 Participants shall not be entitled, without obtaining the   prior written consent of Sasol, until expiry of the Empowerment Period and   such additional period as may be required thereafter in order to obtain the   necessary tax directives concerning any Tax and/or Specific Taxation and   Expenses which must be deducted pursuant to the Khanyisa Tier 2 Participants   being vested Beneficiaries of the Trust, and to implement clause 20.5, if   applicable, to: 17.1.1. Dispose of or enter into any contract to Dispose of   any of their Vested Rights; 17.1.2. other than as set out in clause 33.2.6,   enter into any agreement in respect of the votes in respect of which they   have Vested Rights; or 17.1.3. Dispose of or enter into any contract to   Dispose of any Entitlement Assets which have been transferred to him/her in   terms of the Trust Deed. 17.2. If the provisions of clause 17.1 are breached   by any particular Khanyisa Tier 2 Participant prior to the Final Date, the   Vested Rights and the Entitlement Assets of that Khanyisa Tier 2 Participant   will be forfeited. 18. REPURCHASE AND DISTRIBUTION OF SSA KHANYISA SHARES   18.1. Automatic Repurchase of SSA Khanyisa Shares 18.1.1. Should any manifest   arithmetic errors be discovered in the Repurchase Formula, or should any   Corporate Actions impacting upon the holding of SSA 


    




 










Page 36   Khanyisa Shares be anticipated, the Expert shall determine the necessary   changes, if any, to be made to the Repurchase Formula, and the provisions of   clauses 18.2.6, 18.2.8 and 18.2.9 will apply to any such determination.   18.1.2. The Automatic Repurchase shall occur on the Trigger Date. For the   avoidance of doubt, if the Trigger Date occurs before the Final Date and if   after the Automatic Repurchase, the Trustees continue to hold any SSA   Khanyisa Shares, the Khanyisa Tier 2 Plan shall continue as regards Khanyisa   Tier 2 Participants until the Final Date. 18.1.3. The Company shall   repurchase the Automatic Repurchase Shares from the Trust for R0.04 (four   cents) per Automatic Repurchase Share. The purchase price shall be payable on   the Trigger Date by the Company. 18.1.4. For the avoidance of doubt, if the   Automatic Repurchase is applicable and more than 5% (five percent) of the SSA   Ordinary shares are repurchased by the Company, the provisions of section   48(8){b) of the Companies Act will not be applicable, as the Trustees have   agreed to the Automatic Repurchase occurring, if applicable, in this Trust   Deed. 18.1.5. The Expert shall determine the market value of an SSA Ordinary   Share for the purposes of P2 in the Repurchase Formula, in accordance with   the provisions of clauses 18.2.5 and 18.2.8. 18.1.6. The Automatic Repurchase   Shares shall be repurchased voetstoots and without any warranties of any   nature save that the Trustees are the owners thereof, nomine officio, and that   the Automatic Repurchase Shares are not subject to any pledge, cession in   security, mortgage or any other encumbrance (except that securities transfer   tax will be payable in respect of the Automatic Repurchase by the Company).   18.1.7. As regards any Automatic Repurchase Shares repurchased by the   Company, each Khanyisa Tier 2 Participant shall obtain Vested Rights to the   price paid by the Company to the Trustees for the Automatic Repurchase Shares   which shall be distributed to the Khanyisa Tier 2 Participants on the   Khanyisa Tier 2 Transfer Date in accordance with their Vested Rights and the   ratios which they bear to one another, after deduction of Specific Taxation   and Expenses. 


    




 










Page 37 18.2.   Automatic Share Exchange 18.2.1. The Automatic Repurchase must have occurred   before this clause 18.2 may be implemented. 18.2.2. Sasol has the option   after clause 18.1 has been implemented, but prior to the transfer of the SSA   Khanyisa Shares to the relevant Beneficiaries, to elect by written notice to   the Trustees either to implement the Automatic Share Exchange with:   18.2.2.1.the Trustees, after which the exchanged SOLBE1 Shares will be   registered in the name of the Nominee for the benefit of the Trustees, and   the Khanyisa Tier 2 Participants shall have Vested Rights in those SOLBE1   Shares in substitution for the subject matter of the Vested Rights; or   18.2.2.2.each Khanyisa Tier 2 Participant with Vested Rights in the SSA   Khanyisa Shares, into whose name those SSA Khanyisa Shares will have been   transferred, after which they will have SOLBE1 Shares transferred into   his/her name. 18.2.3. If Sasol fails to make the election contemplated in   clause 18.2.2.1, the provisions of clause 18.2.2.2 shall apply. 18.2.4. The   Automatic Share Exchange shall occur in accordance with the Share Exchange   Ratio on the Final Date if the provisions of clause 18.2.2.1 have been   selected by Sasol to apply or otherwise if the provisions of clause 18.2.2.2   apply, shaH occur immediately after the Khanyisa Tier 2 Transfer Date or if   the provisions of clause 21.1 are to be implemented, shall occur on the   Business Day immediately succeeding the Trigger Date. For the avoidance of   doubt, if the Trigger Date occurs before the Final Date and if after the   Automatic Repurchase, the Trustees hold any SSA Khanyisa Shares which are the   subject of the Automatic Share Exchange, the Khanyisa Tier 2 Plan shall   continue as regards Khanyisa Tier 2 Participants, but with Vested Rights in   respect of the SOLBE1 Shares, rather than the SSA Khanyisa Shares until the   Final Date. 


    




 






 



Page 38 18.2.5.   The Share Exchange Ratio shall be determined in the following manner:   18.2.5.1. unless clause 18.2.5.2 or 18.2.5.3 applies, the Expert will be   required to determine a ratio which is fair in the circumstances to the Sasol   shareholders on the one hand and the other participant in the Automatic Share   Exchange on the other hand. The Expert will therefore be at large as to the   valuation methodologies which he/she will take into account in order to   determine such a fair ratio, but for which purpose the Expert shall consider   the methodologies current at that time to determine market value, and shall   determine whichever of those are deemed appropriate by the Expert, assessed   on a quantitative and qualitative basis; 18.2.5.2. if the shareholders of Sasol   resolve at the annual general meeting of Sasol during 2018 that the method   contemplated in this clause 18.2.5.2 will apply to the exclusion of the   methods contemplated in clauses 18.2.5.1 and clause 18.2.5.3, the Expert   shall be required: 18.2.5.2.1. as regards SSA Ordinary Shares: 18.2.5.2.1.1.   to use the same methodology to determine the value of the Company and its   subsidiaries ("SSA Group") and accordingly an SSA Ordinary Share as   was used when the Trustees subscribed for SSA Khanyisa Shares, namely: i). a   discounted cash flow valuation of the free cash flow generated by the SSA   Group, derived from the latest available management accounts and forecasts   prepared by management of the Company; ii). macro-economic assumptions   utilised in the discounted cash flow valuation, unless the Expert 


    




 










Page 39   considersthat anyof such assumptionswasnot market related, in which event the   Expert will determine what the market related assumption macro-economic used   by Sasol, shouldhave been andthe Expert's determination shall be used in   place thereof; iii). the discount rate will be determined utilising the same   principles as were used at the time that the Trustees subscribed for the SSA   Khanyisa Shares, taking the following into account: a) an appropriate   measurement of risk (beta) derived from relevantandcomparable peer analysis;   group company b) the prevailing equity market risk premium at the time; c) an   appropriate post tax cost of debt of the SSA Group as determined by applying   a market-related lending spread over the long term risk free rate over South   African government bonds; d) the long term debt to equity ratio for the   Company and any subsidiary of the Company, as targeted by the Board or board   ofthe 


    




 










Page 40   subsidiary, as the case may be, (having taken account of the Sasol Group   funding policy) that is taken into account when the weighted average cost of   capital is calculated; 18.2.5.2.1.2. sequentially applyinga minority discount   of 25% (twenty five percent) and liquidity (marketability) discount of 10%   (ten percent) (i.e. an effective 32.5% (thirty two point five percent)   discount), discounts Trustees being applied the percentage at the time the   subscribedfortheSSA Khanyisa Shares; 18.2.5.2.1.3. taking account of any   relevant and comparable peer group trading valuation multiples. Having   applied clauses 18.2.5.2.1.1 to 18.2.5.2.1.3, the Expert shall consider   whether, in order to enable the Automatic Share Exchange to be undertaken   pursuant to section 42 of the Income Tax Act, 1962, or any equivalent   successor legislation, it is necessary to apply principles in addition to   those mentioned above for determining market value current at that time,   assessed on a quantitative and qualitative basis, and accordingly, whether it   would be appropriate to make an adjustment to the value of SSA determined in   accordance with clauses 18.2.5.2.1.1 to 18.2.5.2.1.3; 18.2.5.2.2. as regards   SOLBE1 Shares, their market based on an appropriate VWAP or such value other 


    




 










Page 41   methodology for determining market value as the Expert may determine; or   18.2.5.3. if the shareholders of Sasol resolve at the annual general meeting   of Sasol during 2018 that the method contemplated in this clause 18.2.5.3   will apply to the exclusion of the methods contemplated in clauses 18.2.5.1   and 18.2.5.2, the Expert shall be required: 18.2.5.3.1. as regards SSA   Ordinary Shares: 18.2.5.3.1.1. to use the same methodology to determine the   value of Company and its subsidiaries ("SSA Group") and accordingly   an SSA Ordinary Share as was used when the Trustees subscribed for SSA   Khanyisa Shares, namely: i). a discounted cash flow valuation of the free   cash flow generated by the SSA Group, derived from the latest available   management accounts and forecasts prepared by management of the Company; ii).   macro-economic assumptions utilised in the discounted cash flow valuation,   unless the Expert considersthat any of such assumptions was not market   related, in which event the Expert will determine what the market related   assumption macro-economic used by Sasol, shouldhave beenandthe Expert's   determination shall be used in place thereof; 


    




 










Page 42 iii).   the discount rate will be determined utilising the same principles as were   used at the time that the Trustees subscribed for the SSA Khanyisa Shares,   taking the following into account: e) an appropriate measurement of risk   (beta) derived from relevantandcomparable peer analysis; group company f) the   prevailing equity market risk premium at the time; g) an appropriate post tax   cost of debt of the SSA Group as determined by applying a market-related   lending spread over the long term risk free rate over South African   government bonds; h) the long term debt to equity ratio for the Company and   any subsidiary of the Company, as targeted by the Boardorboardofthe   subsidiary, as the case may be, (having taken account of theSasol Group   funding policy) that is taken into account when the weighted average cost of   capital is calculated; 18.2.5.3.1.2. sequentially applying aminority discount   of 25% (twenty five percent) 


    




 










Page43 and   liquidity (marketability) discount of 10% (ten percent) (i.e. an effective   32.5% (thirty two point five percent) discount), discounts Trustees beingthe   percentage applied at the time the subscribed forthe SSA Khanyisa Shares;   18.2.5.3.1.3. taking account of any relevant and comparable peer group   trading valuation multiples. 18.2.6. The Expert will act as an expert and not   as an arbitrator and his/her decision shall be final and binding on Sasol and   all the other participants to the Automatic Share Exchange (save for manifest   arithmetic errors). However, Sasol and the Trustees will be entitled to make   submissions to the Expert. It will be in the sole discretion of the Expert to   determine to what extent he/she will take account of any such submissions.   18.2.7. Sasol shall ensure that the required valuations shall be undertaken   in sufficient time in order for the exchange ratios to be known prior to the   Final Date. Accordingly, Sasol shall instruct the Expert at least 3 (three)   months prior to the Final Date. Sasol shall permit the Expert to have full   access to all relevant information concerning the Company and necessary to   undertake the valuation, subject to such Expert signing any confidentiality   undertaking and other undertakings required by Sasol, the Company and Sasol   Khanyisa FundCo. 18.2.8. The Expert shall not (without the prior written   consent of Sasol) be appointed to act as an arbitrator or as advisor in a   dispute related to, or involving the determination of the market value of the   Company. 18.2.9. The costs of the Expert shall be borne by Sasol. 18.2.10. Sasol   shall issue the relevant SOLBE1 Shares to the Nominee for the benefit of each   relevant Khanyisa Tier 2 Participant, or the Trustees, as the case may be. 


    




 










Page 44   18.2.11. Sasol shall be entitled to require the Trustees to transfer out of   their names nomine officio those SSA Khanyisa Shares into the name of Sasol   as nominee for the Trustees. 18.3. Non-Automatic Share Exchange At the   election of Sasol, which election shall be notified to the Trustees if the   provisions of clause 18.2.2: 18.3.1. become operative, during the period from   the date on which the provisions of clause 18.2.2 become operative but prior   to the implementation of the Automatic Share Exchange; or 18.3.2. do not   become operative, during the 60 (sixty) day period from the implementation of   the Automatic Repurchase, there shall be: 18.3.3. an exchange for any of the   Entitlement Assets which are shares other than SSA Khanyisa Shares for SOLBE1   Shares, for which purpose the provisions of clause 18.2, read with the definition   of Share Exchange Ratio, shall be applied mutatis mutandis to any of such   Entitlement Assets, to determine a ratio for the exchange of such Entitlement   Assets; and/or 18.3.4. a subscription for SOLBE1 Shares using any   Extraordinary Distributions, provided that, if clause 18.2.5.2 applies to the   Automatic Share Exchange, it shall not apply to this non-automatic share   exchange, but instead, the Expert shall: 18.3.5. as regards such Entitlement   Assets which are shares and which were valued for the purposes of the   subscription by the Trustees of SSA Khanyisa Shares, and an interest in the   company which issued such Entitlement Assets, is still held by the Company,   use the same methodology to determine the market value of such Entitlement   Assets, as was used then. Having applied the same methodology, the Expert   shall consider whether, in order to enable the non-automatic share exchange   to be undertaken pursuant to section 42 of the Income Tax Act, or any   equivalent successor legislation, it is necessary to apply other   methodologies for determining market value current at that time, assessed on   a quantitative and qualitative basis, and accordingly, whether it 


    




 










Page 45 would   be appropriate to make an adjustment to the value of the relevant Entitlement   Assets determined in accordance with the same methodology; or 18.3.6.   determine that the Trustees must use cash Extraordinary Distributions to   subscribe for SOLBE1 Shares, such subscription shall be at a price per SOLBE1   Share determined by the Expert in accordance with clause 18.2; 18.3.7. in any   other case, use any valuation method determined by the Expert as being   appropriate to determine market value. 19. CESSATION OF EMPLOYMENT,   FORFEITURE AND REALLOCATION AS REGARDS KHANYISA TIER 2 PARTICIPANTS 19.1.   Cessation of Employment by Reason of Death If any Khanyisa Tier 2 Participant   ceases to be employed by an Employer Company at any time prior to the Final   Date s/he will cease to be a Beneficiary of the Trust and forfeit his/her   Vested Right in his/her Entitlement Assets, save unless the reason for such   cessation is death (or in the case of a Khanyisa Tier 2 Participant   contemplated in clause 19.2 below, supervening death), in which event the   Khanyisa Tier 2 Participant's nominated beneficiaries, in proportion to their   allocation as per the nomination form, under the relevant Employer Company's   approved pension fund scheme who are Black Persons or Black Groups, or in the   absence of any such nominations, the Beneficiary's heirs, who are Black Persons   or Black Groups, shall be substituted for the deceased Khanyisa Tier 2   Participant and shall acquire Vested Rights in his/her Entitlement Assets,   subject to the same restrictive covenants as set out in clause 17. If such   replacement Beneficiary: 19.1.1. dies the provisions of this clause 19.1 will   apply to his/her heirs as replacement Beneficiaries; 19.1.2. is not a Black   Person or a Black Group, the provisions of clause 19.3 will apply to such   replacement Beneficiary mutatis mutandis, with any reference to: 19.1.2.1.the   resignation of a Khanyisa Tier 2 Participant being read as a reference to the   date upon which the deceased Khanyisa Tier 2 Participant died; 


    




 










Page 46   19.1.2.2.a Khanyisa Tier 2 Participant who ceases to be employed by an   Employer Company by reason of his/her resignation ("Resigned   Employee") being read as a reference to the replacement Beneficiary.   19.2. Cessation of Employment with the Group by reason of Retirement,   Retrenchment or by virtue of s197 of the LRA If any Khanyisa Tier 2   Participant ceases to be employed by an Employer Company at any time prior to   the Final Date, s/he will cease to be a Beneficiary of the Trust and forfeit   his/her Vested Right in his/her Entitlement Assets, save unless the reason   for such cessation is that s/he is a Retired/Retrenched/Transferred Employee   in which event the Khanyisa Tier 2 Participant concerned shall continue to be   a vested Beneficiary of the Trust in relation to his/her Entitlement Assets,   subject to the same restrictive covenants as set out in clause 17. 19.3.   Cessation of Employment by reason of resignation Any Resigned Employee:   19.3.1. at any time until the 3rct (third) anniversary of the Effective Date   or the Subsequent Effective Date, as the case may be, the Resigned Employee   shall, ipso facto, with effect from the date of his/her resignation, forfeit   his/her Vested Rights in his/her Entitlement Assets (but will not forfeit   Normal Distributions already declared but not yet paid to the Trustees or   received by the Trustees and not yet paid to the Khanyisa Tier 2 Participants   and will cease to be a Khanyisa Tier 2 Participant prior to the date of   his/her resignation) and will cease to be a Beneficiary of the Trust. 19.3.2.   after the Forfeiture Period but prior to the Final Date, the Resigned   Employee shall, ipso facto, with effect from the date of his/her resignation   forfeit: 19.3.2.1.70% (seventy percent) of his/her Vested Rights if s/he   resigned at any time during the first year after the Forfeiture Period;   19.3.2.2.60% (sixty percent) of his/her Vested Rights if s/he resigned at any   time during the second year after the Forfeiture Period; 19.3.2.3.50% (fifty   percent) of his/her Vested Rights if s/he resigned at any time during the   third year after the Forfeiture Period; 


    




 










Page 47   19.3.2.4. 40% (forty percent) of his/her Vested Rights if s/he resigned at   any time during the fourth year after the Forfeiture Period; 19.3.2.5. 30% (thirty   percent) of his/her Vested Rights if s/he resigned at any time during the   fifth year after the Forfeiture Period; 19.3.2.6. 20% (twenty percent) of   his/her Vested Rights if s/he resigned at any time during the sixth year   after the Forfeiture Period; or 19.3.2.7. 10% (ten percent) of his/her Vested   Rights if s/he resigned at any time during the seventh year after the   Forfeiture Period, excluding his/her right to any Distribution already   declared by the Company, but not yet paid to the Trustees or received by the   Trustees and not yet paid to the Khanyisa Tier 2 Participants and will cease   to be a Khanyisa Tier 2 Participant under the Trust. 19.4. Cessation of   Employment by Reason of Dismissal 19.4.1. Subject to clause 19.4.2, if a   Khanyisa Tier 2 Participant ceases to be employed at any time prior to the   Final Date by reason of his/her dismissal, such dismissed Khanyisa Tier 2   Participant shall, ipso facto, with effect from the date of his/her   dismissal, forfeit his/her Vested Rights in his/her Entitlement Assets   (including his/her Vested Right to any Normal Distribution declared by SSA   but not yet paid to the Trustees or received by the Trustees but not yet paid   to the Khanyisa Tier 2 Participants prior to the date of his/her dismissal)   and will cease to be a Khanyisa Tier 2 Participant under the Trust. 19.4.2.   If the dismissal of a Khanyisa Tier 2 Participant is found by one of the   CCMA, a Bargaining Council having jurisdiction or the Labour Court or the   Labour Appeal Court to have been substantively unfair and such decision is   either not challenged by the Employer Company or has been confirmed on review   by the Labour Court then the dismissed employee shall be re-instated as a   Khanyisa Tier 2 Participant with effect from the date of his/her dismissal   and shall with retrospective effect, be reinstated with the Vested Rights   forfeited as a result of the dismissal as if the forfeiture had never taken   place. 19.4.3. In the event that a Khanyisa Tier 2 Participant is found to   have been substantively unfairly dismissed as described in clause 19.4.2   above, but is not awarded reinstatement of his/her employment, the Khanyisa   Tier 2 


    




 










Page 48   Participant will be considered, for purposes of this Trust Deed, to have   resigned with effect from the date of his/her dismissal. 19.4.4. The   operation of clauses 19.4.2 and 19.4.3 above shall not be suspended by any   appeal that may be launched, by an Employer Company or former Khanyisa Tier 2   Participant to the Labour Appeal Court or any other court. 19.4.5. If a   dispute is declared regarding the substantive fairness of the dismissal of a   Khanyisa Tier 2 Participant, such Khanyisa Tier 2 Participant's Vested Rights   shall continue to be forfeited, but the Entitlement Assets which are the   subject of the Vested Rights shall not become unallocated if the provisions   of clause 19.4.2 apply. If it is no longer possible for clause 19.4.2 to be   invoked the Vested Rights shall remain forfeited and the Entitlement Assets   in question shall thereupon only from that date form part of the Unallocated   Entitlement Assets. 19.4.6. Once the dispute referred to in clause 19.4.5 has   been settled and: 19.4.6.1. the Khanyisa Tier 2 Participant concerned has   been dismissed, the forfeited Entitlement Assets will follow the process of forfeited   Vested Rights as set out in clause 19.6; 19.4.6.2. the Khanyisa Tier 2   Participant concerned has been reinstated, his/her Entitlement Assets will   not be forfeited and he/she will be paid any Normal Distributions declared   but not paid to him/her by the Trust during the period of the dispute. 19.5.   Transfers within the Group Notwithstanding anything to the contrary contained   herein, a Khanyisa Tier 2 Participant who ceases to be employed by a Group   Company but is thereupon immediately employed by another Group Company, shall   not for the purposes of clause 19, be deemed to have ceased to be in   employment by the Group. 19.6. Reallocation of Forfeited Vested Rights   19.6.1. For the 5 (five) year period from the Effective Date the provisions   of clause 15.2 shall apply and only after all New Khanyisa Tier 2   Participants have received Vested Rights in the Designated Number of   Entitlement Assets, shall the Entitlement Assets which were the subject   matter of such 


    




 










Page 49 Vested   Rights which are forfeited, become available for reallocation as contemplated   in clause 19.6.2. 19.6.2. As regards any Entitlement Assets which are   forfeited during any financial year of the Company up to the 5th (fifth)   anniversary of the Effective Date and which are not required for purposes of   clause 15.2, each of the Khanyisa Tier 2 Participants on the 30th (thirtieth)   day prior to the end of that financial year will automatically acquire either   Vested Rights or ownership, as applicable, in those forfeited Entitlement   Assets in the same ratios as s/he then has Vested Rights or ownership in   his/her Entitlement Assets, save that there will be no Vested Rights in or   ownership of fractions of Shares ("Forfeited SSA Fractions"). Any   Forfeited SSA Fractions remaining on the Final Date will first vest before   they are exchanged by the Trustees with Sasol for SOLBE1 Shares mutatis   mutandis in accordance with the Automatic Share Exchange provisions,   whereafter they will be sold in the market for the benefit of the Khanyisa Tier   2 Participants. The proceeds Jess Specific Taxation and Expenses, will be   vested and paid on the Khanyisa Tier 2 Transfer Date in the proportions that   the Entitlement Assets of the Khanyisa Tier 2 Participants bear to each   other. 19.6.3. On the 5th (fifth) anniversary of the Effective Date, the   Khanyisa Tier 2 Participants will automatically acquire Vested Rights in   respect of any remaining Unallocated Entitlement Assets in the same   proportions as s/he holds his/her Entitlement Assets at that date, save for   fractions which will be dealt with mutatis mutandis in accordance with clause   19.6.2. 20.TRANSFER OF ENTITLEMENT ASSETS TO KHANYISA TIER 2 PARTICIPANTS   20.1. On the Khanyisa Tier 2 Transfer Date, the Entitlement Assets which are   shares, or the SOLBE1 Shares if the Automatic Share Exchange has occurred,   and, if applicable the non-automatic share exchange contemplated in clause   18.3, less Specific Taxation and Expenses (which shall be dealt with as   contemplated in either clause 20.4 or 20.5) shall thenceforth be held by:   20.1.1.if they are SOLBE1 Shares, the Nominee for the benefit of the Khanyisa   Tier 2 Participants concerned as beneficial owners, instead of the Trustees; 


    




 










Page 50 20.1.2.   if they are Entitlement Assets which are shares, the Trustees no longer as   principals, nomine officio, but as nominees for the benefit of the Khanyisa   Tier 2 Participants concerned as beneficial owners. 20.2. On the Khanyisa   Tier 2 Transfer Date, the Trustees shall transfer to each Khanyisa Tier 2 Participant   his/her Entitlement Assets, which are not shares, including cash. 20.3. Each   Khanyisa Tier 2 Participant shall be liable for the Specific Taxation and   Expenses arising from the vesting, transfer and/or realisation of his/her   Entitlement Assets in terms of the provisions of this Trust Deed. The   Trustees will inform each Khanyisa Tier 2 Participant in writing of any   directive received from the South African Revenue Services relating to the   Specific Taxation and Expenses attributable to him/her. 20.4. Each Khanyisa   Tier 2 Participant entitled to Entitlement Assets shall, by no later than 5   (five) days from receipt of the notification referred to in clause 20.3   above, which date shall be before any transfer of Entitlement Assets is   effected, notify the Trustees if s/he shall make payment to the Trustees   prior to the transfer of the Entitlement Assets to him/her, in cash of the   amount of Specific Taxation and Expenses attributable to such Khanyisa Tier 2   Participant. 20.5. Should a Khanyisa Tier 2 Participant fail to: 20.5.1.   notify the Trustees within the 5 (five) day period that s/he intends to make   payment to the Trustees prior to the transfer of the Entitlement Assets to   him/her, in cash of the amount of Specific Taxation and Expenses attributable   to such Khanyisa Tier 2 Participant; and/or 20.5.2. make the payment so   notified in terms of clause 20.5.1, in cash within the relevant period, the   Trustees, before ownership of such Entitlement Assets has passed to the   Khanyisa Tier 2 Participant, as his/her agent and on his/her behalf, shall   use any cash in respect of which such Khanyisa Tier 2 Participant has Vested   Rights and to the extent necessary shall realise sufficient of his/her   Entitlement Assets in order to discharge his/her liability to pay the Specific   Taxation and Expenses attributable to him/her, including taxation of this   very disposal. In this circumstance, the Khanyisa Tier 2 Participant grants   the Trustees an irrevocable power of attorney to act as his/her agent, with   power of substitution. Any proceeds of such realisation remaining after   discharging 


    




 










Page 51 the   Specific Taxation and Expenses attributable to such Khanyisa Tier 2   Participant shall be paid to the Khanyisa Tier 2 Participant concerned. 21.   CORPORATE ACTION AS REGARDS THE KHANYISA TIER 2 PLAN 21.1. Take Overs at   Company Level Only If an Offeror offers to purchase all or a portion of the   Ordinary Shares held by Sasol and/or by any other member of the Sasol Group   and: 21.1.1. no simultaneous Offer is made by the Offeror to the Trustees for   the acquisition of the SSA Khanyisa Shares, then the Trustees agree that the   Trust will not be entitled to participate in that Offer (and to the extent   necessary waive any right to receive such Offer) or have any claims as a   result of its non-participation in the Offer; 21.1.2. a simultaneous Offer is   made by the Offeror to the Trustees for the acquisition of the SSA Khanyisa   Shares, then at Sasol's election given in writing to the Trustees, the   Trustees shall be obliged to accept or reject the Offer in respect of the SSA   Khanyisa Shares on the following basis: 21.1.2.1. if Sasol does not make any   election, it shall be deemed to have directed that the Trustees must reject   the Offer; 21.1.2.2. if the Trustees are directed by Sasol not to accept the   Offer or Sasol is deemed to have directed that the Trustees must reject the   Offer, then the Trustees agree that the Trust will not be entitled to   participate in that Offer, and to the extent necessary the Trustees waive any   right to receive such Offer and the Trustees and each of the Khanyisa Tier 2   Participants shall not have any claims as a result of the Trust's   non-participation in the Offer; 21.1.2.3. if the Trustees are directed by   Sasol to accept the Offer, then Sasol shall bring forward the Trigger Date as   contemplated in clause 1.3.93.1 and shall bring forward the Final Date to the   first Business Day after the closing of the Offer. In such event, the Vested   Rights in SSA Khanyisa Shares of each Khanyisa Tier 2 Participant concerned   shall be substituted for Vested Rights to the consideration which the   Trustees will receive on acceptance 


    




 










Page 52 of that   Offer, in place of the SSA Khanyisa Shares which have been released to the   Offeror and the provisions of clause 20 shall be implemented. 21.2. Take   Overs at Sasol Level affecting the Trust Should an Offeror give notice to the   Sasol Board that it intends to propose an Offer for the acquisition of all or   a part of the entire share capital of Sasol or the SOLBE1 Shares: 21.2.1. and   Sasol has indicated its intention to the Trustees, to bring forward the   Trigger Date as contemplated in clause 1.3.93.1, to effect the Automatic   Share Exchange (and if Sasol so determines the non-automatic share exchange   in accordance with clause 18.3) with the Trustees on the day after the   Trigger Date and, if the Offer becomes unconditional, to make the Final Date   an earlier date: 21.2.1.1. the Trustees shall notify each Khanyisa Tier 2   Participant about the Offer and each Khanyisa Tier 2 Participant shall be   entitled, by not later than 3 (three) Business prior to the closing date of   the Offer to direct the Trustees in writing, who in turn will direct the   Nominee how to vote, as regards the SOLBE1 Shares in respect of which s/he   will have Vested Rights when the Automatic Share Exchange is implemented and   which are the subject of the Offer; 21.2.1.2. if the Offer becomes   unconditional the Trustees, as the owners of SOLBE1 Shares, which are the   subject of the Offer must, to the extent that the Offer is:   21.2.1.2.1.binding on all the holders of SOLBE1 Shares whether by acceptance   or by operation of law, comply with such offer, including releasing such   SOLBE1 Shares, to the Offeror and receiving the consideration due from the   Offeror. In such event, the Vested Rights in SOLBE1 Shares of each Khanyisa   Tier 2 Participant concerned shall be substituted for Vested Rights to such   consideration, in place of the SOLBE1 Shares which have been 


    




 










Page 53   released to the Offeror and the provisions of clause 20 shall be implemented;   21.2.1.2.2. not binding on all the holders of SOLBE1 Shares but any   particular Khanyisa Tier 2 Participant directed the Trustees to accept the   Offer in respect of those SOLBE1 Shares to which he/she would have Vested   Rights on the implementation of the Automatic Share Exchange and which are the   subject of the Offer, comply with such Offer, including releasing the SOLBE1   Shares to the Offeror and receiving the consideration due from the Offeror.   In such event, the Vested Rights in SOLBE1 Shares of each Khanyisa Tier 2   Participant concerned willbe substituted for Vested Rights to such   consideration in place of the SOLBE1 Shares, which have been released to the   Offeror and the provisions of clause 20 shall be implemented. As regards   those Khanyisa Tier 2 Participants who did not direct the Trustees to accept   the Offer, s/he shall continue to have Vested Rights in his/her SOLBE1 Shares   and the provisions of clause 20 shall be applied in respect of such SOLBE1   Shares; 21.2.2. and Sasol has not indicated to the Trustees an intention to   bring the Trigger Date forward, to effect the Automatic Share Exchange on the   Business Day after the Trigger Date, and, if the Offer becomes unconditional,   Sasol will make the Final Date an earlier date, the consequence will be that   it will not be possible for the Trustees to participate in the Offer. In such   event neither the Trustees nor the Khanyisa Tier 2 Participants shall have   any claims against Sasol but if the listing of the SOLBE1 Shares has been   affected by the implementation of the Offer, Sasol will take whatever steps   are necessary in an endeavour to ensure that there is a listing of the SOLBE1   Shares on the same or similar basis as currently prevails or at least that   there is an alternative trading platform for the SOLBE1 Shares on the Final   Date. 


    




 










Page 54   21.3.Power of Attorney The Trustees irrevocably and in rem suam appoint Sasol   as their attorney and agent to do all such things as may be necessary to   comply with the provisions of this clause 21 dealing with Corporate Actions only.   22.DISTRIBUTION TO THE RESIDUAL BENEFICIARYIIES If the selection has been   made in terms in clause 1.3.6.2, any cash remaining on the later of the   Khanyisa Tier 2 Transfer Date and the application of the Automatic Share   Exchange which is not required to settle Costs, shall vest in and be paid to   all of the Khanyisa Tier 2 Participants pro rata to their respective Vested   Rights on the Final Date. PART D-GENERAL PROVISIONS APPLICABLE TO THE TRUST   23. FURTHER FUNDING OF THE TRUST BY THE COMPANY Save as contemplated in   clause 31, the Company shall not be obliged to provide any funding of any   nature to the Trust nor shall it be obliged to give any guarantee or   indemnity in respect of any of the Trust's liabilities or obligations. 24.   TRUSTEES 24.1. Number and Composition of Trustees 24.1.1.Save as may   otherwise be required by the Codes, and save in the period prior to the   appointment of the first Elected Trustees in terms of clause 24.3, there   shall at all times be no more than, and no less than, 4 (four) Trustees in   office for the valid exercise of the powers and discharge of the duties of   the Trustees in terms of this Trust Deed: 24.1.1.1. all of whom must be Black   People; 24.1.1.2. one of whom must be a Black Person who is female; 24.1.1.3.   one of whom must be a director of Sasol or any of the Group Companies;   24.1.1.4. the majority of whom must be independent of Sasol; 24.1.1.5. none   of whom shall benefit from the Plan. 


    




 










Page 55 24.1.2.   No executive director of Sasol or of any other Employer Company may be   appointed as a Trustee. 24.1.3. In the event that the Codes require the   appointment of any additional trustees, the first additional Trustee will be   appointed by the Beneficiaries and the second additional Beneficiary shall be   appointed by Sasol, and so on in rotation. 24.1.4. The Trustees shall be   appointed as follows: 24.1.4.1.2 (two) shall be appointed, removed and   replaced by the Beneficiaries, it being recorded that at all times, the   Trustees appointed by the Beneficiaries must have experience in the   administration of trusts and will be independent of Sasol; and 24.1.4.2.2   (two) shall be appointed, removed and replaced by Sasol, it being recorded   that at all times one of these Sasol Appointed Trustees will be independent   of Sasol. 24.2. Sasol Appointed Trustees 24.2.1.It is recorded that Yvonne   Malekhotla Motsisi and Naeem Adam are the Sasol Appointed Trustees in terms   of clause 24.1.4.2 and also the First Trustees of the Trust. Yvonne   Malekhotla Motsisi and Naeem Adam, by their signature to this Trust Deed,   accept their appointment as such and undertake to carry out all the duties,   functions and obligations incumbent upon them as soon as the letters of   authority have been issued to them by the Master. 24.2.2.Sasol shall from   time to time on written notice to the Trustees be entitled to remove and   replace a Sasol Appointed Trustee so appointed. 24.3. Elected Trustees   24.3.1. Within 6 (six) months of the Effective Date, the First Trustee/s   shall procure that the Beneficiaries shall have the opportunity to elect   their Trustees referred to in clause 24.1.4.1 from a list containing the   names of persons, who shall be independent of Sasol, who have been nominated   by Beneficiaries as candidates, who comply with the applicable requirements   of this clause 24, including but not limited to clauses 24.4.1 and 24.4.2,   and who are not disqualified in terms of clause 24.4 ("Qualification,   Disqualification 


    




 










Page 56 and   Further Election of Trustees") ("Candidates"), in accordance   with procedures to be determined by Sasol from time to time, which procedures   shall not entitle Sasol to veto the nomination of any Candidate. 24.3.2. The   First Trustee/s shall send a written notice to each Beneficiary, requesting   him/her to vote for the appointment as Trustees of 2 (two) Candidates. Each   Beneficiary who wishes to vote for Candidates shall address his/her vote or   votes to the First Trustees by returning such notice, stating the names of   the Candidates for whom s/he is voting. 24.3.3. The First Trustee/s shall   count the votes received from the Beneficiaries, which count shall be   verified by the Auditors, and the nominees to receive the highest number of   votes shall be elected whereafter the First Trustees shall notify the   Beneficiaries of the Candidates who have been elected in terms of this clause   24.3. 24.3.4. Should the Master refuse to grant the letters of authority to   an Elected Trustee, or require that security be provided by an Elected   Trustee, the Elected Trustee concerned shall not qualify to be an Elected   Trustee of this Trust and in such event, the First Trustees shall identify   the Candidate who received the next most votes in the election in terms of   this clause 24.3, and such Candidate shall be put forward to the Master to   replace the disqualified Candidate. The same process shall be followed if the   Master refuses to grant letters of authority to, or requires security from,   such alternate Candidate. 24.3.5. The Trustees in office from time to time   shall ensure that an election of new Elected Trustees shall take place at 3   (three) year intervals, mutatis mutandis, on the basis set out in the other   provisions of this clause 24.3, provided that if no nominations are made by   the Beneficiaries, or in the case of nominations no votes are cast in respect   of any Candidates, then the Elected Trustees shall remain in office for the   next period of 3 (three) years. 24.3.6. 10 (ten) Beneficiaries may, by notice   in writing to the Trustees ("Requisition Notice"), requisition that   a meeting of Beneficiaries be convened by the Trustees for the purposes of   considering a resolution or resolutions to remove an Elected Trustee then in   office. The Requisition Notice shall detail: the name of the Elected Trustee   the removal of whom will be considered at the meeting of Beneficiaries, and   the reasons for requiring the removal of the Elected Trustee. As soon as   practicable after receipt of a Requisition Notice, 


    




 










Page 57 the Trustees   shall convene a meeting of Beneficiaries mutatis mutandis in accordance with   the provisions of clause 33, save that 24.3.6.1. not less than 21   (twenty-one) clear days' written notice of such meeting shall be given to the   Beneficiaries and to the Elected Trustee; 24.3.6.2. such notice shall set out   the reasons advanced by the Beneficiaries for the removal of the Elected   Trustee as set out in the Requisition Notice; and 24.3.6.3. in order for a   resolution for the removal of an Elected Trustee to be validly passed and   effective at such meeting, such resolution must be passed by more than 50%   (fifty per cent) of the votes cast in terms of clause 33.2.7 by Beneficiaries   present in person or by proxy and voting at such meeting. 24.4.   Qualification, Disqualification and Further Election of Trustees 24.4.1.   Trustees shall have a minimum of 5 (five) years' experience in the   administration of employee share ownership plans with a B-BBEE element in   South Africa. 24.4.2. Beneficiaries shall not be eligible for appointment as   Trustees. 24.4.3. Notwithstanding anything to the contrary contained in this   clause 24 the following persons shall be disqualified from acting as Trustee,   and any Trustee in office from time to time that falls to be disqualified in   terms hereof, shall be deemed to have ipso facto resigned: 24.4.3.1. any   person who would be disqualified from acting as a director of a company in   terms of the Companies Act; 24.4.3.2. any person removed from any office of   trust on account of misconduct; 24.4.3.3. any person whose estate has been   sequestrated and has not yet been rehabilitated; 24.4.3.4. any person who has   been declared by a competent court to be mentally ill or incapable of   managing his/her own affairs or if s/he 


    




 






 



Page 58 is by   virtue of the Mental Health Act, 1973, detained as a patient in an   institution or as a state patient; 24.4.3.5. any person who has been   convicted in South Africa or elsewhere of any offence of which dishonesty is   an element or of any other offence for which s/he has been sentenced to   either imprisonment without the option of a fine or a fine in excess of R5   000,00 (five thousand Rand); 24.4.3.6. any person who has been dismissed from   the employ of the Company or any Group Company for any reason whatsoever; and   24.4.3.7. any person whose appointment would in any way adversely impact the   points which the Company may otherwise have been entitled to earn under the   generic scorecard of the Codes and/or Charter (as the case maybe). 24.4.4.   The office of a Trustee shall be automatically vacated if: 24.4.4.1. s/he   becomes disqualified in terms of clause 24.4.3; 24.4.4.2. s/he resigns   his/her office by not less than 60 (sixty) days (or such shorter period as   the remaining Trustees may agree to) written notice to the remaining   Trustees; 24.4.4.3. s/he dies; 24.4.4.4. his/her term of office as such shall   have expired as contemplated in clause 24.3.5; 24.4.4.5. in the case of a   Sasol Appointed Trustee, s/he is removed from office by Sasol in terms of   clause 24.2.2; or 24.4.4.6. in the case of an Elected Trustee, s/he is   removed from office by a resolution of the Beneficiaries at a meeting of   Beneficiaries convened in terms of clause 24.3.6. 24.4.5. If the office of an   Elected Trustee is vacated for any reason whatsoever, then the remaining   Trustees shall as soon as possible thereafter cause elections to be held in   terms of clause 24.3 to elect a new Elected Trustee. 


    




 










Page 59   24.4.6.No Trustee shall have the right during his/her lifetime or by last   will to appoint his/her successor or an alternate Trustee to serve as Trustee   in his/her place and stead. 25. PROCEEDINGS OF TRUSTEES 25.1. Any Trustee is   at all times entitled to convene a meeting of the Trustees by giving 14   (fourteen) clear days' written notice to the other Trustees, or such shorter   notice as may be agreed by all of them in writing. 25.2. The Trustees shall   meet together for the dispatch of business, adjourn and otherwise regulate   their meetings as they deem fit. 25.3. The Trustees may participate in a   meeting of the Trustees by means of conference telephone or similar equipment   by means of which all persons participating in the meeting can hear each   other and any such participation in a meeting shall constitute presence in person   at the meeting. 25.4. Save at the time prior to the appointment of the first   Elected Trustee in terms of clause 24.3 the majority of Trustees shall   constitute a meetings of the Trustees. quorum for the purposes of 25.5. Save   as may be expressly otherwise provided in this Trust Deed or the Statutes,   decisions to be taken by the Trustees present at a meeting of Trustees shall   take place by majority vote. 25.6. A resolution in writing signed by the   majority of Trustees shall be valid and effectual as if it had been passed at   a meeting of the Trustees duly called and constituted, and such resolution   may be signed in counterparts and shall have effect from the date of last   signature. 25.7. The Trustees shall keep minutes of their meetings in writing   and all resolutions passed by the Trustees shall be duly signed by the   majority of Trustees. 25.8. In the event that the Trustees are required to   vote on any proposed resolution (including any voluntary winding-up) of the   shareholders of SSA or Sasol (as the case may be), or with regard to the   acceptance of a take-over offer or scheme of arrangement, the Trustees shall   be obliged to allow the relevant Beneficiaries adequate time, to give   directions to the Trustees on how to vote in such regard. 


    




 










Page 60 26.   POWERS OF TRUSTEES 26.1. Subject to the restrictive covenants set out in   clause 29, the Trustees shall have the power and authority to achieve the   intents, objects and purposes of the Trust, to do whatever may be effected by   a natural person who is a major in relation to his/her own affairs and as may   be necessary for, or incidental to, the carrying out of their duties as set   out in this Trust Deed, and such powers to do all things necessary to   exercise the rights and perform the obligations of the Trust. Without   derogating from the generality of the foregoing, the Trustees shall have the   following specific powers: 26.1.1. to open and operate (either themselves or   by a person/s authorised by them) bank accounts in the name of the Trust with   any bank without any overdraft facility available in respect thereof, to   draw, accept, make or endorse cheques, bills of exchange or promissory notes   for and on behalf of the Trust; 26.1.2. to make any investments with the   relevant member of the Group in accordance with clause 32; 26.1.3. to   subscribe for the SOL Shares, SOLBE1 Shares and SSA Khanyisa Shares in   accordance with clauses 5.1, 5.2 and 14.1 respectively, but to hold them only   as an investment and never to trade in them, otherwise than as provided for   in this Trust Deed, or for the avoidance of doubt, the term of issue of the   SSA Khanyisa Shares relating to the Notional Vendor Finance; 26.1.4. to   exercise or to procure the exercise of the voting powers or other rights   attached to the Plan Assets, as determined in accordance with clause 35;   26.1.5. to attend shareholders' meetings of the Company and exercise voting   rights thereat in accordance with the provisions of clauses 35.5 to 35.7;   26.1.6. to vest Unallocated Entitlement Assets as and when required in   appropriate Beneficiaries during the Empowerment Period; 26.1.7. to   distribute Plan Assets and any other assets to the Beneficiaries in   accordance with the terms of this Trust Deed; 26.1.8. to vest Forfeited   Fractions and Forfeited SSA Fractions and thereafter to realise same for the   benefit of Beneficiaries, after the deduction of Costs; 26.1.9. to pay Costs   out of Normal Distributions in respect of Unallocated Entitlement Assets; 


    




 










Page 61   26.1.10. to delegate any of their rights, obligations, functions and powers   set out in this Trust Deed to a person or entity (including the   Administrator) who is approved in writing by the Board; 26.1.11. to employ   any professional or other person as the Trustees, acting reasonably and   prudently, may decide, to provide professional services to the Trust and to   take and act upon any professional advice so obtained, provided that the   Trustees have obtained the pre-approval in writing of the Company's audit   committee for an appointment by the Trustees of the Auditors for any   non-audit services; 26.1.12. to receive any Normal Distributions or   Extraordinary Distributions; 26.1.13. to comply with the Automatic Repurchase   and the Automatic Share Exchange and the non-automatic share exchange   contemplatedin clause 18.3; 26.1.14. to keep books of account of all   transactions and proper records of the affairs of the Trust; 26.1.15. to deal   with any Corporate Action on the basis set out in this Trust Deed; 26.1.16.   to appear wherever necessary and there to sign all documents and generally to   do all things required to give effect to the terms of this Trust Deed; and   26.1.17. to exercise such further rights, powers and authorities as may from   time to time be conferred upon them by resolution of the Board or the Sasol   Board, as the case may be. 26.2. The Elected Trustees shall have the power to   employ any professional person as the Elected Trustees may any time   reasonably require to enable them to perform their powers, duties and   functions under this Trust Deed, and the Trust shall bear the reasonable   costs of employing such professional person. 26.3. Without prejudice to any   of the foregoing, the Trustees shall have: 26.3.1. full capacity to contract   on behalf of the Trust, subject always to such limitations, if any, as may be   imposed by this Trust Deed, provided that they shall under no circumstances,   subject to the Statutes, be personally liable on any such contract; and 


    




 










Page 62 26.3.2.   locus standi in judicio and be capable of bringing, defending, opposing,   withdrawing, settling and/or otherwise acting on behalf of the Trust in   connection with any proceedings whatsoever in or before any court, or in any   arbitration forum, or before any other forum, provided that all costs   reasonably incurred by them in that regard shall be for the account of the   Trust. 26.4. All deeds, documents or instruments required to be executed by   the Trustees shall be deemed to have been validly executed if executed by all   the Trustees. 27. DUTIES OF TRUSTEES 27.1. The Trustees shall establish   separate Registers for the SSA Khanyisa Shares, the SOL Shares and the SOLBE1   Shares and other Entitlement Assets which are shares, in which they shall   record, in respect of each Beneficiary, at least the following: 27.1.1. the   number of Entitlement Assets in respect of which each such Beneficiary has   Vested Rights; 27.1.2. the Entitlement Assets in respect of which Vested   Rights are still to be granted to him/her if the proviso in clause 15.2 is   applicable to such New Khanyisa Tier 2 Participant; 27.1.3. the Subsequent   Effective Date where such Beneficiary is a New Khanyisa Tier 2 Participant;   27.1.4. any forfeitures of Vested Rights, which shall be entered into the   Register as soon as possible after the forfeiture occurs; 27.1.5. the date of   termination of his/her Employment by the Group; 27.1.6. the reason for   termination of his/her Employment by the Group; and 27.1.7. details of all   Normal Distributions and/or Entitlement Assets, after deduction of an amount   to cover Specific Taxation and Expenses, made to him/her in terms of this   Trust Deed. 27.2. The Trust shall hold the Plan Assets in accordance with the   provisions of this Trust Deed for the ultimate benefit of the Beneficiaries,   but in relation to the SSA Khanyisa Shares, subject to the Automatic   Repurchase. 


    




 










Page 63 27.3.   The Trustees shall not incur liabilities other than liabilities (including,   without limitation, audit fees and liabilities in respect of Tax) that they   are obliged to incur in terms of any applicable law, or as specifically   permitted by this Trust Deed. 27.4. The Trustees shall not make any   distributions to Beneficiaries in a manner other than that specified in this Trust   Deed. 27.5. The Trustees shall procure, insofar as they are able, that all   circulars, letters and other documents issued to Shareholders or Sasol   Shareholders, as the case may be, are made available to Beneficiaries, on   written request to the Administrator during normal business hours. 27.6. The   Trustees shall procure that the Trust Deed is available on written request by   any Beneficiary in an official language in which that Beneficiary is   familiar, having regard to the necessity to have this Trust Deed translated   and allowing sufficient time therefor, provided that the English version of   the Trust Deed shall prevail over any other translated version of the Trust   Deed. 28. PRIVILEGES OF THE TRUSTEES 28.1. The Trustees shall be exempt from   any obligation to furnish security in connection with their appointment   and/or for the due administration of the Trust to the Master or any other   person, body or authority. 28.2. Subject to the Statutes: 28.2.1. no Trustee   shall be liable to make good to the Trust or any Beneficiary any loss   occasioned or sustained by any cause, howsoever arising, except such losses   as may arise from or be occasioned by his/her own personal dishonesty or   other wilful misconduct or gross negligence; 28.2.2. no Trustee shall be   liable for any act of dishonesty or other misconduct committed by any other   Trustee unless she knowingly allowed it or was an accessory to such   dishonesty or other misconduct; and 28.2.3. the Trustees shall be indemnified   out of the assets of the Trust against all claims and demands of whatsoever   nature that may be made upon them arising out of the exercise or purported   exercise of any of the powers hereby conferred upon them. 


    




 










Page 64 28.3.   The Trustees shall be reimbursed for all reasonable and necessary expenses   incurred by them on behalf of, or for the benefit of, the Trust. 28.4.   Trustees who are not employees of the Group shall be entitled to be   remunerated for their services as such and such remuneration shall be   determined by Sasol from time to time. 29. RESTRICTIVE COVENANTS PERTAINING   TO THE TRUST The Trustees shall, unless and to the extent that the Company   and Sasol may otherwise in writing agree, not: 29.1. save for the Plan Assets   or SOLBE1 Shares pursuant to the Automatic Share Exchange, acquire any other   asset except for holding cash, or if the asset relates to the Plan Assets for   example following an unbundling transaction; 29.2. pledge, cede in security,   mortgage or otherwise hypothecate or encumber any assets or any of the rights   attached to the Plan Assets; 29.3. except in accordance with the provisions   of this Trust Deed, Dispose of or enter into any contract to Dispose of any   Plan Assets (whether or not they are listed) or any of the rights attached   thereto; or 29.4. enter into any agreement in respect of the votes attached   to any of the Plan Assets (which are shares) or any of the other rights   attached to the Plan Assets (which are shares). 30. BOOKS OF ACCOUNT AND   AUDITORS 30.1. The Trustees shall keep true and correct records and books of   account of their administration of the Trust as contemplated in clause   30.5.1. 30.2. Such records and books of account, together with all other   papers and documents connected with or relating to the Trust, shall be kept   at the office of the Administrator. 30.3. The Trustees shall be entitled to   appoint and remove the Auditors subject to the prior written consent of   Sasol. 30.4. The Auditors, Sasol and all Employer Company Boards shall have   the right of access at all times to the books and records of the Trust.The   Auditors and the Employer Company Boards shall each be entitled to demand   from the Trustees such information 


    




 










Page 65 and   explanations as the Employer Company Boards may reasonably require and in the   case of the Auditors, as may be necessary for the performance of their duties   as Auditors. 30.5. The Trustees shall: 30.5.1. ensure that the books of   account of the Trust are prepared in accordance with the Company's accounting   policy from time to time and International Financial Reporting Standards   stipulated from time to time by the International Accounting Standards Board   (or its successor body) and that such books of account are audited in   accordance with international standards on auditing; and 30.5.2. annually cause   financial statements to be prepared and the financial statements so prepared   to be audited by the Auditors. 31. DAY-TO-DAY ADMINISTRATION AND COSTS AND   EXPENSES OF THE TRUST 31.1. The day-to-day administration of the affairs of   the Trust shall, be undertaken on behalf of the Trustees by the Administrator   appointed, removed and replaced from time to time by the Trustees. 31.2. All   Costs of the Trust shall be borne by the Trust out of Normal Distributions   received (including accrued interest from surplus cash invested and any other   income) in respect of Unallocated Entitlement Assets which are shares. If   there is any shortfall in the costs of administering the Trust, Sasol shall   pay same to the Trust by way of a capital contribution. For the avoidance of   doubt, any Extraordinary Distributions will be the subject matter of Vested   Rights and accordingly will be distributed to Beneficiaries only with the   other Entitlement Assets. 31.3. For the avoidance of doubt, it is recorded   that the Trust shall not be responsible for any costs (including, without   limitation, Specific Taxation and Expenses) in respect of any right exercised   by a Beneficiary, or in respect of any Vested Rights or benefit distributed   to the Beneficiary under this Trust Deed which will be for the account of the   Beneficiary. 31.4. The Trustees shall be obliged initially by not later than   2 months after the Effective Date to produce a budget and in subsequent   years, by 1 August of each succeeding year, which budget will be subject to   the approval of Sasol. 


    




 










Page 66 31.5.   Additional criteria applicable to B-BBEE ownership schemes and employee   ownership schemes which will also be applicable to the Plan include that the   Administrator must have a track-record of operating as a B-BBEE ownership   scheme and employee ownership scheme, or in the absence of such a   track-record demonstrable evidence of full operational capacity to operate as   a B-BBEE ownership scheme and employee ownership scheme. For the avoidance of   doubt operational capacity must be evidenced by suitably qualified and   experienced staff in sufficient number, experienced professional advisors,   operating premises and all other necessary requirements for operating a   business. 32. INVESTMENT OF CASH Any available cash of the Trust shall be   invested with Sasol Financing Proprietary Limited or its successors-in-title   as the financier member of the Group, for the benefit of the Trust, provided   that the interest rates payable to the Trust in respect of such investment   are at least market­ related rates. 33. MEETINGS OF BENEFICIARIES 33.1. The   Trustees shall procure that meetings of the Beneficiaries are held at least   once a year, and as and when the Trustees deem fit. At the yearly meetings,   the Trustees shall present to the Beneficiaries the annual financial statements   of the Trust and, to the extent they deem it necessary and appropriate having   regard to their fiduciary duties, shall seek the views of, consult with and   where appropriate take directions from Beneficiaries in respect of their   interests held by the Trust. 33.2. In respect of all meetings of the   Beneficiaries relevant to their respective Entitlement Assets: 33.2.1. such   meetings shall be held at such suitable venue as the Trustees may determine   and obtain; 33.2.2. the Trustees shall give not less than 21 (twenty one)   clear days' written notice to all Beneficiaries, or such shorter notice as   may be agreed by all the Beneficiaries in writing; 33.2.3. a minimum number   of 10 (ten) Beneficiaries, attending in person or by proxy, shall constitute   a quorum; 


    




 










Page 67 33.2.4.   if within 30 (thirty) minutes from the time appointed for a meeting a quorum   is not present, the meeting shall stand adjourned to a date 7 (seven) days   after the date of the meeting at the same time and place, (or if such place   not be available, at such other place as the Trustees may appoint and notify   the Beneficiaries in writing). If at such adjournment of any such meeting a   quorum is not present within 30 (thirty) minutes from the time appointed for   the adjourned meeting, those present at such meeting shall constitute a   quorum. The agenda for any adjourned meeting shall be the same agenda as for   the meeting which was originally scheduled; 33.2.5. the meetings shall be   chaired by the Trustees on a rotational basis annually, with one of the Sasol   Appointed Trustees being the first chairperson for the first year from the   Effective Date and one of the two Elected Trustees chosen by lot to be the   second chairperson, and so on in rotation; 33.2.6. each Beneficiary shall be   entitled to appoint, in writing, a proxy to represent him/her; 33.2.7. each   Beneficiary shall have 1 (one) vote for each Plan Share in respect of which   at the relevant time s/he has Vested Rights; and 33.2.8. the Trustees shall   keep minutes of the meetings of Beneficiaries in writing and such minutes and   resolutions passed by the Beneficiaries shall be duly signed by the   chairperson of the meeting and such minutes shall be available on written   request to any Beneficiary at the Trust's domicilium address during normal   business hours. 33.3.Nothing contained in this clause 33 shall prevent the   Trustees from exercising their discretion as Trustees. 34. ENTITLEMENT OF   BENEFICIARIES TO REQUISITION MEETINGS A minimum number of 1o (ten)   Beneficiaries, may, by notice in writing to the Trustees, requisition a   meeting of the Beneficiaries. Such notice shall specify in detail the matters   which the Beneficiaries wish to discuss at the meeting. Subject to the   provisions of clause 24.3.6.1, as soon as practicable after receipt of such   notice, the Trustees shall, give not less than 21 (twenty one) clear days'   written notice to all Beneficiaries of a meeting to be held to discuss the   matters specified in such requisition. 


    




 










Page 68 35.   VOTING OF PLAN ASSETS 35.1. Where the Trustees are required to vote on a   proposed resolution (including any voluntary winding-up, but excluding the   appointment or election of any director to the Board which will be dealt with   as contemplated in clauses 35.5 and 35.6) of the shareholders of the Company   or Sasol or any other company, the shares of which are included as   Entitlement Assets (or any other company in terms of clause 21) (as the case   may be) ("Proposed Shareholders' Resolution"), the Trustees shall   be obliged within a reasonable period prior to voting, to dispatch a written   notice to the Beneficiaries concerned describing the Proposed Shareholders'   Resolution and asking each of them to direct the Trustees as to the manner in   which those Entitlement Assets which are shares ("Plan Shares")   shall be voted by the Trustees, (i.e. in favour of/against/abstention) by a   written notice delivered by a date which date may not be later than 5 (five)   Business Days prior to the date of the Proposed Shareholders' Resolution   stipulated in the notice. 35.2. On receipt of all the written returns, the   Trustees shall count the votes in favour of and against the Proposed   Shareholders' Resolution, as well as any non-returns and abstentions. 35.3.   The Trustees shall thereafter vote on the Proposed Shareholders' Resolution:   35.3.1. the number of votes by Beneficiaries in favour of the Proposed   Shareholders' Resolution, by voting the same number of Plan Shares in favour   of the Proposed Shareholders' Resolution; 35.3.2. the number of votes by Beneficiaries   against the Proposed Shareholders' Resolution, by voting the same number of   Plan Shares against the Proposed Shareholders' Resolution; and 35.3.3. the   number of non-returns or abstentions and in respect of any Plan Shares not   subject to Vested Rights, as they in their discretion exercised jointly in   accordance with the provisions of clause 25.5, determine. 35.4. In the case   of an offer contemplated in clause 12 or clause 21 which permits the holder   of the Plan Shares to make an election as to the proportion of cash and other   Consideration Assets, the Trustees shall exercise that election in accordance   with each Beneficiary's election notified to the Trustees in writing not less   than 2 (two) Business Days before the Trustees are required to make the   election. 


    




 










Page 69 35.5.   As soon as possible after the Effective Date, the Trustees shall be obliged   to dispatch a written notice to the Khanyisa Tier 2 Participants requesting   them to vote the Plan Shares to which they have Vested Rights in favour of 1   (one) of the Trustees contemplated in clause 24.3.1, being eligible for   appointment by the Trustees to the Board. The Khanyisa Tier 2 Participants   who wish to exercise their voting rights must do so in writing delivered to   the Trustees within 14 (fourteen) days after receipt of the written notice   from the Trustees. On receipt of all the written returns, the Trustees shall   count the votes in favour of each such Trustee, and the Trustee who receives   the majority of the votes shall be the one to be appointed by the Trustees to   the Board. 35.6. For so long as the Trustee appointed to the Board remains a   Trustee, that person shall continue to be the Trust's appointee on the board   of directors of the Company, but subject to the provisions of the Memorandum   of Incorporation of the Company. If the Trustee who has been appointed by the   Trustees to the board of directors of the Company ceases to be a Trustee of   the Trust, or is otherwise disqualified from being a director of the Company,   the provisions of clause 35.5 and this clause 35.6 shall again be implemented   to detennine which of the Trustees contemplated in clause 24.3.1 shall be   appointed by the Trustees to the board of directors of the Company in place   of that incumbent Trustee. 35.7. The Trustees shall vote any Unallocated   Entitlement Assets in the same manner as a majority of the votes exercised by   the Beneficiaries in respect of any resolutions or any voting in respect of   the selection of the nominee to be appointed to the board of directors of the   Company. 36.CORPORATE ACTION AS REGARDS THE TRUST GENERALLY 36.1.   Capitalisation Shares award 36.1.1. Should an award of Non-Elective   Capitalisation Shares in Sasol or the Company, as the case may be, be made to   the Trustees then those Non­ Elective Capitalisation Shares shall fonn part   of the Plan Assets. 36.1.2. In the case of Sasol offering a Distribution with   the alternative of Elective Capitalisation Shares or vice versa, the Trustees   shall exercise the choice provided that the same choice shall be made as   regards all Khanyisa Tier 1 Participants. If the Trustees elect to Shares on   behalf of all Khanyisa Capitalisation Shares shall form part receive the   Elective Capitalisation Tier 1 Participants such Elective of the Plan Assets   and shall be 


    




 










Page 70   distributed immediately to the Khanyisa Tier 1 Participants. If the Trustees   elect to receive cash, such cash shall be distributed to the Khanyisa Tier 1   Participants. 36.1.3. In the case of the Company offering a Distribution with   the alternative of Elective Capitalisation Shares or vice versa, the Trustees   shall be obliged to elect to receive the Elective Capitalisation Shares. Such   Elective Capitalisation Shares shall form part of the Plan Assets but shall   not be distributed to the Khanyisa Tier 2 Participants, despite the fact that   they were an alternative to a Distribution. 36.2. Other Corporate Actions   36.2.1. As regards any (i) unbundling by Sasol or the Company, as the case   may be, of any of its assets, or (ii) a buy back by Sasol and/or the Company   made generally to shareholders, those assets or the proceeds, including cash,   of the buy back offer, as the case may be, shall not be released to the   relevant Beneficiaries, but the relevant Beneficiaries shall, in substitution,   acquire Vested Rights therein and the remaining provisions of this Trust Deed   shall apply mutatis mutandis to those assets or proceeds. 36.2.2. As regards   any other form of Corporate Action which could result in Plan Assets being   acquired from the Trustees, the Trustees shall act in accordance with the   Sasol Board's requirements so as to ensure that Sasol's B-BBEE credentials   shall not be adversely impacted, provided that to the extent that any such   direction could relieve Sasol or the Company of any of its obligations in   terms of this Trust Deed the Trustees shall not implement that direction.   36.3. Reorganisation of Shares If Shares are reorganised in any way, then the   number of Entitlement Assets in respect of which Vested Rights are granted or   are intended to be granted to Beneficiaries under this Trust Deed shall be   adjusted by the Auditors to reflect such reorganisation in such manner as   they, acting as experts and not as arbitrators, shall determine. Their   decision shall be final and binding. 


    




 










Page 71 36.4.   Sasol and Subsidiaries entitled to dispose of assets Notwithstanding anything   to the contrary contained in this Trust Deed, no provision of this Trust Deed   shall prevent Sasol or the Company, as the case may be, from disposing of any   of its subsidiaries or relinquishing control thereof, or Sasol, or the   Company, as the case may be, or any of it or its subsidiaries from disposing   of its business at any time. 37. CONSOLIDATIONS, SUBDIVISIONS AND ADJUSTMENT   OF SHARES 37.1. In the event of a sub-division or consolidation of Shares,   there will be a consequent adjustment to the number of Shares in respect of   which Beneficiaries have Vested Rights, which adjustment will give the   Beneficiaries the same Vested Rights proportionately to the Shares as that to   which they were previously entitled. 37.2. The Auditors, or other independent   advisor acceptable to the JSE, shall confirm to the JSE in writing that any   adjustment, which may be necessary to take account of capitalisation issues,   special dividends, rights issues or a reduction in capital has been properly   calculated on a reasonable and equitable basis. 37.3. The issue of Shares for   consideration for an acquisition, and the issue of Shares for cash or a   vendor consideration placing will not be regarded as a circumstance that   requires any adjustment to the limit in respect of any Beneficiary. 37.4. The   Trustees shall notify the Beneficiaries of any adjustments which are made in   accordance with this clause 37. Any adjustments made in terms of this clause   37 must be reported in the Trust's annual financial statements in the year   during which the relevant adjustment is made. 38. GENERAL PROVISION   APPLICABLE TO THE SALE OF ENTITLEMENT ASSETS In order for the Trustees to   procure the sale of the Entitlement Assets as contemplated in clauses 10.4   and 20.5, which are shares, for the benefit of any Beneficiary, the procedure   to be followed by the Trustees in connection therewith shall be determined by   the Board or the Sasol Board, as the case may be, depending on whether it   comprises of the Khanyisa Tier 1 Plan or the Khanyisa Tier 2 Plan, which may,   inter alia, prescribe: 38.1. which broker shall be instructed to sell the   Entitlement Assets; 38.2. the frequency and periods of time allotted for the   sale of large tranches of Entitlement Assets; and 


    




 










Page 72 38.3.   if appropriate, the method of averaging, between Beneficiaries, sale prices   of Entitlement Assets sold in the event that the Trustees sell Entitlement   Assets on behalf of more than 1 (one) Beneficiary during any given period.   39. DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS Each of Sasol and the Company,   as the case may be, shall disclose in its annual financial statements, to the   extent required by the JSE Listings Requirements, the number of Shares that   may be utilised for purposes of the Plan at the beginning of the accounting   period, changes in such number during the accounting period and the balance   of Shares available for utilisation for purposes of the Plan at the end of   the accounting period. 40. MEDIATION If any dispute arises between any of the   parties in regard to the carrying into effect of any of the parties' rights   and obligations arising from this Trust Deed, such parties agree to negotiate   with each other in good faith in an effort to resolve such dispute. If such   negotiations fail or do not occur within 3 (three) days after the dispute   arises, the dispute shall not become the subject of litigation or arbitration   until it has been heard by a mediator unless such action is critical to avoid   the prescription of a cause of action or right at law or in order to obtain   an interdict, or otherwise to limit any material damage to such party's   interests. Such dispute shall be referred to mediation before a mediator within   3 (three) days after the dispute arises if the good faith negotiations have   not resulted in the resolution of the dispute. The mediator shall be   appointed by the parties or failing agreement by them as to the mediator,   shall be nominated by the chairperson (or the equivalent office no matter   what it may be titled) for the time being of the Arbitration Foundation of   Southern Africa (or its successor body) (AFSA). The mediation shall terminate   upon any one of the disputants withdrawing or the mediator informing the   disputants that in the mediator's opinion, no useful purpose will be achieved   in continuing the mediation. All communications made by the disputants to the   mediator or to each other during or in connection with the mediation are made   without prejudice to any rights which they may have and form part of bone   fide settlement negotiations. The mediator shall not be compelled by any   disputant to disclose any fact learnt in the course of the mediation in any   subsequent legal proceedings which may take place and the parties waive their   right to require the mediator to testify regarding what transpired in the   mediation. The mediator shall: 40.1.be entitled to communicate and meet with   any disputant either in the presence of the other disputantls or in private; 


    




 










Page 73 40.2.   not disclose any information furnished in confidence by any one disputant to   the mediator, to any other disputant without the prior consent of the   disputant who furnished the information; 40.3. act impartially and disclose   to the disputants any relationship or dealings which the mediator may have   had with any of the disputants; 40.4. not make any decision which is binding   upon the disputants, the resolution of the dispute depending entirely upon   the disputants achieving agreement in respect thereof; 40.5. decide and   certify if, in the event that the parties are unable to reach agreement on an   issue referred to him/her, whether the specific dispute is, on a reasonable   assessment of the nature and scope thereof, sufficiently material to require   arbitration thereof. 41. ARBITRATION 41.1. Save in respect of those   provisions of this Trust Deed which provide for their own remedies which   would be incompatible with arbitration, a dispute which arises in regard to   this Trust Deed or out of or pursuant to this Trust Deed (other than where an   interdict is sought or urgent relief may be obtained from a court of   competent jurisdiction, shall be submitted to and decided by arbitration).   41.2. That arbitration shall be held with only the parties to the arbitration   and their representatives present thereat. 41.3. The seat of the arbitration   shall be Johannesburg. 41.4. Save as expressly provided in this Trust Deed to   the contrary, the arbitration shall be subject to the rules of the Arbitration   Foundation of Southern Africa in force at the time the arbitration takes   place, unless the parties to the arbitration and the arbitrator agree in   writing to any departure therefrom. If any provision of this clause 41 is   inconsistent with the rules of the Arbitration Foundation of Southern Africa   in force at that time, the provisions of this clause shall prevaiL If there   is any dispute in relation to such inconsistency or alleged inconsistency   and/or as to which rules prevail, the arbitrator shall determine such dispute   (which determination shall be final and binding on the parties to the   arbitration) applying such rules and procedures as the arbitrator considers   appropriate. 41.5. The arbitrator shall be, if the matter in dispute is   principally: 


    




 










Page 74 41.5.1.   a legal matter, an impartial retired judge, or an impartial practising   advocate of not less than 15 (fifteen) years' standing, or an impartial   admitted attorney of not less than 15 (fifteen) years' standing; 41.5.2. an   accounting matter, an impartial practising chartered accountant of not less   than 15 (fifteen) years' standing; 41.5.3. any other matter, an impartial   person with not less than 15 (fifteen) years' appropriate expertise. 41.6. If   the parties to the arbitration fail to agree on an arbitrator within 14   (fourteen) days after the arbitration has been demanded, the arbitrator shall   be nominated, at the request of any one of the parties to the arbitration by   the chairman (or the equivalent office no matter what it may be titled) of   the Bar Council or instead the voluntary association constituted for the   benefit of a majority of attorneys in South Africa who shall take the   provisions of clauses 41.5.1 to 41.5.3 into account in nominating the   arbitrator, whereupon the parties to the arbitration shall forthwith appoint   such person as the arbitrator. If that person fails or refuses to make the   nomination or if any such office does not exist, any party to the arbitration   may approach the High Court of South Africa to make such an appointment. To   the extent necessary, the court is expressly empowered to do so. 41.7. If the   parties to the arbitration fail to agree whether the dispute is of a legal,   accounting or other nature within 14 (fourteen) days after the arbitration has   been demanded, it shall be considered a matter referred to in clause 41.5.1.   41.8. Within 14 (fourteen) days after the pleadings have closed, the   arbitrator shall determine the period within which the hearing will be   concluded, taking into account the particular circumstances of the dispute.   Upon making such a determination the arbitrator shall: 41.8.1. provide   written notice to the parties to the arbitration in which the arbitrator sets   out the period within which the hearing will be concluded, together with a   list of all the dates within a 6 (six) month period from the date of such   notice on which the arbitrator is available to commence with the hearing;   41.8.2. determine the date on which the hearing will commence, which   determination shall be made in accordance with the following procedure:   41.8.2.1. each party to the arbitration shall, within 3 (three) Business Days   after delivery of the notice referred to in clause 41.8.1 provide to 


    




 










Page 75 the   arbitrator and to the other parties to the arbitration a list of at least 5   (five) dates on which that party's legal representative is available provided   that, each of those dates: 41.8.2.1.1. must fall on a Business Day;   41.8.2.1.2. must fall within a period not exceeding 6 (six) months from the   date of delivery of such notice; 41.8.2.1.3. must coincide with the dates on   which the arbitrator is available; 41.8.2.1.4. may not be on consecutive   days; 41.8.2.1.5. must be proposed in good faith; 41.8.2.2. if: 41.8.2.2.1.   any party to the arbitration does not provide a list of at least 5 (five)   dates on which representative is available in that party's legal compliance   with clause 41.8.1, the arbitrator may select a commencement date on a date   on which the arbitrator and the other parties to the arbitration that have   complied with clause 41.8.1 are available; 41.8.2.2.2. each party to the   arbitration provides a list of at least 5 (five) datesonwhichthat   party'slegal representative is available in compliance with clause 41.8.1,   but none of those dates coincide with each other, then the arbitrator must   call a meeting between the parties to the arbitration within a period not   exceeding 14 (fourteen) days for the purposes of selecting a date upon which   the arbitrator and the parties to the arbitration and their legal   representatives are all available. If the parties to the arbitration are   unable to reach agreement, the arbitratorshall,in thearbitrator'sdiscretion,   determine the commencement date provided that: 


    




 










Page 76   41.8.2.2.2.1. the commencement date must fall within a period not exceeding 6   (six) months from the date of delivery of the notice referred to in clause   41.8.1; 41.8.2.2.2.2. if the period that the arbitrator determined for the   hearing is has not more than 5 (five) Business Days, the commencement date   must be at least 30 (thirty) days after the date on which thearbitrator makes   to a the determination as commencement date; 41.8.2.2.2.3. if the period that   the arbitrator has determined for the hearing is more than 5 (five) Business   Days, the commencement date must be at least 60 (sixty) days after the date   on which thearbitrator makes to a the determination as commencement date, and   the arbitration may commence on that date regardless of the absence of any   party to the arbitration or its legal representative; 41.8.3. if the   arbitration hearing is not completed within the period determined by the   arbitrator, determine the date for recommencement of the hearing in   accordance with clause 41.8.1. 41.9. The determination made by the arbitrator   as regards the period within which the hearing will be concluded and/or the   commencement date and/or the recommencement date shall be final and, provided   that there has been compliance with clause 41.8, no party to the arbitration   may raise as good and sufficient cause for the absence of that party at the   arbitration proceedings, the unavailability of that party's legal   representative. 41.10. The arbitrator shall, subject to the provisions of this   clause, have the fullest and freest discretion with regard to the proceedings   save that the arbitrator, shall be obliged to 


    




 










Page 77 give   his/her award in writing fully supported by reasons and shall adopt   procedures suitable to the circumstances of the particular case, avoiding   unnecessary delay or expense, so as to provide a fair means for the   resolution of the matters falling to be determined. 41.11. Furthermore the   arbitrator: 41.11.1. may by notice to the parties to the arbitration within   14 (fourteen) days after his/her appointment, dispense wholly or in part with   formal submissions or pleadings provided that the parties to the arbitration   are given the opportunity to make submissions; 41.11.2. shall not be bound by   strict rules of evidence; 41.11.3. shall allow any party to the arbitration   to call any witnesses he/she determines and shall permit cross examination of   witnesses; 41.11.4. may, in addition to any other award he/she may be able to   make: 41.11.4.1. require specific performance, with an award of damages or   without an award of damages, but may not award cancellation of this Trust   Deed; 41.11.4.2. take into account the practicality or otherwise of ordering   the continuance of any legal relationship between disputants; 41.11.4.3.   award interest with effect from any date, and on any other basis, he/she   considers appropriate in the circumstances; 41.11.4.4. shall make such order   as to costs as he/she deems just. 41.12. Any party to the arbitration shall   be entitled to have the award made an order of court of competent   jurisdiction. 41.13. Any dispute shall be deemed to have been referred or   subjected to arbitration hereunder when any party gives written notice to the   others of the dispute, demands an arbitration and requests agreement on an   arbitrator. 41.14. The parties to the arbitration shall keep the evidence in   the arbitration proceedings and any order made by any arbitrator   confidential. 


    




 






 



Page 78 41.15.   The arbitrator shall have the power to give default judgment if any party to   the arbitration fails to make submissions on due date and/or fails to appear   at the arbitration. 41.16. The arbitrator's award shall be final and binding   on the parties to the arbitration. There shall be a right of appeal against   any award of the arbitrator provided that: 41.16.1. the appeal is noted   within 14 (fourteen) days of the arbitrator's award; 41.16.2. the appellant   delivers the record to the respondentls within 14 (fourteen) days of the   record becoming available to the appellant. The relevant provisions of this   arbitration clause shall apply mutatis mutandis in regard to the appeal;   41.16.3. the appeal shall be heard before a panel of 3 (three) arbitrators and   the provisions of clauses 41.5 and 41.6 shall apply. 41.17. The parties to   the arbitration, together with the arbitrator will agree from time to time on   the arbitrator's remuneration and when and how it shall be paid in the   interim. The parties to the arbitration shall, pending the final   determination of the arbitrator as to which of the parties to the arbitration   shall ultimately be liable for the costs of the arbitration, fund the costs   (such as costs of any venue, arbitrator's remuneration, recording,   transcription and other costs and expenses ancillary to the arbitration)   which need to be paid in the interim. If at any time a party to the   arbitration does not pay his/her/its portion of the costs when required in   the interim, that party will be excluded from participating in the   arbitration and the other parties to the arbitration shall be entitled to   request a final award from the arbitrator as regards that party.Within 10   (ten) days of the making by the arbitrator of a final determination as to   which party to the arbitration shall bear the costs of the arbitration, the   party against which such determination has been made shall reimburse to the   other parties the costs borne by such parties in the interim together with   interest thereon, if the arbitrator so awards in terms of clause 41.11.4.   41.18. If it is alleged that this Trust Deed was induced by a fraudulent   misrepresentation or if this Trust Deed is void or voidable on any other   ground, then notwithstanding that the remainder of this Trust Deed may be   void or voidable the parties agree that the provisions of this clause are   severable from the rest of this Trust Deed and shall remain in effect. In   such circumstances, any dispute relating to any such fraudulent   misrepresentation or relating to whether this Trust Deed is void or voidable   shall be submitted to and decided by arbitration in accordance with this   clause. 


    




 










Page 79 42.   DOMICILIUM CITANDI ET EXECUTANDI 42.1. The parties choose as their domici/ia   citandi et executandi for all purposes under this Trust Deed, whether in   respect of court process, notices communications of whatsoever nature, the   following address: or other documents or 42.1.1. the Company: Physical: Sasol   Place 50 Katherine Street Sandton 2196 Postal: PO Box 5486 Johannesburg 2000   Telefax: 011 788 5091 Email: sasoJHR@sasol.com Marked for the attention of   the Company Secretary 42.1.2. the Trustees: Physical: Sasol Place 50   Katherine Street Sandton 2196 Postal: PO Box 5486 Johannesburg 2000 Telefax:   011 788 5091 Email: sasoiHR@sasol.com Marked for the attention of the Company   Secretary 42.1.3. Sasol: Physical:Sasol Place 50 Katherine Street Sandton   2196 Postal: PO Box5486 Johannesburg 2000 


    




 










Page 80   Telefax: 011 788 5091 Email: sasoiHR@sasol.com Marked for the attention of   the Company Secretary 42.2. Any notice or communication required or permitted   to be given in terms of this Trust Deed shall be valid and effective only if   in writing but it shall be competent to give notice by telefax. 42.3. Either   the Company or the Trustees may by notice to the other of them change the   physical address chosen as its domicifium citandi et executandi to another   physical address where postal delivery occurs in South Africa or its telefax   number, provided that the change shall become effective on the 5th (fifth)   Business Day from the deemed receipt of the notice by the other party. 42.4.   Any notice to a party: 42.4.1. delivered by hand to a responsible person   during normal business hours at the physical address chosen as its domicifium   citandi et executandi shall be deemed to have been received on the day of   delivery; 42.4.2. sent by telefax to its chosen telefax number stipulated in   clause 42.1 shall be deemed to have been received on the date of dispatch   (unless the contrary is proved); 42.4.3. sent by prepaid registered post (by   airmail if appropriate) in a correctly addressed envelope to it at an address   chosen as its domicifium citandi et executandi to which post is delivered   shall be deemed to have been received on the 7th (seventh) business day after   posting (unless the contrary is proved); or 42.4.4. sent by email to its   chosen email address stipulated in clause 42.1, shall be deemed to have been   received on the date of despatch (unless the contrary is proved). 42.5.   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 notwithstanding that it was not sent to or delivered   at its chosen domicifium citandi et executandi. 43. TERMINATION 


    




 










Page 81 43.1.   This Trust Deed shall not be capable of cancellation, subject to clause 2.3.   43.2. This Trust shall terminate upon the last of: 43.2.1. the Trust ceasing   to hold any Plan Assets or other assets; or 43.2.2. the Trustees having   discharged, in accordance with the provisions of this Trust Deed, all of   their liabilities, and periormed all of their obligations. 44. CHANGES TO THE   BEE STANDARDS 44.1. If at any time during the Empowerment Period there is/are   change/s to the BEE Standards as a result of which the Trust cannot meet the   new BEE Standards ("New BEE Standards") Sasol shall be entitled by   written notice to the Trustees and the Beneficiaries to terminate the Khanyisa   Tier 1 Plan and the Khanyisa Tier 2 Plan, in which event: 44.1.1. Sasol, or   any member of the Sasol Group selected by it, shall acquire from each of the   Beneficiaries, his/her Vested Rights, in the case of Vested Rights to:   44.1.1.1. SOL or SOLBE1 Shares, at the 30 (thirty) day VWAP determined on the   date on which Sasol gives written notice to the Trustees multiplied by the   Period Factor. For the purposes hereof the "Period Factor" shall be   if the written notice is given in the first year from the Effective Date, 33.3%   (thirty three point three percent), in the second year from the Effective   Date, 66.6% (sixty six point six percent) and in the third year, 100% (one   hundred percent); 44.1.1.2. SSA Khanyisa Shares, at the fair value thereof   multiplied by the Period Factor, which fair value shall be determined by the   Expert and the provisions of clauses 18.2.5 and 18.2.8 will apply to any such   determination. For the purposes hereof the "Period Factor'' shall be if   the written notice is given in the first year from the Effective Date, 10%   (ten percent), in the second year from the Effective Date, 20% (twenty   percent), in the third year from the Effective Date, 30% (thirty percent), in   the fourth year from the Effective Date, 40% (forty percent), in the fifth   year from the Effective Date, 50% (fifty percent), in the sixth year from the   


    




 










Page 82   Effective Date, 60% (sixty percent), in the seventh year from the Effective   Date, 70% (seventy percent), in the eighth year from the Effective Date, 80%   (eighty percent), in the ninth year from the Effective Date and 90% (ninety   percent), in the tenth year from the Effective Date; 44.1.2. after clause   44.1.1 has been implemented, Sasol shall buy back the SOLBE1 and SOL Shares   and the Company shall buy back the SSA Khanyisa Shares. 44.2.For the   avoidance of doubt, if the buy back in clause 44.1.2 is applicable and more   than 5% (five percent) of the SSA Ordinary shares are repurchased by the   Company, the provisions of section 48(8)(b) of the Companies Act will not be   applicable, as the Trustees have agreed to the buy back occurring, if   applicable, in this Trust Deed. 45. AMENDMENTS TO THE DEED The Trustees shall   be: 45.1. obliged to amend this Trust Deed if directed to do so by, and in   accordance with the written directions of, the Board and the Sasol Board,   provided that such amendment shall not relieve Sasol or the Company of its   obligations, nor change: 45.1.1. the methodology for identification of   Beneficiaries; or 45.1.2. the Vested Rights; or 45.1.3. any of the other   matters contemplated in Schedule 14.1 (a) to (h) of the JSE Listings   Requirements, without obtaining the requisite approval contemplated in   Schedule 14.2 of the JSE Listings Requirements and in addition, as regards   any change relating to clause 45.1.2, the approval of 75% (seventy five   percent) of the affected class of Beneficiaries concerned present and voting   at a meeting; or 45.2. entitled to amend this Trust Deed with the prior   written consent of the Board and the Sasol Board, but not without first   having obtained the prior approval of the JSE, provided that if any such   amendment prejudices: 45.2.1. a majority of the Khanyisa Tier 1 Participants   in any material way, then the Trustees shall, in addition, obtain the   approval of a majority of the votes of the Khanyisa Tier 1 Participants   present at a meeting exercised in 


    




 










Page 83   accordance with the provisions of clause 33.2.7 at a meeting convened in   accordance with the provisions of clause 33; 45.2.2. a majority of the   Khanyisa Tier 2 Participants in any material way, then the Trustees shall, in   addition, obtain the approval of a majority of the votes of the Khanyisa Tier   2 Participants present at a meeting exercised in accordance with the   provisions of clause 33.2.7 at a meeting convened in accordance with the   provisions of clause 33. 45.3. subject to JSE notification and approval,   entitled to make minor amendments to this Trust Deed to comply with, or take   account of, the provisions of any proposed or existing legislation or to   obtain or maintain favourable taxation or regulatory treatment of any Employer   Company or any present or future Khanyisa Tier 1 Participant Khanyisa Tier 2   Participant. or 5fttJ DIOAf ...LA_,_,f._,_'/l....;:._t_L 2o18. SIGNED at For   and on be If of SASOL SOUTH AFRICA LIMITED, same being duly authorised and   who warrants his/her authority thereto SftA.ID71JN on this the 18/t...day   f_J},-=-.L.. .:....;; IL=----2018. SIGNED at For and on ehalf of SASOL   LIMITED, same being duly authorised and who warrants his/her authority   thereto 


    




 










Page 84 SIGNED   at _T=1 1_ _' _J_o on this the ay of R fQ r l-_ 2018. Full names Capacity   SIGNED at on this the day of 2018. NAEEM ADAM Full names Capacity 


    




 










Page 84 SIGNED   at on this the day of 2018. YVONNE MALEKHOTLA MOTSISI names 2018. NAEEM ADAM   Full names Flt:J'\ i(L\SIC-0 Capacity 


    




 










Page 1   SCHEDULE1-REPURCHASEFORMULA RS = ([N x P1 x (1+R)AT1]-D) I P2 Where: RS =   Number of SSA Khanyisa Shares to be repurchased N =Number of SSA Khanyisa   Shares subscribed for by the Trustees P1 = the market value, for the purposes   of subscription, per SSA Khanyisa Share detennined in accordance with the   formula AlB, where: A is the market value of the Company for the purposes of   this transaction, as determined by KPMG at 30 June 2017 and adjusted by Sasol   management for debt and debt-like items expected to be in the Company's books   at the Effective Date; and B is the number of SSA Ordinary Shares in issue on   the Effective Date held by Sasol, Sasol Khanyisa FundCo and the Trustees. R   =Escalation factor of 75% of the nominal annual prime lending rate of Sasol's   primary bankers over the relevant 6 month period, compounded monthly. For the   avoidance of doubt, each month's escalation will be equivalent to the   relevant nominal annual prime lending rate divided by 12 T1 = Number of 6   month periods from the Effective Date to the Trigger Date with the last   period being a partial 6 month period D = The sum of all the individual   E(FV)s from the Effective Date to the Trigger Date E(FV) = E, for any period   from 1 to n, escalated by R for the number of full 6 monthly periods from   date of the specific dividend receipt to the Trigger Date and for the last   partial 6 monthly period E (1 ton)= the absolute difference in amount   between: 1) the amount of each Normal Distribution received by the Trustees   on an SSA Khanyisa Share (to which the Dividend Percentage will have been   applied); and 2) the same Normal Distribution to the full extent thereof,   received by other shareholders of the Company on an SSA Ordinary Share,   multiplied by the number of SSA Khanyisa Shares held by the Trustees on that   date, to which must be added, if applicable, the amount of any Extraordinary   Distribution received by other shareholders of the Company on an SSA Ordinary   Share but not received by the Trustees on an SSA Khanyisa Share, multiplied   by the number of SSA Khanyisa Shares held by the Trustees on that date n =   Number of dividend periods from the Effective Date to the Trigger Date   including the last partial period immediately prior to the Trigger Date P2 =   the market value per a SSA Ordinary Share at the Trigger Date as determined   by the Expert.