Exhibit 4.2


 


TRUST DEED CONSTITUTING
THE SASOL INZALO MANAGEMENT SCHEME


 


entered into
between


 


SASOL LIMITED


 


(Registration
No.1979/003231/06)


 


and


 


SAM MONTSI


 


(Identity No. 450123 5439 083)


 

















 


1.             INTERPRETATION


 


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:


 


1.1.          words importing:


 


1.1.1.                any one gender include the other two
genders;


 


1.1.2.                the singular include the plural and vice versa; and


 


1.1.3.                natural persons include created entities
(corporate or unincorporate) and the state and vice
versa;


 


1.2.          the following terms shall have the meanings assigned
to them hereunder and cognate expressions shall have corresponding meanings,
namely:


 


1.2.1.                “Administrator”
means the person who is from time to time appointed by the Trust in terms of
clause 12 (Day-to-Day Administration of the Trust)
to administer the day-to-day affairs of the Trust;


 


1.2.2.                “Auditors” means
the auditors of the Trust from time to time, it being recorded that initially,
the auditors shall be KPMG;


 


1.2.3.                “Available Scheme Shares”
means those Scheme Shares in respect of which at the relevant time, no Vested
Rights have vested in any Employee Beneficiary including those in respect of
which there had previously been Vested Rights, which had been forfeited, but
subject to clause 19.4.5;


 


1.2.4.                “Bargaining Council”
means a bargaining council established in terms of the LRA;


 


1.2.5.                “BEE” means broad-based black economic empowerment;


 


1.2.6.                “BEE Act” means
the Broad-Based Black Economic Empowerment Act, 2003;


 


1.2.7.                “Beneficiary Balance”
means in relation to an Employee Beneficiary, at any relevant time, the number
of Scheme Shares and Other Assets in respect of which he has Vested Rights;


 


1.2.8.                “Beneficiaries”
means collectively, Employee Beneficiaries and the Residual Beneficiary;


 

















 


1.2.9.                “Black Person”
means the more stringent definition from time to time ascribed to it in the BEE
Act, Codes or Charter, and which as at the Signature Date is the definition
contained in the Codes namely Africans, Coloureds or Indians, and who are
citizens of the Republic of South Africa by:


 


1.2.9.1.          birth or descent; or


 


1.2.9.2.          naturalisation occurring either:


 


1.2.9.2.1.               before the commencement date of the
Constitution; or


 


1.2.9.2.2.               after the commencement date of the
Constitution, but who, without the policy of apartheid, would have qualified
for naturalisation before such commencement date;


 


1.2.10.              “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 Trust;


 


1.2.11.              “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;


 


1.2.12.              “CCMA” means the
Commission for Conciliation, Mediation and Arbitration established in terms of
the LRA;


 


1.2.13.              “Charter”
means from time to time the empowerment charter applicable to the Company or
any Group Company (as the case may be), including, without limitation, the Charter
for the South African Petroleum and Liquid Fuels Industry on Empowering
Historically Disadvantaged South Africans in the Petroleum and Liquid Fuels
Industry adopted by the liquid fuels industry in November 2000 or the
Broad-Based Socio-Economic Empowerment Charter for the South African Mining
Industry as developed in terms of the Mineral and Petroleum Resources
Development Act, 2002, or any other charter applicable to the Company and/or
any Group Company from time to time, or if such charters are amended or
replaced, the applicable amended or replacement charter;


 


1.2.14.              “Codes” mean the
Codes of Good Practice on Black Economic Empowerment promulgated as regulations
in terms of the BEE Act;


 

















 


1.2.15.              “Commencement Date”
means the next Business Day after the last of the Suspensive Conditions is
fulfilled;


 


1.2.16.              “Company” means
Sasol Limited (Registration No. 1979/003231/06);


 


1.2.17.              “Companies Act”
means the Companies Act, 1973;


 


1.2.18.              “Company Appointed Trustee”
means a Trustee who is appointed by the Board from time to time in terms of
clause 4.2;


 


1.2.19.              “Consideration Shares”
mean those shares in a company offered to the Shareholders as consideration for
the acquisition of their shares in the Company;


 


1.2.20.              “Constitution”
means the Constitution of the Republic of South Africa, 1993;


 


1.2.21.              “Corporate Action”
means any action referred to in clause 23;


 


1.2.22.              “Costs” means
all costs and expenses due and payable by the Trust which are not Specific
Taxation and Expenses;


 


1.2.23.              “Designated Percentage”
means in respect of a particular Employee Beneficiary the percentage which his
Scheme Shares in respect of which he has Vested Rights at the relevant time
bears to the total number of Scheme Shares;


 


1.2.24.              “Dispose” means
to sell, cede outright, transfer, lend, distribute or otherwise alienate or
dispose;


 


1.2.25.              “Distribution  Date” means as soon as reasonably possible after:


 


1.2.25.1.              the Employee Beneficiary exercises his
right under clause 25.3;  or


 


1.2.25.2.              the Employee Beneficiary makes the
requisite payment contemplated in clause 25.4;


 


1.2.26.              “Dividends”
means:


 


1.2.26.1.         all dividends declared by the Company in
the ordinary course to the Trust in respect of the Scheme Shares (which shall
not include what is described by the Board as a special, extraordinary or
abnormal dividend or distribution); and


 


1.2.26.2.         any other dividends declared in the
ordinary course in respect of Other Assets held by or on behalf of the Trust
(which shall not 


 

















 


include what
is described by the Board as a special, extraordinary or abnormal dividend or
distribution),


 


and paid to the Trustees on behalf of the
Trust;


 


1.2.27.              “Effective Date”
means as regards any Eligible Employee who becomes an Employee Beneficiary
pursuant to :


 


1.2.27.1.         clause 13.1, the Subscription Date;


 


1.2.27.2.         clause 13.3, the anniversary of the
Subscription Date immediately preceding the date on which he is invited to
become an Employee Beneficiary;


 


1.2.28.              “Elected Trustee”
means a Trustee who is elected by Employee Beneficiaries in terms of
clause 4.3 (Elected Trustee) or
clause 4.4.5;


 


1.2.29.              “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 distribution or if the shares are awarded by
means of a capitalisation issue if there is an alternative to receive any other
distribution;


 


1.2.30.              “Eligible Employee”
means any Black Person who at the relevant date when he is offered the
opportunity to become an Employee Beneficiary is employed on a permanent basis
by the Group at employment level 4 and above, or whose name is listed in
schedule “A”, or any replacement schedule A effected in terms of clause 13.1.2,
or a Resigned Employee as contemplated in clause 19.3.2;


 


1.2.31.              “Employee Beneficiary”
means an Eligible Employee or New Eligible Employee, who becomes a beneficiary
under the Trust in accordance with the provisions of clause 13 (Vestings) and who does not cease to be an Employee
Beneficiary in accordance with the provisions of this Trust Deed;


 


1.2.32.              “Employer Company”
means the Group Company which employs the Employee Beneficiary;


 


1.2.33.              “Employer Company Board”
means the board of directors of any Employer Company, other than the Board, 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;


 

















 


1.2.34.              “Employees’ Tax”
means employees’ tax as contemplated in the Fourth Schedule of the Income Tax
Act, or otherwise;


 


1.2.35.              “Employment by the Group”
means employment by any Group Company;


 


1.2.36.              “Entitlement Assets”
means such Scheme Shares and/or any Other Assets arising from the Scheme Shares
(excluding the entitlement referred to in clause 9.2.2) which any Employee
Beneficiary becomes entitled to take ownership of from the Trustees pursuant to
this Trust Deed;


 


1.2.37.              “Final Date”
means the 10th (tenth) anniversary of the Subscription Date, unless
that date does not fall on a Business Day in which case it must be the first
Business Day thereafter, or in the case of distributions to the Residual
Beneficiary, such earlier date as determined by the Board in terms of clause
24, or the date when the Trustees are bound to distribute any remaining Scheme
Shares and Other Assets to the Residual Beneficiary;


 


1.2.38.              “First Trustee”
means the Trustee referred to in clause 4.2.1;


 


1.2.39.              “Forfeiture Period”
means as regards any Employee Beneficiary a period of 3 (three) years from the
Effective Date;


 


1.2.40.              “Group” means
collectively:


 


1.2.40.1.         the Company;


 


1.2.40.2.         the Company’s wholly-owned subsidiaries
from time to time (as defined in the Companies Act);  and


 


1.2.40.3.         such other subsidiaries whose details are
contained in schedule “B”, or as may be determined by the Board from time to
time;


 


1.2.41.              “Group Company”
means a company forming part of the Group;


 


1.2.42.              “Income Tax Act”
means the Income Tax Act, 1962;


 


1.2.43.              “Initial Vesting”
means in respect of each Employee Beneficiary, the vesting of the Vested Rights
by reason of becoming an Employee Beneficiary pursuant to the provisions of
clause 13.2.2;


 


1.2.44.              “Initial Vesting Notice”
means a notice given by the Board or an Employer Company Board to the Trustees
in terms of clause 13.2.1;


 


1.2.45.              “Labour Court”
means the Labour Court established in terms of the LRA;


 

















 


1.2.46.              “LRA” means
Labour Relations Act, 1995;


 


1.2.47.              “Master” means
the Master of the High Court of the Republic of South Africa;


 


1.2.48.              “Month” means a
calendar month;


 


1.2.49.              “New Eligible Employee”
means an Eligible Employee who is employed by any Group Company within a period
of 5 (five) years after the Subscription Date;


 


1.2.50.              “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;


 


1.2.51.              “Other Assets”
means any assets (excluding cash) of the Trust, other than Dividends required
to be distributed to the Employee Beneficiaries and Scheme Shares;


 


1.2.52.              “Other Available Assets”
means any Other Assets in respect of which at the relevant time, no Vested
Rights have vested in any Employee Beneficiary including those in respect of
which there had previously been Vested Rights, which had been forfeited, but
subject to clause 19.4.5;


 


1.2.53.              “Register” means
the register referred to in clause 7.1;


 


1.2.54.              “Repurchase”
means a repurchase as set out in this Trust Deed pursuant to the exercise by
the Company of a Repurchase Right;


 


1.2.55.              “Repurchase Formula”
means the repurchase formula set out in schedule “C” and as may be adjusted in
accordance with the provisions of this Trust Deed;


 


1.2.56.              “Repurchase Right”
means any right granted to the Company in terms of this Trust Deed as a part of
the Subscription to Repurchase Scheme Shares;


 


1.2.57.              “Residual Beneficiary”
means the Sasol Inzalo Foundation;


 


1.2.58.              “Retirement”
means in relation to the Employee Beneficiary, the termination of the
employment of such Employee Beneficiary with the Group, on or after such
Employee Beneficiary attaining normal retirement age (as laid down in the
Company’s pension fund or provident fund regulations from time to time, or
failing that, as determined by the Company, 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 the Employer Company Board, such
Employee Beneficiary retiring prior to attaining the normal requirement age due
to serious disability or serious incapacitation;


 


1.2.59.              “Scheme Shares”
means the Subscription Shares plus any Elective Capitalisation Shares and Non
Elective Capitalisation Shares as consolidated or sub-divided from time to time
received by virtue of the Trustees holding Shares;


 


1.2.60.              “Share” means an
ordinary no par value share in the share capital of the Company;


 


1.2.61.              “Shareholders”
mean the shareholders of the Company from time to time;


 


1.2.62.              “Signature Date”
means the date on which the last party signing this Trust Deed does so;


 


1.2.63.              “Specific Taxation and
Expenses” means in relation to a Beneficiary, the sum of:


 


1.2.63.1.        any taxation (including, without
limitation, Employees’ Tax) that is payable by the Trust or the Group;  and


 


1.2.63.2.        any costs, expenses and disbursements
(including without limitation, brokerage costs, stamp duty and/or uncertificated
securities tax) payable,


 


in respect of the transactions specifically
relating to that Beneficiary;


 


1.2.64.              “Statutes” means
the Trust Property Control Act and any other Statute affecting the performance
by the Trustees of their duties or functions as such;


 


1.2.65.              “Subscription”
means the subscription by the Trust of the Subscription Shares as set out in
clause 9.3 (Subscription);


 


1.2.66.              “Subscription Date”
means the date on which the Subscription occurs;


 


1.2.67.              “Subscription Price”
means a subscription price of R0,01 (one cent) per Share;


 


1.2.68.              “Subscription Shares”
means  1 891 913 (one million eight hundred
and ninety one thousand nine hundred and thirteen) Shares;


 














 


1.2.69.              “Subsequent Vesting”
means in respect of each New Eligible Employee, the vesting of the Vested
Rights by reason of becoming an Employee Beneficiary pursuant to the provisions
of clause 13.3;


 


1.2.70.              “Subsequent Vesting Notice”
means a notice given by the Board or any Employer Company Board to the Trustees
in terms of clause 13.3;


 


1.2.71.              “Suspensive  Conditions” means the suspensive conditions to the
Subscription as set out in clause 9.1 (Suspensive Conditions of
Subscription);


 


1.2.72.              “Trust” means
The Sasol Inzalo Management Scheme constituted by this Trust Deed;


 


1.2.73.              “Trust Deed”
means this trust deed, as amended from time to time;


 


1.2.74.              “Trust Property Control Act”
means the Trust Property Control Act, 1988;


 


1.2.75.              “Trustees” means
the Trustees from time to time of the Trust;


 


1.2.76.              “Vested Right”
means in respect of an Employee Beneficiary, those rights which vest, initially
in the Scheme Shares and Dividends and later in other Scheme Shares and Other
Assets (to the extent that there are those) from the Effective Date in terms of
the provisions of this Trust Deed.


 


1.3.          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.


 


1.4.          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.


 


1.5.          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.


 


1.6.          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.


 


1.7.          The words “other” and “otherwise” shall not
be construed eiusdem generis with any
preceding words where a wider construction is possible.


 

















 


1.8.          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.


 


2.             ESTABLISHMENT AND PURPOSE OF THE TRUST


 


2.1.          There is hereby established the Sasol
Inzalo Management Scheme to 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 intends to broaden equity
ownership among its employees and to spread a significant portion of its
empowerment transaction amongst the Group’s employees to ensure the sustained
success of the Group. The main purpose of the Trust, therefore, is to grant
Vested Rights to the Employee Beneficiaries and thereby to enable the Company
to broaden equity ownership among its employees.  This would also assist the Company to achieve
the BEE objectives set out in the Codes and/or the Charter (as the case maybe)
and to maximise points for ownership under the generic scorecard of the Codes
and/or the Charter (as the case maybe).


 


3.             FUNDING OF THE TRUST


 


3.1.          The Company has made a contribution of
R1000,00 (one thousand rand) which has been accepted by the First Trustee.


 


3.2.          As soon as reasonably possible after the
Commencement Date, the Company or its nominee/s shall make a capital
contribution to the Trust of an amount equal to the number of Subscription
Shares multiplied by the Subscription Price, for the sole purpose of enabling
the Trust to subscribe for the Subscription Shares in terms of clause 9.3


 


3.3.          Save as contemplated in clause 12 (Day-To-Day Administration and Costs and Expenses of the Trust),
the Company shall not be obliged to provide any further 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.


 


4.             TRUSTEES


 


4.1.          Number and Composition of Trustees


 


4.1.1.                Save as may otherwise be required by the
Codes or the Charter, and save in the period prior to the appointment of the
first Elected Trustee in terms of clause 4.3, there shall at all times be 2
(two) Trustees in office for the valid exercise of the powers and discharge of
the duties of the Trustees in terms of this Trust Deed, both of whom must be:


 

















 


4.1.1.1.           Black People; and


 


4.1.1.2.           independent in accordance with the listings
Requirements of the JSE Limited from time to time.


 


4.1.2.                In the event that the Codes or the Charter
require the appointment of any additional trustees, the Trustees shall ensure
that the additional trustees are appointed in accordance with the relevant
provisions of Codes or Charter (as the case may be).


 


4.1.3.                The Trustees shall be appointed as follows:


 


4.1.3.1.           1 (one) shall be appointed, removed and
replaced by the Employee Beneficiaries; and


 


4.1.3.2.           1 (one) shall be appointed, removed and
replaced by the Board.


 


4.1.4.                The Beneficiaries acknowledge that in terms
of the JSE Limited listing requirements, until such time as the independent
Trustees have been appointed, the Trustees shall not be entitled to vote any of
the Scheme Shares.


 


4.2.          Company Appointed Trustee


 


4.2.1.                It is recorded that Sam Montsi is the
Company Appointed Trustee in terms of clause 4.1.3.2 and also the First Trustee
of the Trust. Sam Montsi by his signature to this Trust Deed, accepts his
appointment as such and undertakes to carry out all the duties, functions and
obligations incumbent upon him as soon as letters of authority have been issued
to him by the Master.


 


4.2.2.                The Company shall from time to time on
written notice to the Trustees be entitled to remove and replace the Trustee so
appointed, and the Trustees shall procure such appointment, removal and
replacement.


 


4.3.          Elected Trustee


 


4.3.1.                As soon as practicable after the Initial
Vesting, but in any event within 6 (six) months thereof, the First Trustee
shall procure that the Employee Beneficiaries shall have the opportunity to
elect their Trustee referred to in clause 4.1.3.1 from a list containing
the names of persons who have been nominated by Employee Beneficiaries as
candidates, who comply with the applicable requirements of this clause 4 (Trustees) and who are not disqualified in terms of
clause 4.4 (“Qualification, Disqualification and Further
Election of Trustees”) (“Candidates”),
in accordance with procedures to be 


 

















 


determined by
the Board from time to time, which procedures shall not entitle the Board to
veto the nomination of any Candidate.


 


4.3.2.                The First Trustee shall send a written
notice to each Employee Beneficiary, requesting him to vote for the appointment
as Trustee of 1 (one) Candidate.  Each
Employee Beneficiary who wishes to vote for a Candidate shall address his vote
to the First Trustee by returning such notice, stating the name of the
Candidate for whom she is voting.


 


4.3.3.                The First Trustee shall count the votes
received from Employee Beneficiaries, which count shall be verified by the
Auditors, and thereafter the First Trustee shall notify the Employee
Beneficiaries of the Candidates who have been elected in terms of this
clause 4.3.


 


4.3.4.                Should the Master refuse to grant letters
of authority to a Trustee, or require that security be provided by a Trustee,
the Trustee concerned shall not qualify as a Trustee of this Trust and in such
event, the First Trustee shall identify the Candidate who received the next
most votes in the election in terms of this clause 4.3, 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.


 


4.3.5.                The Trustees in office from time to time
shall ensure that an election of the Elected Trustee shall take place at 3
(three) year intervals, mutatis mutandis,
on the basis set out in the other provisions of this clause 4.3, provided
that if no nominations are made by Eligible Employees, 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.


 


4.3.6.                Employee Beneficiaries constituting not
less than 30% (thirty per cent) in number of all the Employee Beneficiaries at
the relevant time, may, by notice in writing to the Trustees (“Requisition Notice”), requisition that a meeting of Employee
Beneficiaries be convened by the Trustees for the purposes of considering a
resolution or resolutions to remove the 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 Employee Beneficiaries and the reasons for requiring the removal of the
Elected Trustee.  As soon as practicable
after receipt of a Requisition Notice, the Trustees shall convene a meeting of
Employee Beneficiaries mutatis mutandis
in accordance with the provisions of clause 20 (Meetings of
Beneficiaries), save that:


 

















 


4.3.6.1.           not less than 21 (twenty-one) clear days’
written notice of such meeting shall be given to the Employee Beneficiaries and
to the Elected Trustee;


 


4.3.6.2.           such notice shall set out the reasons
advanced by the Employee Beneficiaries for the removal of the Elected Trustee
as set out in the Requisition Notice; and


 


4.3.6.3.           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 20.2.7 by Employee Beneficiaries present in person or by
proxy and voting at such meeting.


 


4.4.                              Qualification, Disqualification and Further
Election of Trustees


 


4.4.1.                Subject to the provisions of this clause 4
(Trustees), Employee Beneficiaries shall
all be eligible for appointment as a Trustee.


 


4.4.2.                Notwithstanding anything to the contrary
contained in this clause 4 (Trustees):


 


4.4.2.1.          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:


 


4.4.2.1.1.                 any person who would be disqualified from
acting as a director of a company in terms of the Companies Act;


 


4.4.2.1.2.                 any person removed from any office of trust
on account of misconduct;


 


4.4.2.1.3.                 any person whose estate has been sequestrated
and has not yet been rehabilitated;


 


4.4.2.1.4.                 any person who has been declared by a
competent court to be mentally ill or incapable of managing his own affairs or
if he is by virtue of the Mental Health Act, 1973, detained as a patient in an
institution or as a state patient;


 


4.4.2.1.5.                 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 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);


 


4.4.2.1.6.                 any person who has been dismissed from the
employ of a Group Company for any reason whatsoever; and


 


4.4.2.1.7.                 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).


 


4.4.3.                The office of a Trustee shall be
automatically vacated if:


 


4.4.3.1.          he becomes disqualified in terms of
clause 4.4.2.1;


 


4.4.3.2.          he resigns his office by not less than 60
(sixty) days (or such shorter period as the remaining Trustee may agree to)
written notice to the remaining Trustee;


 


4.4.3.3.          he dies;


 


4.4.3.4.          his term of office as such shall have
expired;


 


4.4.3.5.          in the case of a Company Appointed Trustee,
he is removed from office by the Company in terms of clause 4.2.2; or


 


4.4.3.6.          in the case of an Elected Trustee, he is
removed from office by a resolution of the Employee Beneficiaries at a meeting
of Employee Beneficiaries convened in terms of clause 4.3.6.


 


4.4.4.                If a Trustee who is an Eligible Employee,
resigns from the employ of the Group during his term in office he shall be
deemed to have resigned as Trustee on the date on which his employment with the
Group terminates and he shall automatically cease to hold office as such.


 


4.4.5.                If the office of an Elected Trustee is
vacated for any reason whatsoever, then the Company Appointed Trustee shall as
soon as possible thereafter cause elections to be held in terms of
clause 4.3 to elect a new Elected Trustee.


 

















 


4.4.6.                No Trustee shall have the right during his
lifetime or by last will to appoint his successor or an alternate Trustee to
serve as Trustee in his place and stead.


 


5.             PROCEEDINGS OF TRUSTEES


 


5.1.          Any Trustee is at all times entitled to
convene a meeting of the Trustees by giving 14 (fourteen) days’ written notice
to the other Trustee, or such shorter notice as may be agreed by both of them
in writing.


 


5.2.          The Trustees shall meet together for the
dispatch of business, adjourn and otherwise regulate their meetings as they
deem fit.


 


5.3.          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.


 


5.4.          Save at the time prior to the appointment
of the first Elected Trustee in terms of clause 4.3, all the Trustees shall
constitute a quorum for the purposes of
meetings of the Trustees.


 


5.5.          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 unanimous consent.


 


5.6.          A resolution in writing signed by all the
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 the last Trustee’s
signature.


 


5.7.          The Trustees shall keep minutes of their
meetings in writing and all resolutions passed by the Trustees shall be duly
signed by both Trustees.


 


6.             POWERS OF TRUSTEES


 


6.1.          Subject to the restrictive covenants as set
out in clause 9 (Restrictive Covenants),
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 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:


 


6.1.1.                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;


 


6.1.2.                to make any investments with the relevant
member of the Group in accordance with clause 15 (Investment
of Cash);


 


6.1.3.                to subscribe for the Subscription Shares  in accordance with clause 9.3 (Subscription),
but to hold them only as an investment and never to trade in them, otherwise
than as provided for in this Trust Deed;


 


6.1.4.                to exercise or to procure the exercise of
the voting powers or other rights attached to the Scheme Shares and Other
Assets, as determined in accordance with clause 22 (Voting of
Scheme Shares);


 


6.1.5.                to distribute Dividends, Scheme Shares and
Other Assets to the Beneficiaries in accordance with the terms of this Trust
Deed;


 


6.1.6.                to pay Costs and taxes out of Dividends in
respect of Available Scheme Shares and Other Available Assets;


 


6.1.7.                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;


 


6.1.8.                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;


 


6.1.9.                to receive any distributions by reason of
the Scheme Shares and the Other Assets;


 


6.1.10.              to comply with any exercise by the Company
of the Repurchase Right;


 


6.1.11.              to keep books of account of all
transactions and proper records of the affairs of the Trust;


 


6.1.12.              to deal with any Corporate Action on the
basis set out in this Trust Deed;


 


6.1.13.              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


 

















 


6.1.14.              to exercise such further rights, powers and
authorities as may from time to time be conferred upon them by resolution of
the Board.


 


6.2.          The Elected Trustee shall have the power to
employ any professional person as the Elected Trustee may anytime reasonably
require to enable him/her to perform his/her powers, duties and functions under
this Trust Deed, and the Trust shall bear the reasonable costs of employing
such professional person.


 


6.3.          Without prejudice to any of the foregoing,
the Trustees shall have:


 


6.3.1.                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


 


6.3.2.                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, or before any other forum, provided that all costs reasonably
incurred by them in that regard shall be for the account of the Trust.


 


6.4.          All deeds, documents or instruments
required to be executed by the Trustees shall be deemed to have been validly
executed, if executed by both the Trustees.


 


7.             DUTIES OF TRUSTEES


 


7.1.          The Trustees shall establish a register in
which they shall record, in respect of each Employee Beneficiary, at least the
following:


 


7.1.1.                the number of Scheme Shares and identity of
Other Assets in respect of which he has Vested Rights from time to time;


 


7.1.2.                the number of Scheme Shares and identity of
Other Assets in respect of which Vested Rights still need to be granted to him
if the proviso in clause 13.3.1.2 is applicable to such New Eligible
Employee;


 


7.1.3.                the date of commencement of his employment,
where such Employee Beneficiary is a New Eligible Employee;


 


7.1.4.                any forfeitures of Vested Rights, which
shall be entered into the Register as soon as possible after the forfeiture occurs;


 


7.1.5.                the date of termination of his Employment
by the Group;


 

















 


7.1.6.                the reason for termination of his
Employment by the Group; and


 


7.1.7.                details of all distributions of Dividends,
after deduction of an amount to cover Specific Taxation and Expenses, and/or
Scheme Shares and/or Other Assets made to him in terms of this Trust Deed.


 


7.2.          The Trust shall hold the Scheme Shares and
Other Assets in accordance with the provisions of this Trust Deed for the
ultimate benefit of the Beneficiaries, but subject to the Repurchase Right.


 


7.3.          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.


 


7.4.          The Trustees shall not make any
distributions to Beneficiaries in a manner other than that specified in this
Trust Deed.


 


7.5.          The Trustees shall procure, insofar as they
are able, that all circulars, letters and other documents issued to
shareholders of the Company are made available to Employee Beneficiaries, on
written request, at the Company’s registered office during normal business
hours.


 


7.6.          The Trustees shall procure that the Trust
Deed is available on written request to any Employee Beneficiary in an official
language in which that Employee Beneficiary is familiar, provided that the
English version of the Trust Deed shall prevail over any other translated
version of the Trust Deed.


 


8.             PRIVILEGES OF THE TRUSTEES


 


8.1.          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.


 


8.2.          Subject to the Statutes:


 


8.2.1.                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
own personal dishonesty or other wilful misconduct or gross negligence;


 


8.2.2.                no Trustee shall be liable for any act of
dishonesty or other misconduct committed by any other Trustee unless he
knowingly allowed it or was an accessory to such dishonesty or other
misconduct;


 

















 


8.2.3.                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.


 


8.3.          The Trustees shall be reimbursed for all
reasonable and necessary expenses incurred by them on behalf of, or for the
benefit of, the Trust.


 


8.4.          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 the Board from time to time.


 


9.             SUBSCRIPTION FOR SCHEME SHARES


 


9.1.          Suspensive Conditions to the Subscription


 


The Subscription shall be conditional on
the fulfilment of the following suspensive conditions within 12 (twelve) months
of the registration of this Trust Deed by the Master, namely that:


 


9.1.1.                the Board has adopted a resolution
approving the Subscription; and


 


9.1.2.                the Shareholders in general meeting have
passed the necessary resolutions approving the transaction contemplated in this
Trust Deed and the registration of any of such resolution as may be a special
resolution.


 


9.2.          Pre-conditions of the Subscription


 


As a pre-condition of the Subscription,
each of the Subscription Shares to be subscribed, and each Non Elective Capitalisation
Share to be awarded to the Trust, shall not be entitled to the declaration and
receipt of:


 


9.2.1.                50% (fifty percent) per Scheme Share of
dividends declared in the ordinary course (which shall not include what is
described by the Board as a special, extraordinary or abnormal dividend or
distribution) in respect of any other Share held by a Shareholder other than
the Trustees and the trustees of the Sasol Inzalo Employee Scheme and the Sasol
Inzalo Foundation; and


 


9.2.2.                100% (one hundred per cent) per Scheme
Share of what is described by the Board as a special, extraordinary or abnormal
dividend or distribution made by the Company in respect of any other Share held
by a Shareholder other than the Trustees and the trustees of the Sasol Inzalo
Employee Scheme and the Sasol Inzalo Foundation.


 

















 


9.3.          Subscription


 


Subject the fulfilment of the Suspensive
Conditions, within 20 (twenty) Business Days after the receipt by the Trust of
the capital contribution referred to in clause 3.2, the Company shall issue to
and the Trust shall subscribe for the Subscription Shares in consideration for
the Subscription Price and the Company shall against receipt thereof allot and
issue the Subscription Shares to the Trust.


 


10.           RESTRICTIVE COVENANTS


 


10.1.        The Trust shall, unless and to the extent
that the Company may otherwise in writing agree, not:


 


10.1.1.              save for the Scheme Shares and Other
Assets, acquire any other asset except for holding cash;


 


10.1.2.              pledge, cede in security, mortgage or
otherwise hypothecate or encumber any Scheme Shares or Other Assets or any of
the rights attached to the Scheme Shares;


 


10.1.3.              except in accordance with the provisions of
this Trust Deed Dispose of or enter into any contract to Dispose of any Scheme
Shares (whether or not they are listed) or any Other Assets or any of the
rights attached thereto; or


 


10.1.4.              enter into any agreement in respect of the
votes attached to any of the Scheme Shares or any of the other rights attached
to the Scheme Shares.


 


10.2.        The Company shall not register any transfer
of Scheme Shares made in breach of this Trust Deed.


 


11.           BOOKS OF ACCOUNT AND AUDITORS


 


11.1.        The Trustees shall keep true and correct
records and books of account of their administration of the Trust in such
manner and form as is necessary in order that the records and books shall at
all times fairly reflect the position of the Trust.  There shall be recorded in such records and
books of account, inter alia, any change of the
Trust assets from time to time and the income and/or the expenses applicable to
the administration of the Trust.


 


11.2.        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.


 


11.3.        The Trustees shall be entitled to appoint
and remove the Auditors subject to the prior written consent of the Board.


 














 


11.4.        The Auditors, the Board and all Employer
Company Boards shall have the right of access at all times to the books and
records of the Trust.  The Auditors, the
Board and the Employer Company Boards shall each be entitled to demand from the
Trustees such information and explanations as the Board or Employer Company
Board may reasonably require and in the case of the Auditors, as may be
necessary for the performance of their duties as Auditors.


 


11.5.        The Trustees shall:


 


11.5.1.              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


 


11.5.2.              annually cause financial statements to be
prepared and the financial statements so prepared to be audited by the
Auditors.


 


12.           DAY-TO-DAY ADMINISTRATION AND COSTS AND
EXPENSES OF THE TRUST


 


12.1.        The day-to-day administration of the
affairs of the Trust shall, at the election of the Board, be undertaken on
behalf of the Trustees by the Company itself, or by an independent person
appointed, removed and replaced from time to time by the Trustees.


 


12.2.        All Costs and taxes of the Trust shall be
borne by the Trust out of dividends received in respect of Available Scheme
Shares and Other Available Assets and all interest received by the
Trustees.  If there is any shortfall, the
Company shall pay same to the Trust by way of a capital contribution. No Other
Available Assets received by the Trust may be utilised to discharge Costs and
taxes.


 


12.3.        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 an Employee Beneficiary or benefit distributed to the Employee Beneficiary
under this Trust Deed.


 


13.           VESTINGS


 


13.1.        Eligible Employees


 


13.1.1.             Nothing in this clause 13, should be
construed as conferring an automatic right upon an Eligible Employee to become
an Employee Beneficiary.


 

















 


13.1.2.              The Board shall be entitled, in its sole
discretion, by written notice to the Trustees to amend and/or replace schedule “A”.


 


13.2.        Initial Vestings


 


13.2.1.              The Board in respect of Eligible Employees
in its employ and any Employer Company Board in respect of Eligible Employees
in its employ shall as soon as possible after the Commencement Date deliver to
the Trustees an Initial Vesting Notice:


 


13.2.1.1.          detailing the particulars of the Eligible
Employees who qualify to become Employee Beneficiaries with effect from the
Effective Date;


 


13.2.1.2.          detailing the number of Scheme Shares in
respect of which Vested Rights are intended to be granted, which number shall
be determined by the Board in its sole discretion; and


 


13.2.1.3.          instructing the Trustees to notify in
writing within the period specified in the Initial Vesting Notice, each
Eligible Employee referred to in clause 13.2.1.1 that it is the intention of
the Trustees to make him an Employee Beneficiary under the Trust Deed (unless
he notifies the Trustees in writing within 30 (thirty) days of the date of the
written notification, that he does not wish to become an Employee Beneficiary)
as a result of which Vested Rights will vest in him in terms of this Trust
Deed, with effect from the Effective Date, 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 Scheme Shares in respect of
which he has a Vested Right at the relevant time.


 


13.2.2.              On receipt of the Initial Vesting Notice,
the Trustees shall comply with the provisions of clause  13.2.1.3.  Unless an Eligible Employee to whom a notice
in terms of clause 13.2.1.3 is sent has timeously notified the Trustees in
writing that he did not wish to accept his Initial Vesting, the Trustees shall
be obliged to enter his name in the Register and such Eligible Employee shall
thereby, with effect from the Effective Date, become an Employee Beneficiary.


 


13.3.        Subsequent Vestings


 


13.3.1.              During the period of 5 (five) years
commencing from the Subscription Date, the Board in respect of Eligible
Employees in its employ and any Employer Company Board in respect of Eligible
Employees in its employ may deliver to the Trustees a notice in writing (“Subsequent Vesting Notice”):


 

















 


13.3.1.1.           detailing the particulars of the New
Eligible Employees who qualify to become Employee Beneficiaries with effect
from the Effective Date;


 


13.3.1.2.           detailing the number of Scheme Shares (and
the Other Assets (excluding cash received by virtue of Dividends already
declared) which arose by virtue of those Scheme Shares) in respect of which
Vested Rights are intended to be granted, which number shall be determined by
the Board in its sole discretion;


 


13.3.1.3.           instructing the Trustees to notify in
writing within the period specified in the Subsequent Vesting Notice, each New
Eligible Employee referred to in clause 13.3.1.1 that it is the intention of
the Trustees to make him an Employee Beneficiary under the Trust Deed (unless
he notifies the Trustees in writing within 30 (thirty) days of the date of the
written notification, that he does not wish to become an Employee Beneficiary)
as a result of which Vested rights will vest in him in terms of this Trust Deed
with effect from the Effective Date.


 


13.3.2.              On receipt of the Subsequent Vesting
Notice, the Trustees shall comply with the provisions of clause 13.3.1.


 


13.3.3.              Unless a New Eligible Employee to whom a
notice in terms of clause 13.3.1.3 is sent, timeously notified the
Trustees in writing that he did not wish to accept his Subsequent Vesting, the
Trustees shall be obliged to enter his name in the Register and such Eligible
Employee shall thereby, with effect from the Effective Date, become an Employee
Beneficiary.


 


14.           DIVIDENDS


 


14.1.        Except where an Employee Beneficiary has
forfeited the right thereto in terms of the provisions of this Trust Deed, each
Employee Beneficiary shall have the Vested Right to the distribution of the
Designated Percentage of the Dividends.


 


14.2.        All Dividends received by the Trust, the
rights to which have vested in any New Eligible Employee as a result of any
Subsequent Vesting, after the Effective Date but before the New Eligible
Employee’s details are entered into the Register will remain in the Trust and
will be distributed to him as soon as reasonably possible after his details
have been entered into the Register.


 


14.3.        All Dividends received by the Trust in
respect of the Available Scheme Shares and Other Available Assets:


 

















 


14.3.1.              will be utilised to cover all Costs; and


 


14.3.2.              if any amount remains thereafter, may be
distributed by the Trustees in their discretion to the Residual Beneficiary on
an ad hoc basis, failing which the Trustees shall distribute them to the
Residual Beneficiary as soon as possible after the Final Date.


 


14.4.        No Other Available Assets received by the
Trust may be used for this purpose.


 


14.5.        Except as otherwise specifically provided
in terms of this Trust Deed, distributions of any part of Dividends to Employee
Beneficiaries entitled thereto, shall be effected as soon as reasonably
possible after receipt thereof by the Trust.


 


14.6.        Notwithstanding the date of receipt thereof
by the Trust, the Dividends referred to in clause 1.2.27.2 shall be distributed
to Employee Beneficiaries at the same time as the Dividends referred to in
clause 1.2.27.1 are distributed to Employee Beneficiaries.


 


15.           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, of the Trust, provided that the interest
rates payable to the Trust in respect of such investment are at least
market-related rates.


 


16.           RESTRICTIVE COVENANTS: EMPLOYEE
BENEFICIARIES


 


16.1.        Notwithstanding anything to the contrary
contained in this Trust Deed, Employee Beneficiaries shall not be entitled to:


 


16.1.1.              pledge, cede in security, mortgage or
otherwise hypothecate or encumber any Vested Rights;


 


16.1.2.              Dispose of or enter into any contract to
Dispose of any of their Vested Rights;


 


16.1.3.              other than as set out in clause 20.2.6,
enter into any agreement in respect of the votes in respect of which they have
Vested Rights; or


 


16.1.4.              Dispose of any Scheme Share which has been
distributed to him/her in terms of the Trust Deed until after the expiry of a
period of 7 (seven) days from the Distribution Date.


 

















 


17.           REPURCHASE, DISTRIBUTION AND FORFEITURE OF
SHARES


 


17.1.        Repurchase of Shares


 


17.1.1.              Within a period of 60 (sixty) days prior to
the Final Date, the Company shall by written notice to the Trustees be entitled
to repurchase from the Trust a maximum of that number of Scheme Shares  as is determined in terms of the Repurchase Formula (“Repurchase Shares”), in which event a Repurchase shall be
deemed to have been concluded on the following terms:


 


17.1.1.1.              the effective date of the Repurchase shall
be the date on which the Company gives its written notice exercising the
Repurchase Right;


 


17.1.1.2.              the purchase price for each Repurchase
Share shall be the Subscription Price; and


 


17.1.1.3.              the purchase
price shall be payable by the Company against delivery of the relevant
documents of title for the Repurchase Shares, which the Trustees shall deliver
within 7 (seven) days after the exercise of the Repurchase Right;


 


17.1.1.4.              the Repurchase Shares shall be purchased
voetstoots and without any warranties of any nature save that the Trust is the
owner thereof and that the Repurchase Shares are not
subject to any pledge, cession in security, mortgage or any other encumbrance.


 


17.1.2.              As regards any Repurchase Shares purchased
by the Company, each Beneficiary shall forfeit any Vested Rights whether
pursuant to an Initial Vesting or a Subsequent Vesting as regards such number
of Scheme Shares as is equal to the Designated Percentage applied to the total
number of Repurchase Shares.


 


17.2.        Distribution of Scheme Shares and Other Assets to
Employee Beneficiaries after the Final Date arrives


 


Each Employee
Beneficiary as at the Final Date shall be entitled to the distribution by the
Trustees, subject to the provisions of clause 25, of the Designated Percentage
of that number of Scheme Shares and the Designated Percentage of the Other
Assets remaining after the Repurchase.


 


18.           DISTRIBUTION OF SCHEME SHARES AND OTHER
ASSETS TO RESIDUAL BENEFICIARY


 


The Residual
Beneficiary, shall have the vested right to, and accordingly be unconditionally
entitled to the distribution after the Final Date, subject to the provisions of
clauses 14.3 and 25.5, of the 


 

















 


Scheme Shares
and any Other Assets, including any interest received by the Trust, remaining
after giving effect to the provisions of clause 17 (Repurchase,
Distribution and Forfeiture of Shares).


 


19.           CESSATION OF EMPLOYMENT OR DEMOTION OF
EMPLOYEE BENEFICIARIES


 


19.1.        Cessation of Employment by Reason of Death


 


If an Employee Beneficiary ceases to be
employed by the Group by reason of his death at any time prior to the Final
Date, then the Employee Beneficiary’s nominated beneficiaries under the Company’s
Pension Fund Scheme, or in the absence of any such nominations, the Employee
Beneficiary’s heirs shall be treated as the Employee Beneficiary in respect of
the deceased Employee Beneficiary’s Beneficiary Balance until the Final Date.


 


19.2.        Cessation of Employment with the Group by reason of Retirement,
Retrenchment or by virtue of s197 of the LRA


 


19.2.1.              An Employee Beneficiary shall not cease to
be an Employee Beneficiary because he ceases to be employed by an Employer
Company by reason of his Retirement, as a result of a retrenchment or as a
result of the application of section 197 of the LRA (“Retired/Retrenched/Transferred
Employee”).


 


19.2.2.              If a Retired/Retrenched/Transferred
Employee is re-employed by the Group within a period of 5 (five) years from the
Subscription Date, then the Retired/Retrenched/Transferred Employee will be deemed
to be a New Eligible Employee and will be entitled, at the discretion of the
Board in respect of Eligible Employees in its employ, or the Employer Company
Board in respect of Eligible Employees in its employ, to participate in
Subsequent Vestings under clause 13.3.


 


19.3.        Cessation of Employment by reason of resignation


 


19.3.1.              If an Employee Beneficiary ceases to be
employed by the Group by reason of his resignation (“Resigned
Employee”):


 


19.3.1.1.              during the Forfeiture Period, the Resigned
Employee shall, ipso facto, with effect from the
date of his resignation forfeit, for no consideration, his entire Vested Rights
(excluding his right to any distribution contemplated in clause 14.1 of a
portion of Dividends received by the Trust prior to his resignation but not
distributed by that date) and cease to be an Employee Beneficiary under the
Trust;


 

















 


19.3.1.2.              after the Forfeiture Period, the Resigned
Employee shall, ipso facto, with effect from the
date of his resignation forfeit, for no consideration:


 


19.3.1.2.1.           70% (seventy percent) of the Beneficiary
Balance if he resigned at any time during the first year after the Forfeiture
Period;


 


19.3.1.2.2.           60% (sixty percent) of the Beneficiary
Balance if he resigned at any time during the second year after the Forfeiture
Period;


 


19.3.1.2.3.           50% (fifty percent) of the Beneficiary
Balance if he resigned at any time during the third year after the Forfeiture
Period;


 


19.3.1.2.4.           40% (forty percent) of the Beneficiary
Balance if he resigned at any time during the fourth year after the Forfeiture
Period;


 


19.3.1.2.5.           30% (thirty percent) of the Beneficiary
Balance if he resigned at any time during the third year after the Forfeiture
Period;


 


19.3.1.2.6.           20% (twenty percent) of the Beneficiary
Balance if he resigned at any time during the second year after the Forfeiture
Period;


 


19.3.1.2.7.           10% (ten percent) of the Beneficiary
Balance if he resigned at any time during the first year after the Forfeiture
Period,


 


including his right to any distribution
contemplated in clause 14.1 of a portion of Dividends received by the
Trust prior to his resignation but not distributed by that date.


 


19.3.1.3.         An Employee Beneficiary shall retain his
Vested Rights which are not forfeited under this clause 19.3.1.2.


 


19.3.2.              If a Resigned Employee is re-employed by
the Group within a period of 5 (five) years from the Subscription Date, then
the Resigned Employee will be deemed to be a New Eligible Employee and will be
entitled, at the discretion of the Board in respect of its Eligible Employees,
and Employer Company


 

















 


Board in
respect of its Eligible Employees to participate in Subsequent Vestings under
clause 13.3.


 


19.4.        Cessation of Employment by Reason of Dismissal


 


19.4.1.              Subject to clause 19.4.2 if an Employee
Beneficiary ceases to be employed at any time prior to the Final Date by the
Group by reason of his dismissal (other than for reasons of retrenchment), such
dismissed Employee Beneficiary shall, ipso facto,
with effect from the date of his dismissal forfeit, for no consideration, his
entire Vested Rights (including his right to any distribution contemplated in
clause  14.1 of a portion of Dividends received by the Trust prior to the
date of his dismissal but not distributed by that date) and cease to be an
Employee Beneficiary under the Trust.


 


19.4.2.              If the dismissal of an Employee Beneficiary
is found by one of the CCMA, a Bargaining Council having jurisdiction or the
Labour 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 an Employee
Beneficiary with effect from the date of his 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 an Employee Beneficiary
is found to have been substantively unfairly dismissed as described in 19.4.2
above but is not awarded reinstatement of his employment the Employee
Beneficiary will be considered, for purposes of this Trust Deed, to have
resigned with effect from the date of his dismissal.


 


19.4.4.              The operation of 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 Employee Beneficiary 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 an Employee Beneficiary, such Employee
Beneficiary’s Vested Rights shall continue to be forfeited, but the Scheme
Shares and/or Other Assets which are the subject of the Vested Rights shall not
become Available Scheme Shares and/or Other Available Assets 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 Scheme Shares in question shall thereupon form part of
the Available Scheme Shares and/or Other Available Assets.


 

















 


19.5.        Demotion of Employee Beneficiary


 


An Employee Beneficiary shall not cease to
be an Employee Beneficiary as a result of his demotion by any Employer Company
for any reason whatsoever.


 


19.6.        Transfers within the Group


 


Notwithstanding anything to the contrary
contained herein, an Employee Beneficiary who ceases to be employed by a Group
Company but is thereupon immediately employed by another Group Company, shall
not for the purposes of this clause 19 (Cessation of Employment of
Employee Beneficiaries) be deemed to have ceased to be employed by the Group.


 


20.           MEETINGS OF BENEFICIARIES


 


20.1.        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 these 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.


 


20.2.        In respect of all meetings of the
Beneficiaries:


 


20.2.1.              such meetings shall be held at such
suitable venue as the Trustees may determine and obtain;


 


20.2.2.              the Trustees shall give not less than 14
(fourteen) days’ written notice to all Beneficiaries, or such shorter notice as
may be agreed by all the Beneficiaries in writing;


 


20.2.3.              a minimum number of 50 (fifty) Employee
Beneficiaries shall constitute a quorum;


 


20.2.4.              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 to be determined by the Trustees (which date shall not be
earlier than 7 (seven) days and not later than 14 (fourteen) 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 all the
Beneficiaries shall be notified in writing of the date, time and place of the
adjourned meeting.  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;


 


20.2.5.              the meetings shall be chaired by the
Trustees on a rotational basis annually, with the Company Appointed Trustee
being the first chairperson for the first year from the Commencement Date and
the Elected Trustee being the second chairperson;


 


20.2.6.              each Beneficiary shall be entitled to
appoint, in writing, a proxy to represent him;


 


 


20.2.7.              each Beneficiary shall have 1 (one) vote
for each Scheme Share in respect of which at the relevant time he has Vested
Rights; and


 


20.2.8.              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.


 


20.3.        Nothing contained in this clause 20 (Meetings of Beneficiaries) shall prevent the Trustees from
exercising their discretion as Trustees.


 


21.           ENTITLEMENT OF EMPLOYEE BENEFICIARIES TO
REQUISITION MEETINGS


 


A minimum
number of 50 (fifty) Employee 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 Employee Beneficiaries wish to discuss at the meeting.  Subject to the provisions of clause 4.3.6.1,
as soon as practicable after receipt of such notice, the Trustees shall, save
as contemplated in clause 4.3.6.1, give not less than 14 (fourteen) days’
written notice to all Employee Beneficiaries of a meeting to be held to discuss
the matters specified in such requisition.


 


22.           VOTING OF SCHEME SHARES


 


22.1.        Where the Trustees are required to vote on
a proposed resolution of the shareholders of the Company (“Proposed
Shareholders’ Resolution”) or with regard to the acceptance of a
take-over offer or scheme of arrangement contemplated in clause 23.1, 23.2, or
23.3, the Trustees shall within a reasonable period prior to voting dispatch a
written notice to the Employee Beneficiaries describing the Proposed
Shareholders’ Resolution or take-over offer or scheme of arrangement and asking
each of them to vote by written return by a date stipulated in the notice how
he directs the Trustees to exercise the voting rights attached to the Scheme Shares
in favour of, or against, the Proposed Shareholders’


 

















 


Resolution
take-over offer or scheme of arrangement contemplated in clause 23.1, 23.2, or
23.3.


 


22.2.        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.


 


22.3.        The Trustees shall thereafter vote on:


 


22.3.1.              the Proposed Shareholders’ Resolution as
regards :


 


22.3.1.1.         the number of votes by Employee
Beneficiaries in favour of the Proposed Shareholders’ Resolution, by voting the
same number of Scheme Shares in favour of the Proposed Shareholders’
Resolution;


 


22.3.1.2.         the number of votes by Employee
Beneficiaries against the Proposed Shareholders’ Resolution, by voting the same
number of Scheme Shares against the Proposed Shareholders’ Resolution; and


 


22.3.1.3.         the number of non-returns or abstentions
and in respect of any Scheme Shares not subject to Vested Rights, as they in
their discretion exercised jointly in accordance with the provisions of clause
5.5, determine;


 


22.3.2.              any take-over offer or scheme of
arrangement contemplated in clause 23.1, 23.2, or 23.3 as regards:


 


22.3.2.1.         the number of votes by Employee
Beneficiaries in favour of the scheme of arrangement or in favour of accepting
the take-over offer, by voting the same number of Scheme Shares in that manner
in favour of the scheme of arrangement or by accepting the take-over offer, as
the case may be;


 


22.3.2.2.         the number of votes by Employee Beneficiaries
rejecting the take-over offer or against the scheme of arrangement, by
rejecting the take-over offer or by voting the same number of Scheme Shares in
that manner, as the case may be; and


 


22.3.2.3.         the number of non-returns or abstentions
and in respect of any Scheme Shares not subject to Vested Rights, as they in
their


 

















 


discretion
exercised jointly in accordance with the provisions of clause 5.5, determine.


 


22.3.3.              In the case of an offer contemplated in
clause 23.3 or 23.4 which permits the holder of the Scheme Shares to make
an election as to the proportion of cash and the proportion of the
Consideration Shares, the Trustees shall exercise that election in accordance
with the determination of a majority of the votes of the Employee Beneficiaries
exercised in accordance with the provisions of clause 20.2.7 at a meeting
convened in accordance with the provisions of clause 20 (Meetings of Beneficiaries).


 


23.           CORPORATE ACTION


 


23.1.        100% acquisition of Company for cash consideration


 


23.1.1.              Should an offeror give notice that it
intends to propose a take-over offer or scheme of arrangement (which shall for
the avoidance of doubt include a scheme effected by way of a share buy back by
the Company) as a result of which the entire issued share capital of the
Company will be acquired in consideration only for cash, then the Company shall
from the date of gaining knowledge of the proposed take-over offer or scheme of
arrangement until the Business Day after the expiry of the period contemplated
in clause 23.1.1.2, be entitled to effect a Repurchase of the Scheme Shares on
the following terms:


 


23.1.1.1.              the Repurchase shall occur with effect from
the date on which the Company gives written notice to the Trust of its
intention to effect the Repurchase, the intention being that the Scheme Shares
in question should not be the subject of the take-over or scheme of
arrangement, but shall be implemented only when the condition in
clause 23.1.1.2 is fulfilled;


 


23.1.1.2.              the Repurchase shall be subject to the fulfilment
of the following suspensive condition:


 


23.1.1.2.1.        in the case of the proposed scheme of
arrangement, the sanctioning thereof by the court; or


 


23.1.1.2.2.        in the case of the proposed take-over
offer, the acceptance thereof by the requisite percentage of the Shareholders
in order to make the take-over a compulsory one;


 














 


23.1.1.3.          the number of Scheme Shares which the
Company shall repurchase from the Trust shall be determined in accordance with
the Repurchase Formula, with the market value of a Share being adjusted to the
price offered per Share in the Company by the offeror;


 


23.1.1.4.          the purchase price payable by the Company
to the Trust shall be the Subscription Price; and


 


23.1.1.5.          the purchase price shall be payable by the
Company against delivery of the relevant documents of title in respect of the
Scheme Shares repurchased by the Company from the Trust.


 


23.1.2.             If the proposed take-over offer or scheme
of arrangement is approved on the basis set out in clause 23.1.1.2, then:


 


23.1.2.1.          as soon as reasonably possible after the
Company has effected the Repurchase referred to in clause 23.1.1, or if Sasol
does not exercise such Repurchase Right, as soon as reasonably possible after
it lapses, but prior to the implementation of the proposed scheme of
arrangement or take-over offer, the Trust shall, in respect of the Remaining
Scheme Shares, take all steps as are necessary to procure that ownership in
respect of the Designated Percentage thereof is passed to each Employee
Beneficiary; and


 


23.1.2.2.          the Trustees shall, thereafter, acting as
an agent on behalf of each Employee Beneficiary, release the Scheme Shares to
the offeror.


 


23.1.3.             Having received, on behalf of the
Beneficiaries, all cash proceeds payable by the offeror in respect of the
Scheme Shares, the Trust shall distribute such proceeds on the Distribution Date
on the following basis:


 


23.1.3.1.          to each Employee Beneficiary, his
Designated Percentage, from which shall be deducted an amount to cover the
Specific Taxation and Expenses; and


 


23.1.3.2.          the remainder, if any, to the Residual
Beneficiary subject to clause 25.5,


 


and the Trustees shall use the amounts
deducted for Specific Taxation and Expenses to pay same.


 

















 


23.2.        100% acquisition of Company for consideration in
shares


 


23.2.1.             Should an offeror give notice that it
intends to propose a take-over offer or scheme of arrangement (which shall for
the avoidance of doubt include a scheme effected by way of a share buy back by
the Company) as a result of which the entire issued share capital of the
Company will be acquired in consideration for Consideration Shares, then the
Company shall, from the date of gaining knowledge of the proposed offer or
scheme of arrangement until the Business Day after the expiry of the period
contemplated in clause 23.2.1 be entitled to effect a repurchase of the Scheme
Shares on the following terms:


 


23.2.1.1.          the Repurchase shall occur with effect from
the date on which the Company gives written notice to the Trust of its
intention to effect the Repurchase, the intention being that the Scheme Shares
in question should not be the subject of the take-over or scheme of
arrangement, but shall be implemented only when the condition in
clause 23.2.1.2 is fulfilled;


 


23.2.1.2.          the Repurchase shall be subject to the
fulfilment of the following suspensive condition:


 


23.2.1.2.1.       in the case of the proposed scheme of
arrangement, the sanctioning thereof by the court; or


 


23.2.1.2.2.       in the case of the proposed take-over
offer, the acceptance thereof by the requisite percentage of the Shareholders
in order to make the take-over a compulsory one;


 


23.2.1.3.          the number of Scheme Shares which the
Company shall repurchase from the Trust shall be determined in accordance with
the Repurchase Formula with the market value of a Share being adjusted to take
account of the value of the relevant Consideration Shares;


 


23.2.1.4.          the purchase price payable by the Company
to the Trust shall be the Subscription Price; and


 


23.2.1.5.          the purchase price shall be payable by the
Company against delivery of the relevant documents of title in respect of the
Scheme Shares repurchased by the Company from the Trust.


 

















 


23.2.2.             If the proposed take-over offer or scheme
of arrangement is approved on the basis set out in clause 23.2.1.2, then:


 


23.2.2.1.          as soon as reasonably possible after the
Company has effected the Repurchase referred to in clause 23.2.1, or if Sasol
does not exercise such Repurchase Right, as soon as reasonably possible after
it lapses, but prior to the implementation of the proposed scheme of
arrangement or take-over offer, the Trust shall, in respect of the remaining
Scheme Shares, take all steps as are necessary to procure that ownership in
respect of the Designated Percentage thereof is passed to each Employee
Beneficiary; and


 


23.2.2.2.          the Trustees shall, thereafter, acting as
an agent on behalf of each Employee Beneficiary, release the Scheme Shares to
the offeror.


 


23.2.3.             Having received, on behalf of the
Beneficiaries, all the Consideration Shares the Trust shall distribute the
Consideration Shares on the Distribution Date on the following basis:


 


23.2.3.1.          to each Employee Beneficiary, his
Designated Percentage of the Consideration Shares, subject to clause 25.3
or 25.4, as the case may be; and


 


23.2.3.2.          the remainder, if any, to the Residual
Beneficiary subject to clause 25.5,


 


and the Trustees shall use any amounts
deducted for Specific Taxation and Expenses to pay same.


 


23.3.        100% acquisition of Company for consideration in
cash and shares


 


23.3.1.             Should an offeror give notice that it
intends to propose a take-over or scheme of arrangement (which shall for the
avoidance of doubt include a scheme effected by way of a share buy back by the
Company) as a result of which the entire issued share capital of the Company
will be acquired in consideration for a combination of cash and Consideration
Shares, then the Company shall, from the date of gaining knowledge of the
proposed offer or scheme of arrangement until the Business Day after the expiry
of the period contemplated in clause 23.3.1.2 be entitled to effect a
repurchase of the Scheme Shares on the following terms:


 


23.3.1.1.          the Repurchase shall occur with effect from
the date on which the Company gives written notice to the Trust of its
intention to effect


 

















 


the Repurchase, the intention being that the Scheme
Shares in question should not be the subject of the take-over or scheme of
arrangement, but shall be implemented only when the condition in clause
23.3.1.2 is fulfilled;


 


23.3.1.2.          the Repurchase shall be subject to the
fulfilment of the following suspensive condition:


 


23.3.1.2.1.       in the case of the proposed scheme of
arrangement, the sanctioning thereof by the court; or


 


23.3.1.2.2.       in the case of the proposed take-over
offer, the requisite percentage of the Shareholders in order to make the
take-over a compulsory one;


 


23.3.1.3.          the number of Scheme Shares which the
Company shall repurchase from the Trust shall be determined in accordance with
the Repurchase Formula with the market value of a Share being adjusted to the
price offered per Share by the offeror and the value of the relevant number of
Consideration Shares;


 


23.3.1.4.          the purchase price payable by the Company
to the Trust shall be the Subscription Price; and


 


23.3.1.5.          the purchase price shall be payable by the
Company against delivery of the relevant documents of title in respect of the
Scheme Shares repurchased by the Company from the Trust.


 


23.3.2.             If the proposed take-over offer or scheme
of arrangement is approved on the basis set out in clause 23.3.1.2, then:


 


23.3.2.1.          as soon as reasonably possible after the Company
has effected the Repurchase referred to in clause 23.3.1, or if Sasol does not
exercise such Repurchase Right, as soon as reasonably possible after it lapses,
but prior to the implementation of the proposed scheme of arrangement or
take-over offer, the Trust shall, in respect of the Remaining Scheme Shares
take all steps as are necessary to procure that ownership in respect of the
Designated Percentage thereof is passed to each Employee Beneficiary; and


 


23.3.2.2.          the Trustees shall, thereafter, acting as
an agent on behalf of each Employee Beneficiary, release the Scheme Shares to
the offeror.


 

















 


23.3.3.             Having received, on behalf of the
Beneficiaries, all the Consideration Shares and the cash proceeds payable by
the offeror to the Trust, the Trust shall distribute the cash proceeds and
Consideration Shares on the Distribution Date on the following basis:


 


23.3.3.1.        the
cash portion of each Beneficiary’s entitlement shall be utilised to discharge
such Beneficiary’s attributable Specific Taxation and Expenses;


 


23.3.3.2.        if
the cash portion of any Beneficiary’s entitlement is not sufficient to
discharge his attributable Specific Taxation and Expenses then the provisions
of clause 25.3 or 25.4 shall apply;


 


23.3.3.3.        to
each Employee Beneficiary, his Designated Percentage, subject to
clause 23.3.3.1 or 23.3.3.2, as the case may be; and


 


23.3.3.4.        the
remainder, if any, to the Residual Beneficiary subject to clause 25.5,


 


and the Trustees shall use any amounts
deducted for Specific Taxation and Expenses to pay same.


 


23.4.        Partial acquisition of Company for cash / shares /
combination including share buy back


 


Should an offeror give notice that it intends to
propose an offer as a result of which only part of each shareholder’s Shares
will be acquired, if the offer is accepted (“Partial Offer”), and if in the
opinion of the Company, in its sole discretion, the Partial Offer might
adversely impact the BEE credentials of the Company in any way, the Board may
direct the Trustees in writing, who would on such direction be obliged, to
reject such Partial Offer as regards the portion of the Scheme Shares which is
the subject of the Partial Offer and the Employee Beneficiaries shall not be
entitled to direct the Trustees to vote on such Partial Offer in any other
manner.


 


23.5.        Capitalisation
Shares award


 


23.5.1.     Should an award of Non Elective
Capitalisation Shares in the Company be made to the Trust then those Non
Elective Capitalisation Shares shall form part of the Scheme Shares and shall
be treated in accordance with, and subject to the terms and conditions of, this
Trust Deed.


 

















 


23.5.2.     In the case of the Company offering a cash
Dividend with the alternative of Elective Capitalisation Shares or vice versa,
the Trustees shall be obliged to elect or accept, as the case may be, the cash
Dividend.


 


23.6.        Other Corporate Actions


 


23.6.1.             As regards any unbundling by the Company of
any of its assets, any Partial Offer in respect of which the Company does not
direct the Trustees to reject the Partial Offer, any buy back offer by the
Company made generally to its shareholders or any other form of corporate
action which could result in Scheme Shares being acquired from the Trustees or
the Trustees being the owner of additional assets or the Scheme Shares no
longer being worth their previous value by reason of distributions, which is
not expressly provided for in this Trust Deed:


 


23.6.1.1.        the
Trustees shall act in accordance with the Board’s directions (determined in its
sole discretion) so as to ensure that:


 


23.6.1.1.1.               the
Company’s BEE credentials shall not be adversely impacted; and


 


23.6.1.1.2.               the Corporate Action shall not have the effect of:


 


23.6.1.1.2.1.            undermining any Repurchase Right; and/or


 


23.6.1.1.2.2.            excluding from the ambit of the Repurchase Right, any of the assets
covered (directly or indirectly) by the Repurchase Right or assets resulting
from the Corporate Action which should be included as part of the Repurchase
Right so as to preserve the value of the Repurchase Right,


 


provided that to the
extent that any such direction could relieve the Company of any of its
obligations in terms of this Trust Deed or constitute the unilateral
determination by the Company of the terms or scope of the Repurchase Right, the
Trustees shall not implement that direction, but in that regard only, any
adjusted terms or scope (by the inclusion as the subject matter of the
Repurchase Right of any of the Other Assets) of the Repurchase Right (other
than the necessary adjustments to the Repurchase Formula which shall be


 

















 


dealt with in
accordance with clause 23.6.1.2), shall not impact upon the fundamental
basis of the transactions contemplated in this Trust Deed, and shall be
determined by an independent expert agreed by the Company and the Trustees (and
failing agreement between them within 48 (forty eight) hours of suggestion by
the Company, as determined by the President from time to time of the Law
Society of the Northern Provinces (or its successor body)).  The independent expert shall act as an expert
and not as an arbitrator and his decision shall be final and binding on the
Company and the Trustees and shall be implemented instead of such direction by
the Board.  His costs shall be borne by the
Company;


 


23.6.1.2.          after any determination by the independent
expert as contemplated in clause 23.6.1.1, the Auditors shall using such
determination, adjust the Repurchase Formula in such manner as they, acting as
experts and not as arbitrators, shall determine.  Their decision shall be final and binding;


 


23.6.1.3.          no exercise by the Company of its
discretion nor any determination by the independent expert or the Auditors
shall be fettered by the provisions of the Trust Deed including the manner in
which the Corporate Actions contemplated in clauses to 23.1 to 23.5 have
been dealt with.


 


23.6.2.             Notwithstanding that the proceeds of an
unbundling may be a dividend for the purposes of tax law, the proceeds of an
unbundling shall not be treated as a dividend for the purposes of this Trust
Deed.


 


23.7.        Reorganisation of Shares


 


If the Shares are reorganised, consolidated or
subdivided in any way, then the number of Scheme Shares in respect of which
Vested Rights are granted or are intended to be granted to Eligible Employees
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.


 


23.8.        Company 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 the Company from
disposing of any of its subsidiaries or relinquishing control thereof, or of
any of the Company or its subsidiaries from disposing of their business at any
time.


 

















 


24.          FINAL
DATE


 


The Board may from time to time and by notice in
writing to the Trustees determine an earlier Final Date and is entitled, in its
discretion, to withdraw any such notification whereupon the previous Final Date
shall be reinstated.


 


25.          GENERAL
PROVISION APPLICABLE TO THE DISTRIBUTION OF ENTITLEMENT ASSETS TO BENEFICIARIES


 


25.1.        On the Distribution Date, the Trustees
shall deliver to the Company the relevant share certificate as well as a signed
share transfer form in respect of the Scheme Shares and other shares forming
part of the Entitlement Assets, in order to enable the Company to effect the
registration of transfer of same into the name of the Employee Beneficiary
concerned and the Company shall register such transfer accordingly.


 


25.2.        Each Employee Beneficiary shall be liable
for the Specific Taxation and Expenses arising from the distribution and/or
realisation of his/her Entitlement Assets in terms of the provisions of this
Trust Deed.


 


25.3.        Each Employee Beneficiary entitled to
Entitlement Assets shall by not later than such date as the Trustees may, by
notice in writing to Employee Beneficiaries, determine, which shall be before
any distribution of Entitlement Assets is effected, notify the Trustees if he
requires the Trustees, after ownership has passed to him of such Entitlement
Assets, as his agent and on his behalf, to realise all or sufficient of his
Entitlement Assets in order to discharge his liability to pay the Specific
Taxation and Expenses attributable to him. 
If an Employee Beneficiary exercises this right, he grants the Trustees
an irrevocable power of attorney to act as his agent, with power of
substitution.


 


25.4.        Should an Employee Beneficiary fail to
notify the Trustees within the permitted period that he requires the Trustees
to realise some or all of his Entitlement Assets on his behalf, such Employee
Beneficiary shall make payment to the Trustees prior to the transfer of the
Entitlement Assets to him in cash of the amount of Specific Taxation and
Expenses attributable to such Employee Beneficiary, failing which the Trustees
shall , after ownership of his Entitlement Assets has passed to him, realise on
his behalf so many of his Entitlement Assets as are necessary for such purpose.  Any proceeds of such realisation remaining
after discharging the Specific Taxation and Expenses attributable to such
Employee Beneficiary shall be paid to the Employee Beneficiary concerned.


 


25.5.        The Residual Beneficiary grants the
Trustees an irrevocable power of attorney to act as his agent, with power of
substitution, to realise on its behalf sufficient of any Scheme Shares, and
where applicable, Consideration Shares, and Other Assets to be distributed


 

















 


to it in order to discharge its liability to pay the
Specific Taxation and Expenses attributable to it.


 


25.6.        In order for the Trustees to procure the
sale of the Scheme Shares on behalf of any Beneficiary, the procedure to be
followed by the Trustees in connection therewith shall be determined by the
Board, which may, inter alia, prescribe:


 


25.6.1.     which broker shall be instructed to sell the Scheme Shares;


 


25.6.2.     the frequency and periods of time allotted for the sale of large
tranches of Scheme Shares; and


 


25.6.3.     if appropriate, the method of averaging,
between Employee Beneficiaries, sale prices of Scheme Shares sold in the event
that the Trustees sell Scheme Shares on behalf of more than 1 (one) Employee
Beneficiary during any given period.


 


26.          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 for the time
being of Alternative Dispute Resolution Association of South Africa (or its
successor body).  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 bona 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:


 


26.1.        be entitled to communicate and meet with
any disputant either in the presence of the other disputant/s or in private;


 

















 


26.2.        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;


 


26.3.        act impartially and disclose to the
disputants any relationship or dealings which the mediator may have had with
any of the disputants;


 


26.4.        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;


 


26.5.        decide and certify if, in the event that
the parties are unable to reach agreement on a issue referred to him, whether
the specific dispute is, on a reasonable assessment of the nature and scope
thereof, sufficiently material to require arbitration thereof.


 


27.          ARBITRATION


 


27.1.        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:


 


27.1.1.     the interpretation of;  or


 


27.1.2.     the carrying into effect of;  or


 


27.1.3.     any of the parties’ rights and obligations
arising from;  or


 


27.1.4.     the termination or purported termination of
or arising from the termination of;


 


27.1.5.     this Trust Deed, or on any matter which in
terms of this Trust Deed requires agreement by the parties, (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
provided that the mediator referred to in 24 above has certified that the
dispute is sufficiently material to require arbitration thereof.


 


27.2.        That arbitration shall be held -


 


27.2.1.     with only the parties and their
representatives (including their legal representatives), present thereat;


 


27.2.2.     at Johannesburg or Sandton.


 


27.3.        It is the intention that the arbitration
shall, where possible, be held and concluded in 21 (twenty one) Business
Days after it has been demanded.  The
parties shall use their best endeavours to procure the expeditious completion
of the arbitration.


 














 


27.4.        Save as expressly provided in this Trust
Deed to the contrary, the arbitration shall be subject to the arbitration
legislation for the time being in force in South Africa.


 


27.5.        The arbitrator shall be an impartial senior
counsel of not less than 10 (ten) years standing appointed by the parties or,
failing agreement by the parties within 14
(fourteen) days after the arbitration has been demanded, at the request
of either of the parties shall be nominated by the Chairman for the time being
of the Johannesburg Bar Association (or its successor body in Gauteng).  If that person fails or refuses to make the
nomination, either party 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.


 


27.6.        The parties shall keep the evidence in the
arbitration proceedings and any order made by any arbitrator confidential
unless otherwise contemplated herein.


 


27.7.        The arbitrator shall be obliged to give his
award in writing fully supported by reasons.


 


27.8.        The provisions of this clause are severable
from the rest of this Trust Deed and shall remain in effect even if this Trust
Deed is terminated for any reason.


 


27.9.        The arbitrator shall have the power to give
default judgment if any party fails to make submissions on due date and/or
fails to appear at the arbitration.


 


28.           DOMICILIUM CITANDI ET EXECUTANDI


 


28.1.        The parties choose as their domicilia citandi et executandi for all purposes under this
Trust Deed, whether in respect of court process, notices or other documents or
communications of whatsoever nature, the following address:


 


28.1.1.              the Company:


 


	
  Physical:

  	
   

  	
  1 Sturdee
  Avenue

  
	
   

  	
   

  	
  Rosebank

  
	
   

  	
   

  	
  Johannesburg

  
	
   

  	
   

  	
  2196

  
	
   

  	
   

  	
   

  
	
  Postal:

  	
   

  	
  PO Box 5486

  
	
   

  	
   

  	
  Johannesburg

  
	
   

  	
   

  	
  2000

  
	
   

  	
   

  	
   

  
	
  Telefax:

  	
   

  	
  011 788 5091

  
	
   

  	
   

  	
   

  
	
  E-mail

  	
   

  	
  sasolHR@sasol.com

  



 


Marked for the attention of the Company
Secretary


 


28.1.2.              the Trustees:


 


	
  Physical:

  	
   

  	
  1 Sturdee
  Avenue

  
	
   

  	
   

  	
  Rosebank

  



 

















 


	
   

  	
   

  	
  Johannesburg

  
	
   

  	
   

  	
  2196

  
	
   

  	
   

  	
   

  
	
  Postal:

  	
   

  	
  PO Box 5486

  
	
   

  	
   

  	
  Johannesburg

  
	
   

  	
   

  	
  2000

  
	
   

  	
   

  	
   

  
	
  Telefax:

  	
   

  	
  011 788 5091

  
	
   

  	
   

  	
   

  
	
  E-mail

  	
   

  	
  sasolHR@sasol.com

  



 


Marked for the attention of the Company
Secretary


 


28.2.        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.


 


28.3.        Either the Company or the Trustees may by
notice to the other of them change the physical address chosen as its domicilium 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.


 


28.4.        Any notice to a party:


 


28.4.1.              delivered by hand to a responsible person
during normal business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have
been received on the day of delivery;


 


28.4.2.              sent by telefax to its chosen telefax
number stipulated in clause 28.1 shall be deemed
to have been received on the date of dispatch (unless the contrary is proved);


 


28.4.3.              sent by registered post (by airmail if
appropriate) in a correctly addressed envelope to it at an address chosen as
its domicilium 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


 


28.4.4.              sent by e-mail to its chosen e-mail address
stipulated in clause 28.1, shall be deemed to have been received on the date of
despatch (unless the contrary is proved).


 


28.5.        Notwithstanding
anything to the contrary herein contained a written notice or communication
actually received by a party shall be an adequate written notice or
communication to it notwithstanding that it was not sent to or delivered at its
chosen domicilium citandi et executandi.


 

















 


29.           TERMINATION


 


This Trust
shall terminate upon the later of:


 


29.1.        the Trust ceasing to hold any Shares and
any Other Assets;  and


 


29.2.        the later of the Trustees having
discharged, in accordance with the provisions of this Trust Deed, all of their
liabilities, and performed all of their obligations.


 


30.           AMENDMENTS TO THE DEED


 


Subject to the
provisions of clause 13.1.2, the Trustees shall be:


 


30.1.        obliged to amend this Trust Deed if
directed to do so by, and in accordance with the written directions of, the
Board; or


 


30.2.        entitled to amend this Trust Deed with the
prior written consent of the Board;


 


provided that if any such amendment
prejudices any Employee Beneficiary in any material way, then the Trustees
shall, in addition, obtain the approval of a majority of the votes of the
Employee Beneficiaries exercised in accordance with the provisions of clause
20.2.7 at a meeting convened in accordance with the provisions of
clause 20 (Meetings of Beneficiaries).


 


Date: 8 April 2008


 


 


	
   

  	
   

  	
  By:

  	
  /s/ SAM MONTSI

  
	
   

  	
   

  	
  Sam Montsi

  
	
   

  	
   

  	
  Trustee of The Sasol Inzalo Management
  Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For SASOL LIMITED

  
	
  Date: 10 April 2008

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ CARINE VAN DEN BERG

  
	
   

  	
   

  	
  Carine Van den Berg

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ CONSTANTINE MUTZURIS

  
	
   

  	
   

  	
  Constantine Mutzuris

  



 

















 


Schedule A – ELIGIBLE
EMPLOYEES


 


V N Fakude


 


A M Mokaba


 


K C Ramon


 


S Chaba


 


Z Denga


 


B E Mabaso


 


T J Makhoere


 


J Sichinga


 


M Radebe


 


M M Zwane


 

















 


Schedule B – COMPANY’S
SUBSIDIARIES


 


Sasol Oil
(Proprietary) Limited


 


Merisol LP


 

















 


Schedule B – COMPANY’S
SUBSIDIARIES


 


National
Petroleum Refiners of South Africa (Proprietary) Limited


 


Sasol Group
Services (Proprietary) Limited (Merisol – UK – Farnham)


 


Sasol Holding
(Netherlands) BV (SSI – India – CTL – Mumbai)


 


Sasol Group
Services (Proprietary) Limited (Olefins & Surfactants / Solvents – SME &
Sasol Gulf – Dubai)


 


Sasol Holding
(Netherlands) BV (Sasol Technology – Oryx GTL – Qatar)


 


Sasol Group
Services (Proprietary) Limited (Sasol Technology – GTL projects – Reading – UK)


 


Sasol Group
Services (Proprietary) Limited (SSI – SasolChevron – UK – London)


 


Sasol Group
Services (Proprietary) Limited (Sasol Polymers – Dubai)


 


Sasol Holding
(Netherlands) BV (SPT – Mozambique - Maputo)


 

















 


Schedule C – REPURCHASE
FORMULA


 


RS =        


 


Where:


 


RS =        Number of Repurchase Shares


 


N =          Number of Subscription Shares subscribed
for by the Trust


 


P1 =        R366,00


 


R =          Escalation factor of 11,5% divided by 2 (“Escalation
Factor”)


 


T1 =        Number of periods of 6 months (full or
partial) from Commencement Date to date of Repurchase


 


D =          Sum of the future values of E, calculated
as amount of E in any period, escalated at the Escalation Factor for the number
of periods (full or partial) from date of the dividend receipt to the date of
Repurchase


 


E =          the difference between the dividend
received by the Trust on any 1 Subscription Share compared to the dividends
(including extraordinary dividends but excluding proceeds from an unbundling)
received on an ordinary Share held by Sasol shareholders, multiplied by the
number of Subscription Shares  held by
the Trust on that date


 


V =          The number of Shares which were the subject
of a previous exercise of the formula multiplied by the 30 day VWAP of a Share
on such date, escalated at the Escalation Factor for the number of periods
(full or partial) from date of the previous exercise of the formula to the date
of the current Repurchase


 


P2 =        30 day VWAP of a Share on the date of
Repurchase


 


In the event
of any corporate action, the formula will be adjusted appropriately, if
required.


 

















 


TABLE OF CONTENTS


 


	
  Clause number and description

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  INTERPRETATION

  	
   

  	
  2

  
	
  2.

  	
  ESTABLISHMENT AND PURPOSE OF THE TRUST

  	
   

  	
  10

  
	
  3.

  	
  FUNDING OF THE TRUST

  	
   

  	
  10

  
	
  4.

  	
  TRUSTEES

  	
   

  	
  10

  
	
  5.

  	
  PROCEEDINGS OF TRUSTEES

  	
   

  	
  15

  
	
  6.

  	
  POWERS OF TRUSTEES

  	
   

  	
  15

  
	
  7.

  	
  DUTIES OF TRUSTEES

  	
   

  	
  17

  
	
  8.

  	
  PRIVILEGES OF THE TRUSTEES

  	
   

  	
  18

  
	
  9.

  	
  SUBSCRIPTION FOR SCHEME SHARES

  	
   

  	
  19

  
	
  10.

  	
  RESTRICTIVE COVENANTS

  	
   

  	
  20

  
	
  11.

  	
  BOOKS OF ACCOUNT AND AUDITORS

  	
   

  	
  20

  
	
  12.

  	
  DAY-TO-DAY ADMINISTRATION AND COSTS AND EXPENSES OF THE TRUST

  	
   

  	
  21

  
	
  13.

  	
  VESTINGS

  	
   

  	
  21

  
	
  14.

  	
  DIVIDENDS

  	
   

  	
  23

  
	
  15.

  	
  INVESTMENT OF CASH

  	
   

  	
  24

  
	
  16.

  	
  RESTRICTIVE COVENANTS: EMPLOYEE BENEFICIARIES

  	
   

  	
  24

  
	
  17.

  	
  REPURCHASE, DISTRIBUTION AND FORFEITURE OF SHARES

  	
   

  	
  25

  
	
  18.

  	
  DISTRIBUTION OF SCHEME SHARES AND OTHER ASSETS TO RESIDUAL BENEFICIARY

  	
   

  	
  25

  
	
  19.

  	
  CESSATION OF EMPLOYMENT OR DEMOTION OF EMPLOYEE BENEFICIARIES

  	
   

  	
  26

  
	
  20.

  	
  MEETINGS OF BENEFICIARIES

  	
   

  	
  29

  
	
  21.

  	
  ENTITLEMENT OF EMPLOYEE BENEFICIARIES TO REQUISITION MEETINGS

  	
   

  	
  30

  
	
  22.

  	
  VOTING OF SCHEME SHARES

  	
   

  	
  30

  
	
  23.

  	
  CORPORATE ACTION

  	
   

  	
  32

  
	
  24.

  	
  FINAL DATE

  	
   

  	
  40

  
	
  25.

  	
  GENERAL PROVISION APPLICABLE TO THE DISTRIBUTION OF ENTITLEMENT ASSETS
  TO BENEFICIARIES

  	
   

  	
  40

  
	
  26.

  	
  MEDIATION

  	
   

  	
  41

  
	
  27.

  	
  ARBITRATION

  	
   

  	
  42

  
	
  28.

  	
  DOMICILIUM CITANDI ET EXECUTANDI

  	
   

  	
  43

  
	
  29.

  	
  TERMINATION

  	
   

  	
  45

  
	
  30.

  	
  AMENDMENTS TO THE DEED

  	
   

  	
  45