Exhibit 4.1



Sasol Limited   Registration No 1979/003231/06 THE SASOL LONG-TERM INCENTIVE PLAN (“The   Plan”) 1 


    




 










TABLE OF   CONTENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18   INTRODUCTION....................................................................................................   2 INTERPRETATION   ................................................................................................   3 OPERATION OF THIS   PLAN...............................................................................   12 PLAN LIMITS   .......................................................................................................   14 AWARDS OF CONDITIONAL   SHARES............................................................... 16   SETTING OF PERFORMANCE   CONDITION(S).................................................. 18 REVIEW OF   PERFORMANCE CONDITION(S) AND VESTING OF AWARDS.... 19 SETTLEMENT   .....................................................................................................   20 TERMINATION OF EMPLOYMENT   .................................................................... 21   CHANGE OF CONTROL .....................................................................................   25 VARIATION IN SHARE CAPITAL   ....................................................................... 27   FORFEITURE AND LAPSE OF AWARDS   ........................................................... 28 FURTHER   CONDITIONS.....................................................................................   29 DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS   ..................................... 31 AMENDMENTS AND TERMINATION   ................................................................. 31   DOMICILIUM AND NOTICES   ..............................................................................   33 DISPUTES   ...........................................................................................................   35 GOVERNING LAW   ..............................................................................................   37 


    




 










1 INTRODUCTION   1.1 The purpose of this Plan is for the Company to provide selected Employees   of the Employer Companies, including Executives, with the opportunity to   receive Shares in the Company in the form of Awards. The Plan will   furthermore provide Participants with the opportunity to share in the success   of the Company, provide alignment between the interests of senior Employees   of the Group and shareholders of the Company and act as a retention tool for   Participants that are high performers and those with critical and scarce   skills. 1.2 The Plan could be used to make: 1.2.1 annual awards of Long-Term   Incentives to Employees; and 1.2.2 ad hoc awards of Long-Term Incentives to   Employees for reasons of appointment, promotion and/or retention, the Vesting   of which will be subject to the satisfaction by Participants of Performance   Conditions and/or Employment Condition. 1.3 Notwithstanding Rules 5.1, 5.2   and 5.4, participants under the Sasol Long-Term Incentive Scheme 2014 will be   deemed to be Participants under this Plan and deemed to no longer be   participants under the Sasol Long-Term Incentive Scheme 2014, save for those participants   – 1.3.1 who are Executives that elect on written notice to their Employer   Company or former Employer Company, as applicable; or 1.3.2 whose Employer   Company or former Employer Company elects on written notice to the Company, 2   


    




 










prior to the   Settlement Date(s) applicable to those participants’ award(s), for those   participants to remain participants under the Sasol Long-Term Incentive   Scheme 2014. 1.4 Awards made to participants under the Sasol Long-Term Incentive   Scheme 2014 who are deemed to be Participants under this Plan will be   governed by these Rules as if such awards were Awards of Conditional Shares   made pursuant to this Plan and references in these Rules to Award Letters   will be read as reference to award letters issued pursuant to the Sasol   Long-Term Incentive Scheme 2014. 2 INTERPRETATION 2.1 In these Rules, unless   inconsistent with the context, the following words and expressions shall have   the following meanings set out hereafter - 2.1.1 “Accept” the acceptance of   an Award by default by an Employee in terms of Rule 5.2.3, unless the   Employeespecificallyrejects theAwardand “Accepted” or “Acceptance” shall be   construed accordingly; 2.1.2 “Act” the Companies Act No. 71 of 2008; 2.1.3   “ADR” an American Depository Receipt, which is a   negotiablecertificateissuedbyaUSBank representing one ordinary share each in   the share capital of the Company and which is traded on a US exchange or an   ‘over the counter’ market; 2.1.4 “Auditors” the auditors of the Company from   time to time; 2.1.5 “Award” or “Long-Term Incentives” 3 


    




 










a right granted   by the Company to a Participant to or “LTI” receive a specified number of   Conditional Shares, commonly referred to by the Company in its communiques to   Participants, as “Long-Term Incentives” or “LTIs”; 2.1.6 “Award Date” the   date, specified in an Award Letter, on which an Award is made to an Employee,   being a date not earlier than the date on which the RemCom resolved to make   such an Award to the Employee; 2.1.7 “Award Letter” a letter containing the   information specified in Rule 5.2, sent by the Company, or its nominee, on   the recommendation of the Employer Company, to an Employee, informing the   Employee of the Award that has been made to him by the Company; 2.1.8   “Business Day” any day on which the JSE and / or the NYSE is open for the transaction   of their businesses; 2.1.9 “Capitalisation Issue” an issue of capitalisation   shares as contemplated in section 47 of the Act; 2.1.10 “Change of Control”   where a person (or persons acting together in concert), who did not have   Control of the Company prior to the Change of Control Date, on the Change of   Control Date through a transaction, or series of transactions, acquires   Control of the Company; 2.1.11 “Change of Control Date” the date on which a   Change of Control of the 4 


    




 










Company becomes   effective; 2.1.11.1 “Closed Period” a closed period as defined in terms of   the JSE Listings Requirements; 2.1.12 “Company” Sasol Limited, Registration   No 1979/003231/06; a public company duly registered and incorporated with   limited liability in accordance with the company laws of South Africa; 2.1.13   “Company Secretary” thecompanysecretaryoftheCompanyas appointed in terms of   the Act from time to time; 2.1.14 “Conditional Shares” Shares, the Vesting of   which is subject to the fulfilment of the Employment Condition and may also   be subject to the satisfaction of Performance Condition(s) as specified in   the Award Letter, and such additional numbers of Shares (rounded down to the   nearest whole number in the case of fractions) equal in value to the dividends   that a Participant would have earned if he was the owner of the Shares that   have Vested from the Award Date to the Vesting Date by reference to the   dividend record dates occurring in that period; 2.1.15 “Control” shall have   the meaning assigned to it in section 2(2)(a), (b) and (c) of the Act, save   that “company” when used in that section 2(2) in relation to these Rules,   shall be deemed to include a juristic person incorporated in any jurisdiction   outside of South 5 


    




 










Africa; 2.1.16   “Country Schedule” a schedule to these Rules to be adopted as directed by the   RemCom, governing participation in the Plan   byParticipantsemployedbytheGroupin jurisdictions other than South Africa.   Such Country Schedule shall form part of the Rules, and will govern the Award   made in terms thereof; 2.1.17 “Date of Termination of Employment” the date   upon which a Participant is no longer permanently employed by any Employer   Company, being the date upon which the termination of permanent employment of   a Participant with any Employer Company takes effect; 2.1.18 “Directors” the   directors of the Company from time to time; 2.1.19 “Employee” any person   holding permanent salaried employment with an Employer Company, and who is   appointed to a position linked to role category “Operational or Functional   Execution” or higher, but excluding any non-executive director of any   Employer Company; 2.1.20 “Employer Company” the Company or any Subsidiary   which employs a Participant; 6 


    




 










2.1.21   “Employment Condition” the condition of continued employment of the   Participant by Employer Companies within the Group for the duration of the   Employment Period, such condition being specified in the Award Letter; 2.1.22   “Employment Period” subject to Rule 9.3, the period commencing on the Award   Date and ending on the date as specified in the Award Letter (both dates   included) during which the Participant is required to fulfil the Employment   Condition, being a period of not less than 3 years; 2.1.23 “Executive” a Participant   who, at the time of receiving an award, is: a) an Executive Vice President   (“EVP”) (which includes the President and Chief Executive Officer of the   Company), executive directors of the Company and other members of the Group   Executive Committee; or b) a Senior Vice President (“SVP”) which includes   members of the group leadership team of the Group, being the role category   layer below the Group Executive Committee of the Group; 2.1.24 “Financial   Year” the financial year of the Company, commencing on 1 July of each year,   as amended from time to time; 2.1.25 “Group” the Company and its   Subsidiary/ies from time to time; 7 


    




 










2.1.26 “JSE”   the exchange operated by the JSE Limited, Registration No 2005/022939/06, a   public company duly registered and incorporated with limited liability in   accordance with the company laws of South Africa, licensed as an exchange   under the Financial Markets Act, No.19 of 2012; 2.1.27 “JSE Listings   Requirements” the Listings Requirements of the JSE, as amended from time to   time whether by way of practice note or otherwise; 2.1.28 “Liquidation Date”   the date on which any application for the final liquidation of the Company is   successful; 2.1.29 “Majority of Operations” all or the greater part of the   assets or undertaking of the Company; 2.1.30 “NYSE” the New York Stock   Exchange, being a stock exchange operated by NYSE Euronext Incorporated;   2.1.31 “Participant” an Employee to whom an Award has been made under this   Plan, unless, pursuant to Rule 5.2.3, he has specifically declined the Award,   including the executor of the Participant’s deceased estate; 2.1.32   “Performance Condition(s)” if applicable, condition(s) to the Vesting of an   Award, in addition to the Employment Condition, as contemplated in Rule 6 and   set out in the Award Letter; 8 


    




 










2.1.33   “Performance Period” the period of at least three years during which the   Performance Conditions are to be satisfied by a Participant, as provided for   in the applicable Award Letter; 2.1.34 “Plan” the Sasol Long-Term Incentive   Plan established by the Company pursuant to, and governed by, these Rules;   2.1.35 “Prohibited Period” (a) a Closed Period; or (b) any other period, as   determined by the Company Secretary,when there exists any   circumstancewhichconstitutespricesensitive   information(asdefinedintheJSEListings Requirements)inrelationtotheCompany’s   securities; 2.1.36 “Recharge Policy” a policy or agreement in force from time   to time between the Company and an Employer Company regulating the funding of   the Settlement; 2.1.37 “RemCom” the remuneration committee of the Company’s   board of Directors, comprised solely of non-executive Directors of the   Company, which is responsible for the governance of the Plan; 2.1.38   “Retirement” in relation to a Participant, normal or early retirement as   determined by the rules of any applicable Employer Company retirement funds;   9 


    




 










2.1.39 “Rights   Issue” an offer by the Company to all of its existing ordinary shareholders   to subscribe for further ordinary shares pro rata to their then existing   holdings of ordinary shares in the Company; 2.1.40 “Rules” these rules of the   Plan, as amended from time to time; 2.1.41 “Sasol Long-Term Incentive Scheme   2014” a phantom share plan established by the Company and regulated by the   rules of that scheme until 25 November 2016; 2.1.42 “Settlement” the delivery   to a Participant of that number of Shares which is equivalent to the number   of Conditional Shares to which that Participant is entitled, in accordance   with one of the Settlement methods stipulated in Rule 8, following the   Vesting of an Award; and the words “Settle” and “Settled” shall bear a   corresponding meaning; 2.1.43 “Settlement Date” the date on which Settlement   shall occur; 2.1.44 “Share” an ordinary share in the share capital of the   Company listed on the main board of the JSE or an ADR, as the case may be;   2.1.45 “Subsidiary” a company incorporated under the Act or a juristic person   incorporated in a jurisdiction other than South Africa, which is controlled   by the Company as 10 


    




 










contemplated in   section 3 of the Act; 2.1.46 “Vest” the event which confers on the   Participant the unconditional entitlement to the Vesting of the Conditional   Shares as determined according to Rule 7.1 and “Vesting” and “Vested” shall   be construed accordingly; and 2.1.47 “Vesting Date(s)” the date on which   Vesting occurs. 2.2 The headings in these Rules are inserted for reference   purposes only and shall in no way govern or affect the interpretation hereof.   2.3 If any provision in a definition is a substantive provision conferring   rights or imposing obligations on any party, effect shall be given to it as if   it were a substantive provision in the body of these Rules. 2.4 Unless the   context indicates otherwise, an expression that denotes any gender includes   the others; a natural person includes a created entity (corporate or   unincorporated) and the singular includes the plural, and vice versa in each   case. 2.5 References in these Rules to any statutory provisions include a   reference to those provisions as amended or replaced from time to time and   include any regulations made under them. 2.6 When any number of days is   prescribed in this Plan, same shall be reckoned exclusively of the first and   inclusively of the last day unless the last day falls on a day which is not a   Business Day, in which case the last day shall be the next succeeding day   which is a Business Day. 11 


    




 










2.7 Unless a   contrary intention clearly appears - 2.7.1 if figures are referred to in   numbers and in words and if there is any conflict between the two, the words   shall prevail; 2.7.2 the words "include", "including" and   "in particular" shall be construed as being by way of example or   emphasis only and shall not be construed as, nor shall they take effect as,   limiting the generality of any preceding word/s; 2.7.3 any reference in this   plan to another agreement or document shall be construed as a reference to   such other agreement or document as same may have been, or may from time to   time be, amended, varied, novated or supplemented; and 2.7.4 the words   "other" and "otherwise" shall not be construed eiusdem   generis with any preceding words if a wider construction is possible. 3   OPERATION OF THIS PLAN 3.1 Basis of Awards 3.2 The RemCom may from time to   time, in its discretion, request in writing that the Employer Companies   nominate Employees to participate in the Plan. 3.3 The Directors of the   Company have delegated to RemCom the final authority to decide: 3.3.1 which   Employees will participate in the Plan and receive an Award; 3.3.2 subject to   Rule 4.1, the aggregate annual number of Conditional Shares to comprise   Awards to all Employees; 3.3.3 subject to Rule 4.2, the number of Conditional   Shares that may comprise an Award to be granted to an Employee by taking into   consideration the Employee’s basic salary or total guaranteed package, role   category, performance, potential, retention requirements and 12 


    




 










market   benchmarks; 3.3.4 the Employment Period and Vesting Date in respect of each   Award; 3.3.5 the terms of the Performance Condition(s); 3.3.6 the Performance   Period(s); and 3.3.7 all other issues relating to the governance and administration   of the Plan. 3.4 If, and when, the RemCom approves an Award, the RemCom   shall, in writing, notify the Company and the Employer Company of each   Employee who has been approved for participation in the Plan. 3.5 Each   Employer Company shall, in writing, acknowledge to the RemCom, the   participation in the Plan of those of its Employees whose participation has   been approved by RemCom. 3.6 The Company or its nominee shall issue an Award   Letter to every Employee whose participation in the Plan has been approved by   RemCom as soon as is practically possible after the Company receives the   RemCom’s notification in terms of Rule 3.4. 3.7 Pursuant to the Recharge   Policy, the Company or Employer Companies will remain responsible for   procuring the Settlement of Shares under the Plan to the Participants   employed by them on the Settlement Date, or as may otherwise be regulated   under the Recharge Policy. 3.8 A Participant will not be entitled to any   beneficial rights in and to the Shares which are the subject of an Award,   including voting rights, dividend rights, the right to transfer the Shares   and rights arising on the liquidation of the Company, prior to the Settlement   of such an Award. 13 


    




 










3.9 Subject to   Rule 8, the Vesting of the Conditional Shares which comprise an Award in   terms of Rule 3.3.3 will in all instances be subject to the fulfilment of the   Employment Condition and / or to the satisfaction of the Performance   Condition(s). 4 PLAN LIMITS 4.1 Overall Company Limit 4.1.1 Subject to Rule   4.3, the maximum aggregate number of Shares which may at any time be Settled   in respect of this Plan to all Participants shall not exceed 32,500,000   (thirty-two million five-hundred thousand) Shares, which equates to   approximately 5% (five per cent) of the number of issued Shares at the date   of adoption of this Plan. For purposes of this Rule, if a percentage is   referred to as well as a number and, if there is any conflict between the   two, the number shall prevail. 4.1.2 The limit referred to in Rule 4.1.1   shall be calculated to be the actual number of new Shares allotted and issued   by the Company in Settlement of the Awards under this Plan, as contemplated   in Rules 8.2.2 and 8.2.3. 4.1.3 The limit referred to in Rule 4.1.1 shall   exclude the following: 4.1.3.1 Shares purchased in the market as contemplated   in Rule 8.2.1 in Settlement of this Plan; and 4.1.3.2 Conditional Shares   comprising Awards under the Plan which Awards are forfeited by a Participant,   as no Shares would have been Settled as consequence of the forfeiture of   these Awards. 4.2 Individual limit Subject to the provisions of Rule 11, the   maximum number of Shares which are Settled to any single Participant under   this Plan over a maximum period of 5 (five) years from the 14 


    




 










date of the   first Settlement to such Participant or date of grant to such “Employee”, as   the case may be, shall not exceed 1% (one per cent) of 32,500,000 Shares,   being 325,000 (three-hundred and twenty-five thousand) Shares. For the   avoidance of doubt, Shares which are the subject of Awards which are   forfeited and accordingly, are not Settled, will not be included in the   aforementioned limit. In the event of a discrepancy between the number of   Shares and the percentage of the amount of 32,500,000 Shares, which such   number represents, the number will prevail. 4.3 Adjustments 4.3.1 The RemCom   must, where required by the Company, adjust the number of Shares available   for the Plan stated in Rule 4.1 (without the prior approval of shareholders   in the Company), to take account of a sub-division or consolidation of the   Shares of the Company, a Capitalisation Issue, a dividend in specie (other   than a dividend paid in the ordinary course of business out of the current   year’s retained earnings), a Rights Issue or a scheme of arrangement as   contemplated in section 114 of the Act, including a reduction in the capital   of the Company. Such adjustment should give a Participant the entitlement to   receive the same proportion of Shares in the Company as he was entitled to receive   prior to the occurrence of such event. 4.3.2 The RemCom may, where required   by the Company, adjust the number of Shares which comprise the individual   limit stated in Rule 4.2 (without the prior approval of shareholders in the   Company) to take account of a Capitalisation Issue, a dividend in specie   (other than a dividend paid in the ordinary course of business out of the   current year’s retained earnings), a Rights Issue or a scheme of arrangement   as contemplated in section 114 of the Act, including areduction in the   capital of the Company.Such adjustment should give a Participant the   entitlement to receive the same proportion of Shares in the Company as he was   entitled to receive prior to the occurrence of such event. 15 


    




 










4.3.3 The Auditors,   or other independent advisor acceptable to the JSE, shall confirm to the JSE   in writing that any adjustment made in terms of Rules 4.3.1 and 4.3.2 has   been properly calculated on a reasonable and equitable basis, in accordance   with the Rules. 4.3.4 The issue of Shares as 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 limits stated in Rules 4.1 and 4.2. 4.3.5 The Company shall notify the   Participants of any adjustments which are made under Rule 11.1 and shall   further comply with Rule 4.3.Any adjustments made in terms of Rules 4.3.1 and   4.3.2 must be reported on in the Company’s annual financial statements in the   year during which the relevant adjustment is made. 5 AWARDS OF CONDITIONAL   SHARES 5.1 Time when Awards may be made 5.1.1 The RemCom may select an   Employee for participation in the Plan, and make an Award to an Employee in   accordance with Rule 3: 5.1.1.1 at any time after the Plan has been approved   by the Company’s shareholders; and 5.1.1.2 subject to Rule 5.1.1.1, on any   day on which there are no restrictions on the making of Awards, being   restrictions imposed during a Closed Period or Prohibited Period, or by statute,   order, regulation or directive, or by any corporate governance code adopted   by the Company relating to dealings in securities by directors, or the JSE   Listings Requirements, as the case may be. 5.2 Award Letter 5.2.1 Award   Letters shall be in writing and shall specify the terms of the Award   including: 16 


    




 










5.2.1.1 the   name of the Employee; 5.2.1.2 the Award Date; 5.2.1.3 the number of   Conditional Shares which comprise the Award; 5.2.1.4 the Vesting Date(s);   5.2.1.5 the Employment Period; 5.2.1.6 the Performance Condition(s) and   Performance Period; and 5.2.1.7 any other relevant terms and conditions.   5.2.2 An Award shall be personal to the Employee to whom the Award Letter is   addressed and may only be acted on by such Employee. 5.2.3 An Award Letter   shall: 5.2.3.1 indicate that the Employee will be deemed to have Accepted the   Award unless declined by the Employee in writing to the Employer Company   within a period of not more than 10 (ten) days after the Award Date; and   5.2.3.2 state that the Award is made on the terms and subject to the   conditions of the Rules of the Plan. 5.3 Save for Securities Transfer Tax,   where payable, which the Employer Company may recover from the Participant,   the Participant will give no consideration to the Company for the Award. The   method of recovering the applicable Securities Transfer Tax amount will be   agreed between the Employer Company and the Participant prior to the   Settlement Date and failing such agreement being reached, the Employer   Company may withhold such amount as is required to discharge the Company’s   liability for the payment of the applicable Securities Transfer Tax amount   from the Participant’s salary 17 


    




 










or other   payments due to him from the Employer Company. 5.4 The Award Letter will also   stipulate the various options which the Participant has in respect of   settling any tax liability arising from the Vesting of his Conditional   Shares. 6 SETTING OF PERFORMANCE CONDITION(S) 6.1 The Vesting of an Award   may, in addition to the fulfilment of the Employment Condition, be subject to   the satisfaction of Performance Conditions and any other conditions specified   by the RemCom. 6.2 Any such Performance Conditions and further condition(s)   imposed under Rule 6.1 shall be: 6.2.1 objective; and 6.2.2 set out in, or   attached in the form of a schedule to, the relevant Award Letter. 6.3 Should   an event occur at any time during the Performance Period(s) which causes the   RemCom to consider that the Performance Condition(s) imposed under Rule 6.1   are no longer appropriate, the RemCom may substitute or vary the Performance   Condition(s) in such a manner as: 6.3.1 is reasonable in the circumstances;   and 6.3.2 produces a fairer measure of performance and is not materially less   or materially more difficult to satisfy. 6.4 The relevant Award will then   continue to be effective as of the Award Date, but subject to the imposition   of the Performance Condition(s) as so substituted or varied and communicated   in writing by the Company to the Participant. 18 


    




 










7 REVIEW OF   PERFORMANCE CONDITION(S) AND VESTING OF AWARDS 7.1 Subject to Rules 8 and 10,   an Award will Vest on the later of: 7.1.1.1 the date or dates on which the   Participant has satisfied the Employment Condition(s) as specified in the   Award Letter; and 7.1.1.2 to the extent applicable, the date on which the   RemCom determines that the Performance Condition(s) and to the extent   applicable, any other conditions which have been imposed by the RemCom, have   been satisfied by the relevant Participant. 7.2 As soon as reasonably   practicable after the end of the Performance Period in relation to an Award,   the RemCom shall review the Performance Condition(s) as specified in the   relevant Award Letter and any other conditions specified by the RemCom in   terms of Rule 6.1 and determine the extent to which these Performance   Condition(s) and other conditions have been satisfied by the relevant   Participant. 7.3 If the RemCom is satisfied that the Performance Condition(s)   and any other conditions specified by the RemCom in terms of Rule 6.1, have   been fulfilled by the relevant Participant, the RemCom shall calculate the   number of Conditional Shares that will Vest for that Participant and notify   that Participant of this fact as soon as is reasonably practicable after the   RemCom’s determination pursuant to Rule 7.2 has been made. 7.4 If the RemCom   is satisfied that the Performance Condition(s) and any other conditions   specified by the RemCom in terms of Rule 6.1 have not been fulfilled, the   portion of the Award linked to the Performance Condition(s) and any other   conditions specified by the RemCom in terms of Rule 6.1, will not Vest. The   Participant will be notified in writing by the Employer Company of such fact   accordingly. 7.5 In the event that the Performance Condition(s) have to be   reviewed by the RemCom prior to the end of the Performance Period, as   envisaged by Rules 9.3 and 10, at least 19 


    




 






 



once in each   Financial Year, the RemCom will review the Performance Condition(s) and   determine the extent to which the Performance Condition(s) have been met, or   are reliably estimated to be met, by the Participant. The outcome of such   testing of the satisfaction of the Performance Condition(s) will be used by   the RemCom in respect of all Awards made to that Participant in respect of   which the Performance Condition(s) have to be reviewed prior to the end of   the relevant Performance Period in that particular Financial Year. 7.6   Following the Vesting of an Award, the relevant Participant will become   entitled to the Settlement of the Shares comprised in the Award, free of any   further restrictions. 7.7 No consideration will be payable by the Participant   to the Company in respect of the Settlement of the Award pursuant to Rule 8.   8 SETTLEMENT 8.1 Following the Vesting Date of an Award, the Company or   relevant Employer Company shall within 30 (thirty) days of the Vesting Date   procure the Settlement to the relevant Participant of that number of Shares   which is equivalent to the number of Conditional Shares to which that   Participant is entitled in accordance with the Settlement methods described   in Rule 8.2. 8.2 Any one of the following Settlement methods may be used by   the Company, as directed by the RemCom: 8.2.1 The Employer Company will incur   an expense by making a cash contribution to a third party appointed by the   Company in an amount equal to the market value of the number of Shares   required to Settle the Award, on the basis that the third party will acquire   the required number of Shares on the market and effect Settlement to the   relevant Participant; or 20 


    




 










8.2.2 The   Employer Company will incur an expense by making a cash contribution to a third   party appointed by the Company in an amount equal to the subscription price   of the total number of Shares required to Settle the Award, on the basis that   the third party will acquire this number of Shares by subscription from the   Company and effect Settlement to the relevant Participant, the subscription   price per Share to be calculated on the basis of either: 8.2.2.1 the market   value per Share; or 8.2.2.2 any other consideration; or 8.2.3 the Company   will issue Shares to the Participants. 8.3 Where the Company incurs costs in   relation to the Settlement of an Award, whether in the form of the cash   contribution or otherwise, the Company will recharge such costs to the   relevant Employer Company in terms of the applicable Recharge Policy. 8.4   Subject to Rules 9 and 10, the number of Shares delivered to the Participant   in Settlement of an Award shall be that number of Shares which is calculated   in accordance with the provisions of the relevant Award Letter, irrespective   of the cost to the Company or Employer Company. 8.5 Beneficial rights   attached to the Shares, including voting rights, dividend rights, the right   to transfer the Shares and rights arising on the liquidation of the Company,   will pass to the Participant on the Vesting Date. 9 TERMINATION OF EMPLOYMENT   9.1 Bad leavers If a Participant’s employment with any Employer Company   terminates before the Vesting Date as a consequence of: 21 


    




 










9.1.1 his   resignation; 9.1.2 his dismissal by the Employer Company on grounds of   misconduct, proven poor performance or proven dishonesty or fraudulent   conduct or conduct against the interest of the Group or its shareholders;   9.1.3 his abscondment; or 9.1.4 any other reason other than those stated in   Rule 9.3, all unvested Awards allocated to that Participant will be forfeited   in their entirety by that Participant immediately on the Date of Termination   of Employment. For the avoidance of doubt, any Awards allocated to that   Participant which have already Vested will be unaffected by this Rule 9.1. 9.2   For the purposes of this Rule 9, a Participant will not be treated as ceasing   to be an Employee of an Employer Company if, on the same date on which he   ceases to be an Employee of an Employer Company, he is employed by another   Employer Company. 9.3 Good leavers 9.3.1 If a Participant’s employment with   any Employer Company terminates before the Vesting Date as a consequence of:   9.3.1.1 his death; 9.3.1.2 his Retirement; 9.3.1.3 his retrenchment, as   determined to the satisfaction of the RemCom; 9.3.1.4 his being injured,   having a disability or ill-health, in each case as certified by a qualified   medical practitioner nominated by the relevant Employer Company or determined   to the satisfaction of the RemCom; 22 


    




 










9.3.1.5 the   Participant’s Employer Company ceasing to be a member of the Group or the   undertaking in which he is employed being transferred to a transferee which   is not a member of the Group; or 9.3.1.6 the RemCom making a determination to   terminate his employment, in its absolute discretion, for any other reason,   the unvested Awards allocated to that Participant will be dealt with by the   Company pursuant to Rules 9.3.2, 9.3.3 and/or 9.3.4, as the case may be.   9.3.2 If the Participant’s employment with an Employer Company is terminated   within 6 (six) months of the Award Date, the Award made to the Participant on   that Award Date will be forfeited in its entirety on the Date of Termination   of Employment. For the avoidance of doubt, any Awards allocated to that   Participant which have already Vested will be unaffected by this Rule 9.3.2.   9.3.3 Where the Participant is not an Executive, a portion of his Award(s)   shall Vest as soon as reasonably possible after the Date of Termination of   Employment, after the RemCom has determined the extent to which the   Performance Condition(s) and any other conditions specified by the RemCom in   terms of Rule 6.1 have been satisfied in accordance with Rule 7.5. The   portion of the Award which shall Vest in the Participant will be determined   based on the number of complete years commencing on the Award Date during   which the Participant was employed by any Employer Company until the Date of   Termination of Employment, divided by / over the total number of complete   years commencing on the Award Date which comprise the Performance Period(s)   and adjusted based on the extent to which the Performance Conditions and any   other conditions specified by the RemCom in terms of Rule 6.1 have been   satisfied or are forecasted by RemCom to be satisfied. To the extent that   there is more than one Vesting Date and more than one Employment Period in   respect of a particular Award, the 23 


    




 










determination   of what portion of the Award which shall Vest in the Participant should be   carried out in respect of each Performance / Employment Period and   Performance Condition and each other condition specified by the RemCom in   terms of Rule 6.1. The portion of the Award that does not Vest in the   Participant will be forfeited in its entirety on the Date of Termination of   Employment; provided that the RemCom may, acting fairly and reasonably,   decide that a Participant whose employment is terminated for one of the   reasons contemplated in Rule 9.3.1.2, 9.3.1.3 or 9.3.1.6, will continue to   participate in the Plan, in terms of the Rules, beyond the Date of   Termination of Employment and the complete Awards (and not a portion thereof)   will Vest in that Participant pursuant to Rule 7.1, provided further that the   RemCom may determine the final percentage of the Award which Vests in that   Participant with reference to the satisfaction of the Performance   Condition(s) and/or the Employment Condition attaching to the particular   Award(s). 9.3.4 Where the Participant is an Executive, and - 9.3.4.1 that   Participant’s employment is terminated by an Employer Company pursuant to   Rule 9.3.1.1, 9.3.1.4 or 9.3.1.5, as the case may be, the Award which has   been allocated to that Participant will Vest in that Participant in   accordance with Rule 9.3.3; or 9.3.4.2 that Participant’s employment is   terminated by an Employer Company pursuant to Rule 9.3.1.2, 9.3.1.3 or   9.3.1.6, as the case may be, the Participant will continue to participate in   the Plan, in terms of the Rules, beyond the Date of Termination of Employment   and the Awards which have been allocated to that Participant will Vest in   that Participant in accordance with Rule 7.1, unless determined otherwise at   the sole discretion of the RemCom. The portion of the Award which shall Vest   in the Participant will be determined based on the number of complete years   commencing on the Award Date during which the Participant was employed by any   Employer Company until the Date of Termination of Employment divided by /   over the total number of complete years 24 


    




 










comprising the   Performance Period(s) and adjusted based on the extent to which the   Performance Conditions and any other conditions specified by the RemCom in   terms of Rule 6.1 have been satisfied or are forecasted by RemCom to be   satisfied. To the extent that there is more than one Vesting Date and more   than one Employment / Performance Period in respect of a particular Award,   the determination of what portion of the Award which shall Vest in the   Participant should be carried out in respect of each Employment Period and   Performance Condition and each other condition specified by the RemCom in   terms of Rule 6.1. 10 CHANGE OF CONTROL 10.1 In the event of a Change of   Control of the Company occurring before a particular Vesting Date which   directly results in: 10.1.1 the Shares ceasing to be listed on the JSE;   10.1.2 the Majority of Operations of the Company being merged with those of   another company or companies; or 10.1.3 the Plan being terminated; a portion   of the Award held by a Participant will Vest as soon as reasonably   practicable after the Change of Control Date, provided that the RemCom has   determined the extent to which the Performance Condition(s) and/or any other   condition set by the RemCom in terms of Rule 6.1 have been met in accordance   with Rule 7. The portion of the Conditional Shares which shall Vest will be   calculated in accordance with Rule 10.2. 10.2 The portion of the Award which   shall Vest in a particular Participant will be determined by the RemCom based   on the number of complete months served commencing on the Award Date until   the Change of Control Date during which the Participant was employed by any   Employer Company, divided by / over the total number of complete months 25 


    




 










which comprise   the Performance Period(s) and adjusted based on the extent to which the   Performance Conditions and any other conditions specified by the RemCom in   terms of Rule 6.1 have been satisfied. 10.3 To the extent that there is more   than one Vesting Date and more than one Employment/Performance Period in   respect of a particular Award, the determination of what portion of the Award   which shall Vest in the Participant pursuant to Rule 10.2 shall be carried   out in respect of each such Period. 10.4 The portion of the Award that does   not Vest in a Participant as a result of the Change of Control will, except   on the termination of the Plan as envisaged in Rule 10.1.3 in which case such   Award will be forfeited by the Participant, continue to be subject to the   terms of the Award Letter relating thereto unless the RemCom determines that   the terms of the Award Letter relating thereto are no longer appropriate. In   that case the RemCom shall make such adjustments to the number of Conditional   Shares or convert Awards into awards in respect of shares in one or more other   companies in the Group, provided that the Participants are no worse off than   they would have been had there been no Change of Control.The RemCom may also   vary the Performance Condition(s) relating to the Award in accordance with   Rule 6. 10.5 If any other event happens which may affect the Awards,   including the Shares ceasing to be listed on the JSE (unless pursuant to a   Change of Control as referred to in Rule 10.1.1), there being an internal   restructuring of the Group or any other event which does not involve: 10.5.1   any Change of Control; or 10.5.2 any change in the ultimate Control of the   Company; or 10.5.3 a Change of Control which does not result directly in an   event specified in Rule 10.1.1, 26 


    




 










10.1.2 or   10.1.3, the Award held by a Participant shall not Vest as a consequence of   that event and shall continue to be governed by the Rules of the Plan.   However, the RemCom may take such action as it considers appropriate to   protect the interests of Participants following the occurrence of such event,   including converting Awards into awards in respect of shares in one or more   other companies in the Group, provided that the Participant is no worse off   than he would have been had had there been no occurrence of such event. The   RemCom may also vary the Performance Condition(s) relating to Conditional   Shares in accordance with Rule 6.3. 11 VARIATION IN SHARE CAPITAL 11.1 Rights   Issue, Capitalisation Issue, subdivision or consolidation of Shares,   liquidation, etc. 11.1.1 In the event of a: 11.1.1.1 Rights Issue; or   11.1.1.2 Capitalisation Issue; or 11.1.1.3 subdivision of Shares; or 11.1.1.4   consolidation of Shares; or 11.1.1.5 the Company entering into a scheme of   arrangement as contemplated in section 114 of the Act; or 11.1.1.6 the   Company making distributions, including a reduction of capital and a   distribution in specie, other than a dividend paid in the ordinary course of   business out of the current year’s retained earnings, 27 


    




 










Participants   shall continue to participate in the Plan. The RemCom may make such   adjustment as it considers appropriate to the number of Conditional Shares   comprised in the relevant Award to place Participants in no worse a position   than they were prior to the occurrence of the relevant event. 11.2 The issue   of Shares as consideration for an acquisition, and the issue of Shares for a   vendor consideration placing will not be regarded as a circumstance that   requires any adjustment to Awards. 11.3 The Company shall notify the   Participants of any adjustments which are made under Rule 11.1 and shall   further comply with Rule 4.3. 11.4 If the Company is placed into liquidation,   other than for purposes of reorganisation, an Award of Conditional Shares   shall ipso facto lapse as from the Liquidation Date. 12 FORFEITURE AND LAPSE   OF AWARDS 12.1 Notwithstanding any other provision of the Rules, an Award   shall lapse on the earliest of: 12.1.1 the date on which the RemCom   determines that the Performance Condition(s) or any further condition imposed   by RemCom under Rule 6.1, in relation to Conditional Shares, has not been   satisfied either in whole or in part in respect of the Award and can no   longer be satisfied; 12.1.2 subject to Rules 8 and 10, the Date of   Termination of Employment; 12.1.3 the Liquidation Date; and 12.1.4 any other   date provided for under these Rules. 28 


    




 










13 FURTHER   CONDITIONS 13.1 In circumstances where the tax and/or regulatory requirements   of a particular jurisdiction where a Participant is employed by an Employer   Company makes Settlement impossible or impractical, the RemCom can determine   alternative arrangements for the delivery of Shares to that Participant   including (but not limited to) that the Participant being paid a cash amount on   the Vesting Date in lieu of his receiving Shares that would have been   delivered to the Participant, which cash amount is equivalent to the   aggregate market value of such Shares as calculated at the Vesting Date.   Where appropriate, the terms and conditions of such Award may be set out in a   separate Country Schedule, approved by RemCom. 13.2 An Employer Company may   withhold any amount required by the Employer Company: 13.2.1 to meet any   costs incurred by the Employer Company in respect of the Vesting of an Award,   for which the Participant is liable; or 13.2.2 for employees’ tax and any   other statutory deductions in respect of that Participant. 13.3 The Award   Letter will stipulate the various options which the Participant has in   respect of settling any tax liability arising from the Vesting of Conditional   Shares, including one or more of the options set out in Rule 13.4. 13.4 On   the Vesting of the Awards, in order for the Participant to meet any costs   related to taxation of the Awards, the Participant will have the option to   advise the Company to: 13.4.1 sell or to procure the sale of all the Shares   for and on behalf of the Participant and to remit the amount which is equal   to the tax on the Shares, to the Company; or 13.4.2 sell or to procure the   sale of as many Shares as will cover the taxation owed for and on behalf of   the Participant; or 29 


    




 










13.4.3 pay the   amount equal to the tax due on the Shares, to the Company from the   Participant’s remuneration or any other amount due by the Employer Company to   the Participant. 13.5 Subject to Rule 9, the Employer Company will delay the   Settlement or Vesting of the Award, whichever is appropriate, to the   Participant if the acquisition or disposal of the Shares would otherwise:   13.5.1 occur during a Closed Period; or 13.5.2 where a Participant is in the   full or part time employ of an Employer Company, occur during a Prohibited   Period; or 13.5.3 be in contravention of any code adopted by the Company   relating to dealings in securities by Directors; or 13.5.4 be prohibited by   insider trading legislation or any other legislation or regulations, until   the third Business Day following the expiry of such event. 13.6 The rights of   Participants under this Plan are determined exclusively by these Rules as   read with the Award Letters. 13.6.1 Except as otherwise provided in the   Rules, the Participant has no right to any compensation, damages or any other   sum or benefit by reason of the fact that: 13.6.2 he ceased to be a   Participant in the Plan; or 13.6.3 any of his rights or expectations under   this Plan were reduced or lost. 13.7 The Company will ensure compliance with   paragraphs 3.63 – 3.74 (director dealings) of the JSE Listings Requirements   in terms of share dealings by the Company relating to the Plan, save for the   circumstances pursuant to paragraph 3.92 of the JSE Listings 30 


    




 










Requirements   being present. 13.8 The issue of Shares to Employees which do not fall under   the Rules of this Plan will be treated as a specific issue for cash as contemplated   in paragraph 5.51 of the JSE Listings Requirements. 13.9 Where a Participant   is transferred from one Employer Company to another Employer Company: 13.9.1   all Awards granted to such Participant by the first Employer Company shall   remain in force on the same terms and conditions as set out in these Rules   and the relevant Award Letter; and 13.9.2 the second Employer Company shall   assume a pro rata portion of the first Employer Company's obligations in   respect of the relevant Awards in consideration for obtaining the   Participant's services from the first Employer Company. 14 DISCLOSURE IN   ANNUAL FINANCIAL STATEMENTS The Company shall disclose in its annual   financial statements, to the extent required by the Act or 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. 15 AMENDMENTS AND   TERMINATION 15.1 Subject to the provisions of this Rule 15, the RemCom may at   any time, alter, vary or add to these Rules as it thinks fit. Amendments to   these Rules may only affect Awards to Participants that have already been   made, subject to the respective applicable JSE Listings Requirements;   provided that, if an amendment is to the material disadvantage 31 


    




 










of   Participants, as proven to the Company by any Participants, a majority of   Participants materially disadvantaged by the amendment shall have approved   such amendment. 15.2 Except as provided in Rule 15.3 the provisions relating   to: 15.2.1 the category of persons who are eligible for participation in the   Plan as envisaged in Rule 2.1.19; 15.2.2 the number of Shares that may be   utilised for the Plan as envisaged in Rule 4.1; 15.2.3 the individual   limitations on benefits or maximum entitlements to Shares envisaged in Rule   4.2; 15.2.4 the voting, dividend and other rights attached to the Awards,   including those arising on a liquidation of the Company, envisaged in Rules   3.8, 8.5 and 12.1.3; 15.2.5 the basis for determining Awards as stipulated in   Rule 3.1; 15.2.6 the adjustment of Awards and price in the event of a   variation of capital of the Company as stipulated in Rule 4.3; 15.2.7 the   procedure to be adopted in respect of the Vesting of Conditional Shares in   the event of a Change of Control as stipulated in Rule 10.1, or in any other   event which may affect the Awards (excluding a Change of Control) as   stipulated in Rule 10.5; 15.2.8 the procedure to be adopted in respect of the   Vesting of Conditional Shares in the event of the termination of employment   as envisaged in Rule 9; and 15.2.9 the terms of this Rule 15.2, may not be   amended without the prior approval of the JSE and by ordinary resolution of   shareholders of the Company entitled to exercise at least 75% (seventy five   percent) of the voting rights exercisable on that decision, excluding all of   the votes attached to all 32 


    




 










Shares owned   and controlled by persons who are existing Participants in the Plan and which   have been acquired under the Plan. 15.3 Subject to JSE notification and approval,   the RemCom may make minor amendments to these Rules for ease of the   administration of the Plan, 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 Company or any Employer   Company or any present or future Participant. 15.4 The RemCom may terminate   the Plan at any time, but Awards granted to Participants before such   termination will continue to be valid and shall be dealt with in terms of the   Rules of the Plan. 16 DOMICILIUM AND NOTICES 16.1 The parties choose   domicilium citandi et executandi for all purposes arising from this Plan,   including, without limitation, the giving of any notice, the delivery of   Shares, the serving of any process, as follows: 16.1.1 the Company, the   Company Secretary and the RemCom: Sasol Place 50 Katherine Street Sandton   Tel: +27 010 3445000 16.1.2 any Employer Company - The address and electronic   address of the registered office of the Employer Company from time to time;   16.1.3 each Participant - The physical address and electronic address from   time to time reflected as being his business address, telefax number and/or   electronic address in the Employer Company's payroll system from time to   time. 33 


    




 










16.2 Any of the   above parties shall be entitled from time to time, by written notice to the   other, to vary its domicilium to any other physical address within the   Republic of South Africa and/or its facsimile number and/or (in the case of a   Participant) his electronic address; provided that in the case of a   Participant such variation is also made to his details on the Employer   Company's payroll system. 16.3 Any notice given and any delivery made by any   of the above persons to any other which: 16.3.1 is delivered by hand during   the normal business hours of the addressee at the addressee's domicilium for   the time being shall be rebuttably presumed to have been received by the   addressee at the time of delivery; 16.3.2 is delivered by courier during the   normal business hours of the addressee at the addressee's domicilium for the   time being shall be rebuttably presumed to have been received by the   addressee on the 3rd (third) day after the date of the instruction to the   courier to deliver to the addressee; and 16.3.3 is posted by prepaid   registered post from an address within the Republic of South Africa to the   addressee at the addressee's domicilium for the time being shall be   rebuttably presumed to have been received by the addressee on the 7th   (seventh) day after the date of posting. 16.4 Any notice given that is   transmitted by electronic mail and/or facsimile to the addressee at the   addressee's electronic address and/or facsimile address (as the case may be)   for the time being shall be rebuttably presumed until the contrary is proved   by the addressee to have been received by the addressee on the date of   successful transmission thereof. 16.5 In the case of any notice or document   given to the Employer Company pursuant to the Plan, delivered or sent by post   to its registered office or such other address as may be 34 


    




 










specified by   the Employer Company, such notice or document: 16.5.1 must be marked for the   attention of the Chief Legal Counsel of the Employer Company; and 16.5.2 will   not be deemed to have been received before actual receipt by the Chief Legal   Counsel of the Employer Company. 16.6 Notwithstanding anything to the   contrary herein contained, a written notice or document which is actually   received by a person shall be adequate for purposes of this Plan   notwithstanding that such notice or document was not received at that party’s   domicilium citandi et executandi. 17 DISPUTES 17.1 Any dispute arising under   the Plan shall be decided by arbitration in the manner set out in Rule 17   (other than where an interdict is sought or urgent relief may be obtained   from a court of competent jurisdiction). 17.2 The arbitration shall be held   subject to the provisions of this Plan - 17.2.1 at Johannesburg; 17.2.2   informally; 17.2.3 otherwise in accordance with the provisions of the   Arbitration Act, No. 42 of 1965, it being the intention of the parties that   if possible the arbitration shall be held and concluded within 21   (twenty-one) Business Days, after it has been demanded. 17.3 The arbitrator   shall be, if the question in issue is: 17.3.1 primarily an accounting matter,   an independent accountant with not less than 15 35 


    




 










(fifteen)   years’ experience agreed upon between the parties. In the event that the   parties cannot agree within 7 (seven) Business Days, a chartered accountant   to be nominated by the Chairperson (or if his title has changed, or if this   office no longer exists, the equivalent office no matter what it may be   titled) for the time being of the South African Institute of Chartered   Accountants; 17.3.2 primarily a legal matter, a practising senior counsel or   attorney with no less than 15 (fifteen) years standing agreed upon between   the parties. In the event that the parties cannot agree within 7 (seven)   Business Days, a practising attorney nominated by the President (or if this   title has changed, or if this office no longer exists, the equivalent office   no matter what it may be titled) for time being of the Law Society of the   Northern Provinces or instead the relevant Provincial Council once   established under the Legal Practices Act, 2014; 17.3.3 any other matter, an   independent person agreed upon between the parties. 17.4 An aggrieved party   may appeal against the arbitration award within 10 (ten) Business Days after   receipt of the arbitration award by lodging a notice of appeal with the other   party. 17.5 Any party to the arbitration shall be entitled to have the arbitration   award made an order of court of competent jurisdiction. 17.6 Where an appeal   is made, 2 (two) practising senior counsel of at least 15 (fifteen) years   standing shall be appointed as chairpersons of the appeal. If the parties are   unable to agree on the chairpersons for the appeal the provisions of Rule   17.3 shall mutatis mutandis apply with the changes required by the context.   The chairpersons shall meet the parties within 7 (seven) Business Days after   their appointment to determine the procedure for the appeal. 36 


    




 










18 GOVERNING   LAW South African law governs the Plan. 37 


    




 










This Plan was   duly adopted at the annual general meeting of Sasol Limited held on 25   November 2016 and was available for inspection at the Company’s registered   office for at least 14 (fourteen) days prior to the annual general meeting.   Chairman of the Annual General Meeting 38