Submitted by admin on Thu, 03/05/2020 - 00:00

Grant of Conditional Share Awards to Directors and Prescribed Officers of Sasol, and Directors of Major Subsidiaries

Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration number 1979/003231/06)
Sasol Ordinary Share codes: JSE: SOL NYSE: SSL Sasol
Ordinary ISIN codes: ZAE000006896 US8038663006
Sasol BEE Ordinary Share code: JSE: SOLBE1
Sasol BEE Ordinary ISIN code: ZAE000151817
(“Sasol” or “Company”)

GRANT OF CONDITIONAL SHARE AWARDS TO DIRECTORS AND PRESCRIBED
OFFICERS OF SASOL, AND DIRECTORS OF MAJOR SUBSIDIARIES OF SASOL

In order for Sasol to remain competitive in the market and to keep senior management and
eligible specialists retained, focused, engaged and motivated, Conditional Share Awards are
made annually and forms an important component of the reward mix offered in terms of the
remuneration policy. Shareholder approval of the Sasol Long-Term Incentive Plan (“the Plan”
and/or “LTI”, as appropriate) was obtained at the 2016 Annual General Meeting.

The Conditional Share Awards have a split vesting period of 50% after three years with the
balance after five years and will only vest to the extent that the Corporate Performance Targets
(detailed below), as approved by the Remuneration Committee, have been achieved after the
performance period of three years. The full award is subject to the achievement of these
targets.

The standard timing for the annual Conditional Share Awards is to be made to eligible
participants at the beginning of the new financial year. However, due to the extended closed
period at the end of the 2019 financial year, the Board agreed to postpone these awards to
later in the 2020 financial year. No compensation is offered to members of the GEC in respect
of the delayed award date and the standard vesting periods of three and five years
respectively, will apply. To align with this timing, the on-appointment Conditional Share Awards
made to F R Grobler and B V Griffith on their appointment as President and Chief Executive
Officer and Executive Vice President: Chemicals Business respectively, as well as the recent
appointment of H C Brand, Executive Vice President: Sustainability and Technology, all subject
to the same performance and vesting conditions as the annual LTI awards, have now been
made.

In compliance with paragraphs 3.63 to 3.66 of the JSE Listings Requirements, Sasol hereby
announces that directors of Sasol, prescribed officers and directors of major subsidiaries of
Sasol, have been granted Conditional Share Awards in terms of the Plan.

The Board, or the Sasol Remuneration Committee, as appropriate, approved the Conditional
Share Awards made on 4 March 2020. In terms of the rules of the Plan, the participants have
to decline such an award within ten business days after the award date, failing which the
award will be deemed to have been accepted.

The rules of the LTI Plan are available on the Sasol website www.sasol.com.

Award date: 4 March 2020
Deemed acceptance date: 14 March 2020
Vesting periods: 50% after 3 years and the balance after 5 years to the extent
that the corporate performance targets have been achieved
Class of securities: Sasol ordinary shares
Nature of transaction: Annual supplementary LTI Award (off-market)
Price per share* R192,83
Nature and extent of interest: Direct beneficial

Surname and Designation Company Number Total value
initials of shares of the
transaction**
(ZAR)
Victor, P Director Sasol Limited 63 497 12 244 126,51
Sasol (USA) Corporation
Sasol Oil (Pty) Ltd
Kahla, V D Director Sasol Limited 43 628 8 412 787,24
Sasol South Africa Limited
Sasol (USA) Corporation
Sasol Oil (Pty) Ltd
Mokoena, C K Director Sasol South Africa Limited 32 424 6 252 319,92
Sasol Oil (Pty) Ltd
Prescribed Officer Sasol Limited
Klingenberg, B E Director Sasol Oil (Pty) Ltd 46 010 8 872 108,30
Prescribed Officer Sasol Limited
Radebe, M Director Sasol Oil (Pty) Ltd 31 953 6 161 496,99
Prescribed Officer Sasol Limited
Brand, H C Prescribed Officer Sasol Limited 28 025 5 404 060,75

Award date: 4 March 2020
Deemed acceptance date: 14 March 2020
Vesting periods: 50% after 3 years and the balance after 5 years to the extent
that the corporate performance targets have been achieved
Class of securities: Sasol ordinary shares
Nature of transaction: On-appointment LTI Award (off-market)
Price per share* R192,83
Nature and extent of interest: Direct beneficial

Surname and Designation Company Number of Total value
initials shares of the
transaction**
(ZAR)
Grobler, F R Director Sasol Limited 99 569 19 199 890,27
Brand, H C Prescribed Officer Sasol Limited 22 644 4 366 442,52

Award date: 4 March 2020
Deemed acceptance date: 14 March 2020
Vesting periods: 50% after 3 years and the balance after 5 years
Class of securities: Sasol American Depository Receipts (ADRs)
Nature of transaction: Annual supplementary LTI Award (off-market)
Price per share* US$12,07
Nature and extent of interest: Direct beneficial

Surname Designation Company Number of Total value
and initials shares of the
transaction**
(US$)
Harris, J R Prescribed Officer Sasol Limited 44 302 534 725,14

Award date: 4 March 2020
Deemed acceptance date: 14 March 2020
Vesting periods: 50% after 3 years and the balance after 5 years
Class of securities: Sasol American Depository Receipts (ADRs)
Nature of transaction: On-appointment LTI Award (off-market)
Price per share* US$12,07
Nature and extent of interest: Direct beneficial

Surname Designation Company Number Total value
and initials of shares of the
transaction**
(US$)
Griffith, B V Prescribed Officer Sasol Limited 24 230 292 456,10

The necessary clearance to deal has been obtained for all the transactions set out above in
terms of paragraph 3.66 of the JSE Listings Requirements.

*Strike price per share is nil. The Price per share indicated is the closing price of the Sasol
ordinary share / ADR on 3 March 2020, the day before the grant was made (R192,83 in the
case of Sasol ordinary shares and US$12,07 in the case of ADRs) which was used to
calculate the number of shares / ADRs.
**The total transaction value is the Price per share multiplied by the number of Sasol ordinary
shares / ADRs awarded.

FY20 Corporate Performance Targets

The Board annually considers the Corporate Performance Targets to ensure they reflect a
balanced outcome for both the participants and shareholders and serve as motivation for the
participants to focus on objectives that enable the achievement of the longer-term strategic
priorities. The participants listed above have 100% of their share awards subject to the
achievement of these Corporate Performance Targets (CPTs), which the Board believes is a
significant incentive to encourage performance. The following table sets out the targets:

MEASURE WEIGHTING THRESHOLD TARGET STRETCH
1% compound 2% compound 3% compound
Increase in total tons
30% improvement on improvement on improvement on
produced/headcount
baseline baseline baseline
Rest of Sasol: ROIC Rest of Sasol: ROIC
Rest of Sasol: ROIC
(excl. AUC) at WACC (excl. AUC) at WACC
20% (excl. AUC) at WACC
+1% = 14,5% per +2% = 15,5% per
Return on Invested of 13,5% per annum
annum annum
Capital (ROIC)
US: ROIC (excl. AUC) US: ROIC (excl. AUC) US: ROIC (excl. AUC)
10% at WACC of 8,0% per at US WACC + 0,5% at US WACC + 1,0%
annum = 8,5% per annum = 9,0% per annum

TSR – MSCI World Below the 50th 60th percentile of the 75th percentile of the
20%
Energy Index* percentile of the Index* Index Index

TSR – MSCI Chemicals Below the 50th 60th percentile of the 75th percentile of the
20%
Index* percentile of the Index* Index Index

*Threshold = 50% vesting at median performance

5 March 2020
Johannesburg

Sponsor: Merrill Lynch South Africa Proprietary Limited

Date: 05-03-2020 10:10:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Ticker
SOL,SOLBE1
Headline Date
Publish Time
10:10:00
Source
Johannesburg Stock Exchange - SENS NEWS DELAYED
Year
2020

Grant of Conditional Share Awards to Directors and Prescribed Officers of Sasol, and Directors of Major Subsidiaries

Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration number 1979/003231/06)
Sasol Ordinary Share codes: JSE: SOL NYSE: SSL Sasol
Ordinary ISIN codes: ZAE000006896 US8038663006
Sasol BEE Ordinary Share code: JSE: SOLBE1
Sasol BEE Ordinary ISIN code: ZAE000151817
(“Sasol” or “Company”)

GRANT OF CONDITIONAL SHARE AWARDS TO DIRECTORS AND PRESCRIBED
OFFICERS OF SASOL, AND DIRECTORS OF MAJOR SUBSIDIARIES OF SASOL

In order for Sasol to remain competitive in the market and to keep senior management and
eligible specialists retained, focused, engaged and motivated, Conditional Share Awards are
made annually and forms an important component of the reward mix offered in terms of the
remuneration policy. Shareholder approval of the Sasol Long-Term Incentive Plan (“the Plan”
and/or “LTI”, as appropriate) was obtained at the 2016 Annual General Meeting.

The Conditional Share Awards have a split vesting period of 50% after three years with the
balance after five years and will only vest to the extent that the Corporate Performance Targets
(detailed below), as approved by the Remuneration Committee, have been achieved after the
performance period of three years. The full award is subject to the achievement of these
targets.

The standard timing for the annual Conditional Share Awards is to be made to eligible
participants at the beginning of the new financial year. However, due to the extended closed
period at the end of the 2019 financial year, the Board agreed to postpone these awards to
later in the 2020 financial year. No compensation is offered to members of the GEC in respect
of the delayed award date and the standard vesting periods of three and five years
respectively, will apply. To align with this timing, the on-appointment Conditional Share Awards
made to F R Grobler and B V Griffith on their appointment as President and Chief Executive
Officer and Executive Vice President: Chemicals Business respectively, as well as the recent
appointment of H C Brand, Executive Vice President: Sustainability and Technology, all subject
to the same performance and vesting conditions as the annual LTI awards, have now been
made.

In compliance with paragraphs 3.63 to 3.66 of the JSE Listings Requirements, Sasol hereby
announces that directors of Sasol, prescribed officers and directors of major subsidiaries of
Sasol, have been granted Conditional Share Awards in terms of the Plan.

The Board, or the Sasol Remuneration Committee, as appropriate, approved the Conditional
Share Awards made on 4 March 2020. In terms of the rules of the Plan, the participants have
to decline such an award within ten business days after the award date, failing which the
award will be deemed to have been accepted.

The rules of the LTI Plan are available on the Sasol website www.sasol.com.

Award date: 4 March 2020
Deemed acceptance date: 14 March 2020
Vesting periods: 50% after 3 years and the balance after 5 years to the extent
that the corporate performance targets have been achieved
Class of securities: Sasol ordinary shares
Nature of transaction: Annual supplementary LTI Award (off-market)
Price per share* R192,83
Nature and extent of interest: Direct beneficial

Surname and Designation Company Number Total value
initials of shares of the
transaction**
(ZAR)
Victor, P Director Sasol Limited 63 497 12 244 126,51
Sasol (USA) Corporation
Sasol Oil (Pty) Ltd
Kahla, V D Director Sasol Limited 43 628 8 412 787,24
Sasol South Africa Limited
Sasol (USA) Corporation
Sasol Oil (Pty) Ltd
Mokoena, C K Director Sasol South Africa Limited 32 424 6 252 319,92
Sasol Oil (Pty) Ltd
Prescribed Officer Sasol Limited
Klingenberg, B E Director Sasol Oil (Pty) Ltd 46 010 8 872 108,30
Prescribed Officer Sasol Limited
Radebe, M Director Sasol Oil (Pty) Ltd 31 953 6 161 496,99
Prescribed Officer Sasol Limited
Brand, H C Prescribed Officer Sasol Limited 28 025 5 404 060,75

Award date: 4 March 2020
Deemed acceptance date: 14 March 2020
Vesting periods: 50% after 3 years and the balance after 5 years to the extent
that the corporate performance targets have been achieved
Class of securities: Sasol ordinary shares
Nature of transaction: On-appointment LTI Award (off-market)
Price per share* R192,83
Nature and extent of interest: Direct beneficial

Surname and Designation Company Number of Total value
initials shares of the
transaction**
(ZAR)
Grobler, F R Director Sasol Limited 99 569 19 199 890,27
Brand, H C Prescribed Officer Sasol Limited 22 644 4 366 442,52

Award date: 4 March 2020
Deemed acceptance date: 14 March 2020
Vesting periods: 50% after 3 years and the balance after 5 years
Class of securities: Sasol American Depository Receipts (ADRs)
Nature of transaction: Annual supplementary LTI Award (off-market)
Price per share* US$12,07
Nature and extent of interest: Direct beneficial

Surname Designation Company Number of Total value
and initials shares of the
transaction**
(US$)
Harris, J R Prescribed Officer Sasol Limited 44 302 534 725,14

Award date: 4 March 2020
Deemed acceptance date: 14 March 2020
Vesting periods: 50% after 3 years and the balance after 5 years
Class of securities: Sasol American Depository Receipts (ADRs)
Nature of transaction: On-appointment LTI Award (off-market)
Price per share* US$12,07
Nature and extent of interest: Direct beneficial

Surname Designation Company Number Total value
and initials of shares of the
transaction**
(US$)
Griffith, B V Prescribed Officer Sasol Limited 24 230 292 456,10

The necessary clearance to deal has been obtained for all the transactions set out above in
terms of paragraph 3.66 of the JSE Listings Requirements.

*Strike price per share is nil. The Price per share indicated is the closing price of the Sasol
ordinary share / ADR on 3 March 2020, the day before the grant was made (R192,83 in the
case of Sasol ordinary shares and US$12,07 in the case of ADRs) which was used to
calculate the number of shares / ADRs.
**The total transaction value is the Price per share multiplied by the number of Sasol ordinary
shares / ADRs awarded.

FY20 Corporate Performance Targets

The Board annually considers the Corporate Performance Targets to ensure they reflect a
balanced outcome for both the participants and shareholders and serve as motivation for the
participants to focus on objectives that enable the achievement of the longer-term strategic
priorities. The participants listed above have 100% of their share awards subject to the
achievement of these Corporate Performance Targets (CPTs), which the Board believes is a
significant incentive to encourage performance. The following table sets out the targets:

MEASURE WEIGHTING THRESHOLD TARGET STRETCH
1% compound 2% compound 3% compound
Increase in total tons
30% improvement on improvement on improvement on
produced/headcount
baseline baseline baseline
Rest of Sasol: ROIC Rest of Sasol: ROIC
Rest of Sasol: ROIC
(excl. AUC) at WACC (excl. AUC) at WACC
20% (excl. AUC) at WACC
+1% = 14,5% per +2% = 15,5% per
Return on Invested of 13,5% per annum
annum annum
Capital (ROIC)
US: ROIC (excl. AUC) US: ROIC (excl. AUC) US: ROIC (excl. AUC)
10% at WACC of 8,0% per at US WACC + 0,5% at US WACC + 1,0%
annum = 8,5% per annum = 9,0% per annum

TSR – MSCI World Below the 50th 60th percentile of the 75th percentile of the
20%
Energy Index* percentile of the Index* Index Index

TSR – MSCI Chemicals Below the 50th 60th percentile of the 75th percentile of the
20%
Index* percentile of the Index* Index Index

*Threshold = 50% vesting at median performance

5 March 2020
Johannesburg

Sponsor: Merrill Lynch South Africa Proprietary Limited

Date: 05-03-2020 10:10:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.