Exhibit 4.3


 


TRUST DEED CONSTITUTING
THE SASOL INZALO EMPLOYEE SCHEME


 


entered into
between


 


SASOL LIMITED


 


(Registration
No.1979/003231/06)


 


and


 


SEADIMO HESSIE CHABA


 


(Identity No. 580102
1184 08 6)


 

















 


1.            INTERPRETATION


 


1.1.          The
headings of the clauses in this Trust Deed are for the purpose of convenience
and reference only and shall not be used in the interpretation of nor modify
nor amplify the terms of this Trust Deed nor any clause hereof.  Unless a contrary intention clearly appears:


 


1.2.          words importing:


 


1.2.1.                any one gender include the other two genders;


 


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


 


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


 


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


 


1.3.1.                “Administrator” means 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;


 


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


 


1.3.3.                “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;


 


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


 


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


 


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


 


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


 


1.3.8.                “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;


 

















 


1.3.9.                “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:


 


1.3.9.1.             birth or descent; or


 


1.3.9.2.             naturalisation occurring
either:


 


1.3.9.2.1.               before the commencement date of the Constitution; or


 


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


 


1.3.10.              “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;


 


1.3.11.              “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;


 


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


 


1.3.13.              “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, and/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;


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


1.3.21.              “Corporate Action” means any action
referred to in clause 23 (Corporate Action);


 


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


 


1.3.23.              “Designated Number” means 850
(eight hundred and fifty) but if the Shares are consolidated or subdivided or
clause 23.7 applies, adjusted as necessary;


 


1.3.24.              “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;


 


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


 


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


 


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


 


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


 


1.3.27.              “Dividends” means:


 


1.3.27.1.        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


 

















 


1.3.27.2.        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;


 


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


 


1.3.28.1.        clause 13.1,
the Subscription Date;


 


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


 


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


 


1.3.30.              “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;


 


1.3.31.              “Eligible Employee” means any
person who at the relevant date when he is offered the opportunity to become an
Employee Beneficiary:


 


1.3.31.1.        is
a South African citizen or a legal permanent resident of South Africa; and


 


1.3.31.2.        either
employed on a permanent basis by the Group at or below employment level 5A, 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;


 


1.3.32.              “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;


 


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


 

















 


1.3.34.              “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;


 


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


 


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


 


1.3.37.            “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;


 


1.3.38.              “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
such earlier date as determined by the Board in terms of clause 24 (Final Date), or in the case of distributions to the Residual
Beneficiary, the date when the Trustees are bound to distribute any remaining
Scheme Shares and Other Assets to the Residual Beneficiary;


 


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


 


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


 


1.3.41.              “Group” means collectively:


 


1.3.41.1.        the
Company;


 


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


 


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


 


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


 


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


 

















 


1.3.44.              “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;


 


1.3.45.              “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;


 


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


 


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


 


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


 


1.3.49.              “Month” means a calendar month;


 


1.3.50.              “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;


 


1.3.51.              “Non  Elective
Capitalisation Shares” means those shares in a company awarded to a
holder of its shares by way of a capitalisation issue without any other
alternative;


 


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


 


1.3.53.              “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;


 


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


 


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


 


1.3.56.              “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;


 


1.3.57.              “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;


 


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


 

















 


1.3.59.              “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;


 


1.3.60.              “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;


 


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


 


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


 


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


 


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


 


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


 


1.3.64.2.       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;


 


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


 


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


 


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


 

















 


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


 


1.3.69.              “Subscription Shares” means 23 333
593 (twenty three million three hundred and thirty three thousand five hundred
and ninety three) Shares;


 


1.3.70.              “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;


 


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


 


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


 


1.3.73.              “Trust” means The Sasol Inzalo
Employee Scheme constituted by this Trust Deed;


 


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


 


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


 


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


 


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


 


1.4.          If any provision in a definition is a substantive provision
conferring rights or imposing obligations on any interested party,
notwithstanding that it is only in the interpretation clause, effect shall be
given to it as if it were a substantive provision of this Trust Deed.


 


1.5.          Any reference to an enactment or subordinate legislation is to that
enactment or subordinate legislation as at the Signature Date and as amended or
re-enacted from time to time.


 


1.6.          If any term is defined within the context of any particular clause
in this Trust Deed, the term so defined, unless it is clear from the clause in
question that the term so defined has limited application to the relevant
clause, shall bear the meaning ascribed to it for all purposes in terms of this
Trust Deed, notwithstanding that that term has not been defined in this
interpretation clause.


 

















 


1.7.          The rule of construction that a contract shall be interpreted
against the party responsible for the drafting or preparation of such contract,
shall not apply.


 


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


 


1.9.          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 Employee 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 may be) and to maximise points for ownership under the
generic scorecard of the Codes and/or the Charter (as the case may be).


 


3.             FUNDING OF THE TRUST


 


3.1.         The Company has made a contribution of R1 000,00 (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 3 (three) Trustees in office for the valid exercise of the powers
and discharge of the duties of the Trustees in terms of this Trust Deed, a
majority 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.           2 (two) 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
Seadimo Hessie Chaba is the Company Appointed Trustee in terms of clause
4.1.3.2 and also the First Trustee of the Trust. Seadimo Hessie Chaba by her
signature to this Trust Deed, accepts her appointment as such and undertakes to
carry out all the duties, functions and obligations incumbent upon her as soon
as letters of authority have been issued to him/her 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
Trustees


 


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 Trustees 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 2 (two) Candidates.  Each Employee Beneficiary who wishes to vote
for a Candidate shall address his vote or votes to the First Trustee by
returning such notice, stating the name of the Candidate/s for whom he 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 Trustees 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 any 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
Trustees may agree to) written notice to the remaining Trustees;


 


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 remaining
Trustees 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 Trustees, or such shorter notice as may be agreed
by all 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 all 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;


 


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 Trustees shall
have the power to employ any professional person as the Elected Trustees may
any time reasonably require to enable them to perform their powers, duties and
functions under this Trust Deed, and the Trust shall bear the reasonable costs
of employing such professional person.


 


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 all 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 Management 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 Management 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 (Vestings), 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; and


 


13.2.1.2.         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 and shares
comprising Other Assets 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 13.2.1.2 .  Unless
an Eligible Employee to whom a notice in terms of clause 13.2.1.2 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, provided that, subject to
clause 13.3.1.3, the maximum number of Scheme Shares and Other Available Assets
per New Eligible Employee in respect of which Vested Rights are intended to be
granted, shall be:


 


13.3.1.2.1.               90%
(ninety per cent) of the Designated Number of Scheme Shares and Other Available
Assets for New Eligible Employees employed during the first year after the
Subscription Date;


 


13.3.1.2.2.               80%
(eighty percent) of the Designated Number of Scheme Shares and Other Available
Assets for New Eligible Employees employed during the second year after the
Subscription Date;


 


13.3.1.2.3.               70%
(seventy percent) of the Designated Number of Scheme Shares and Other Available
Assets for New Eligible Employees employed during the third year after the
Subscription Date;


 


13.3.1.2.4.               60%
(sixty percent) of the Designated Number of Scheme Shares and Other Available
Assets for New Eligible Employees employed during the fourth year after the
Subscription Date; and


 


13.3.1.2.5.               50%
(fifty percent) of the Designated Number of Scheme Shares and Other Available
Assets for New Eligible Employees employed during the fifth year after the
Subscription Date;


 

















 


13.3.1.3.         if there are not any or
sufficient Available Scheme Shares and Other Available Assets in any one year
for every New Eligible Employee in respect of whom a Subsequent Vesting Notice
has been given, to be vested with Vested Rights in respect of the number of
Scheme Shares applicable to him determined in accordance with clause 13.3.1.2 (“Maximum Number”):


 


13.3.1.3.1.               those New Eligible Employees who were
employed (“First New Eligible Employees”):


 


13.3.1.3.1.1.            in an earlier year referred to in
clauses 13.3.1.2.1 to 13.3.1.2.5 than other New Eligible Employees, in
respect of whom a Subsequent Vesting Notice has been given (“Later New Eligible Employees”), shall rank ahead;


 


13.3.1.3.1.2.            in the same year referred to in
clauses 13.3.1.2.1 to 13.3.1.2.5 as other First Eligible New Employees,
shall rank pari passu,


 


as and when
further Available Scheme Shares and Other Available Assets become available for
the grant of Vested Rights until such time as the Maximum Number has been
granted to the First New Eligible Employees, and so on until all New Eligible
Employees, in respect of whom a Subsequent Vesting Notice has been given, have,
to the extent possible having regard to the Available Scheme Shares and Other
Available Assets from time to time, been granted Vested Rights in respect of
the Maximum Number of Scheme Shares;


 


13.3.1.3.2.               New
Eligible Employees who have not been granted Vested Rights in respect of the Maximum
Number of Scheme Shares and Other Available Assets by the Final Date, shall
with effect from that date forfeit the right to be granted any further Vested
Rights;


 

















 


13.3.1.4.               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 13.3.1.4 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 New 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 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 1.3.27.2
shall be distributed to Employee Beneficiaries at the same time as the
Dividends referred to in clause 1.3.27.1 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, for the benefit of the Trust, provided that the
interest rates payable to the Trust in respect of such investment is 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 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 only from that date form part of the Available Scheme Shares and/or
Other Available Assets.


 


19.5.        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 one of the two Elected Trustees chosen by lot 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;


 


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


 


22.3.1.4.         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;


 


22.3.1.5.         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


 


22.3.1.6.         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.              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 23.2.1.2 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


 


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 or 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
Other Assets, and where applicable, Consideration Shares, 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:


 


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


 


26.1.2.              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;


 


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


 


26.1.4.              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;


 


26.1.5.              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 26 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;


 


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);


 


sent by
prepaid 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


 


28.4.2.              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: 10
  April 2008

  	
   

  	
  For
  SASOL LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ CARINE VAN DEN BERG

  
	
   

  	
   

  	
  Carine Van den Berg

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ CONSTANTINE MUTZURIS

  
	
   

  	
   

  	
  Constantine Mutzuris

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: 8 April 2008

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ SEADIMO HESSIE CHABA

  
	
   

  	
   

  	
  Seadimo Hessie Chaba

  
	
   

  	
   

  	
  Trustee of the Sasol Inzalo Employee
  Scheme

  



 

















 


Schedule A – ELIGIBLE
EMPLOYEES


 

















 


Schedule B – COMPANY’S
SUBSIDIARIES


 


National
Petroleum Refiners of South Africa (Proprietary) Limited


 


Natcos
Unincorporated Joint Venture between Sasol Oil (Proprietary) Limited and Total
(South Africa) (Proprietary) Limited


 


Merisol RSA
(Proprietary) Limited


 


Sumika –
Merisol RSA (Proprietary) Limited


 


Sasol Synfuels
International (Proprietary) Limited (Oryx GTL – Qatar)


 


Sasol Synfuels
International (Proprietary) Limited (Escravos GTL – Houston)


 


Sasol Synfuels
International (Proprietary) Limited (Escravos – Nigeria)


 


Sasol Chemical
Industries Limited (Sasol Polymers Division – Iran)


 


Sasol Synfuels
International (Proprietary) Limited (Sasol Qatar)


 


Sasol Oil
(Proprietary) Limited (SOIL – UK - London)


 


Sasol
Technology (Proprietary) Limited (GTL Projects – UK – Reading)


 


Sasol
Petroleum International (Proprietary) Limited (UK – London)


 


Sasol Olefins &
Surfactants / Solvents (Sasol Chemical Pacific – Singapore)


 


Sasol Chemical
Industries Limited (Sasol Polymers Division – China)


 


Sasol Synfuels
International (Proprietary) Limited (CTL – India - Mumbai)


 


Sasol
Petroleum Temane (Mozambique – Maputo)


 


Sasol
Petroleum Temane (Mozambique – Vilanculos)


 


Sasol Olefins &
Surfactants / Solvents (SME & Sasol Gulf - Dubai)


 


Merisol (UK –
Farnham)


 


Merisol (USA –
Houston)


 


Sasol Mining
(Proprietary) Limited (India CTL – Mumbai)


 


Sasol Chemical
Industries Limited (Sasol Polymers Division – Dubai)


 

















 


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

  	
   

  	
  11

  
	
  5.

  	
  PROCEEDINGS OF TRUSTEES

  	
   

  	
  15

  
	
  6.

  	
  POWERS OF TRUSTEES

  	
   

  	
  16

  
	
  7.

  	
  DUTIES OF TRUSTEES

  	
   

  	
  17

  
	
  8.

  	
  PRIVILEGES OF THE TRUSTEES

  	
   

  	
  19

  
	
  9.

  	
  SUBSCRIPTION FOR SCHEME SHARES

  	
   

  	
  19

  
	
  10.

  	
  RESTRICTIVE COVENANTS

  	
   

  	
  20

  
	
  11.

  	
  BOOKS OF ACCOUNT AND AUDITORS

  	
   

  	
  21

  
	
  12.

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

  	
   

  	
  21

  
	
  13.

  	
  VESTINGS

  	
   

  	
  22

  
	
  14.

  	
  DIVIDENDS

  	
   

  	
  25

  
	
  15.

  	
  INVESTMENT OF CASH

  	
   

  	
  26

  
	
  16.

  	
  RESTRICTIVE COVENANTS: EMPLOYEE BENEFICIARIES

  	
   

  	
  26

  
	
  17.

  	
  REPURCHASE, DISTRIBUTION AND FORFEITURE OF SHARES

  	
   

  	
  27

  
	
  18.

  	
  DISTRIBUTION OF SCHEME SHARES AND OTHER ASSETS TO RESIDUAL BENEFICIARY

  	
   

  	
  27

  
	
  19.

  	
  CESSATION OF EMPLOYMENT OF EMPLOYEE BENEFICIARIES

  	
   

  	
  28

  
	
  20.

  	
  MEETINGS OF BENEFICIARIES

  	
   

  	
  31

  
	
  21.

  	
  ENTITLEMENT OF EMPLOYEE BENEFICIARIES TO REQUISITION MEETINGS

  	
   

  	
  32

  
	
  22.

  	
  VOTING OF SCHEME SHARES

  	
   

  	
  32

  
	
  23.

  	
  CORPORATE ACTION

  	
   

  	
  34

  
	
  24.

  	
  FINAL DATE

  	
   

  	
  41

  
	
  25.

  	
  GENERAL PROVISION APPLICABLE TO THE DISTRIBUTION OF ENTITLEMENT ASSETS
  TO 

  	
   

  	
   

  
	
  BENEFICIARIES

  	
   

  	
  42

  
	
  4226.

  	
  MEDIATION

  	
   

  	
  43

  
	
  27.

  	
  ARBITRATION

  	
   

  	
  44

  
	
  28.

  	
  DOMICILIUM CITANDI ET EXECUTANDI

  	
   

  	
  45

  
	
  29.

  	
  TERMINATION

  	
   

  	
  46

  
	
  30.

  	
  AMENDMENTS TO THE DEED

  	
   

  	
  47