j

~

n

n

D n 1 0 , l

J ~

EXECUTION VERSION

DEED OF TRUST FOR THE SASOL INZALO PUBLIC FACILITATION TRUST

entered into between

SASOL LIMITED

(Registration No. 1979/003231/06)

and

ZAMILE DENGA

(Identity No.561226 5759 08 1)

ll 1

n ],

0 0 Qi

[

[

D

L

B 0 0 0 0 0 0 D 0 0

2

WHEREBY IT IS AGREED AS FOLLOWS:

1. NAME, REGISTRATION OF PROPERTY AND LEGAL PROCEEDINGS

1.1. The name of the trust hereby created is the Sasol lnzalo Public Facilitation Trust

1.2. With the prior Written consent of Sasol, which it undertakes that it shall not withhold

unreasonably, the Trustees may change the name of the Trust.

1.3. Legal proceedings instituted by or against the Trust may be instituted in the name of the

Trust.

2. INTERPRETATION

In this Trust Deed, unless it appears otherwise from the context -

2.1. words importing any one gender shall include the other two and words importing the singular

shall include the plural and vice versa;

2.2. the headings are used for reference and convenience only and shall in no way be used to

explain, amplify or modify or aid in the interpretation of this Trust Deed;

2.2.1. "Application Form" means an application form completed and signed by any

prospective Shareholder in respect of his/her/its application to subscribe for the

Public Investec Ordinary Shares and/or the Sasol Ordinary Shares as

contemplated in the relevant Prospectus;

2.2.2. "BEE Actn means the Broad-Based Black Economic Empowerment Act, No. 53

of 2003 and any regulations promulgated thereunder;

2.2.3. "BEE Scorecard" means the generic scorecard which is used as a basis for the

measurement of a person's BEE status, or such other scorecard or mechanism

as may be prescribed in terms of the Codes from time to time as a basis for the

measurement of a person's BEE status, provided that if there is more than one

scorecard or measurement mechanism which may be applicable to Sasol in

terms of the BEE Act or the Charter for the purposes of measuring Sasol's BEE

status at any given. time: Sasol shall determine, in its sole discretion, which such

scorecard or measurement mechanism shall be applicable for the purposes of

this Trust.Deed;

2.2.4. "Beneficiary• means Sasol lnzalo Foundation, a trust esta

the trust deed entered into between Sasol, Zamile Denga

Li l I

0 0 0 0 0 0 0 0 0 D

0 0 0 0 0 0 D 0 0 0

2.2.5 .

2.2.6.

2 .2.7.

3

Nkabinde and Seadimo Hessie Chaba and having a vested right to the assets

of the trust at inception or if the Sasol lnzalo Foundation ceases to exist, the

beneficiary at that time shall be any entity having similar objectives as the Sasol

lnzalo Foundation designated in Writing by Sasol in its sole discretion as the

beneficiary of the Trust;

"Black Person/s"fBlack People" means the most stringent definition of "black

people" contained in either of the BEE Act, the Codes and the Charter which, as

at the Signature Date is the one contained in the Codes which define "black . people" to mean Africans, Coloureds and Indians who are natural persons and

who are South African citizens by :

2.2.5.1.

2.2.5.2.

birth or descent; or

naturalisation occurring:

2.2.5.2.1.

2.2.5.2.2.

prior to the commencement date of the Constitution

of the Republic of South Africa 1993; or

after that date but who would have qualified for

naturalisation prior to that date if it were not for the

apartheid policies in place in South Africa;

"Business Day" means any day other than a Saturday or a Sunday or an

official public holiday in South Africa;

"Charter'' means:

2.2.7.1.

2.2.7.2.

2.2.7.3.

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;

the Broad Based Socio Economic Empowerment Charter for the

Mining Industry as developed in terms of the Mineral and Petroleum

Resources Development Act, 2002;

any other charter which may be applicable

subsidiaries,

including any amended or replacement charter;

Li

0 0 0 0 0 0 0 D D 0 0 0 0 0 0 0 D 0 0 0

2.2.8.

2.2.9.

2.2.10.

2.2.11.

2.2.12.

2.2.13.

2.2.14.

2.2.15.

2.2.16.

2.2.17.

2.2.18.

2.2.19.

2.2.20.

4

"Codes" means the Codes of Good Practice promulgated in terms of

section 9(1) of the BEE Act;

~companies Act» means the Companies Act, 1973;

"Designated Period" means the period starting from the Effective Date until the

Sasol Final Date;

"Dispose" means to sell, cede outright, transfer, lend, distribute or otherwise

alienate or dispose and "Disposal" shall bear a corresponding meaning;

"Effective Date" means the date on which the Public Investec Invitation and/or

the Sasol Invitation closes;

"Encumbrance" means any mortgage, charge, pledge, hypothecation, lien,

cession or assignment by way of security, option, right to acquire, right of

pre-emption, preferential right or arrangement, right of retention or agreement to

confer security or any restriction or other arrangement whatsoever which has

the same or a similar effect to the granting of security and "Encumber" shall

have the appropriate meaning accordingly;

"First Trustee" means the Trustee referred to in clause 6 (Funding of the

Trust);

"Master" means the Master of the High Court of the Republic of South Africa;

"Net Revenue• means Trust Income remaining after the payment of or provision

for all costs and expenses lawfully incurred in connection with the administration

of the Trust;

"Public lnvestco" means Sasol lnzalo Public Limited (Registration

No. 2007/030646/06);

"Public lnvestco Invitation" means the invitation to Black people make an offer

to subscribe for Public Investec ·Ordinary Shares contained in the Public

lnvestco Prospectus;

"Public lnvestco Ordinary Shares"

Public Investec;

"Public lnvestco Prospectus• means the prospectus con

Investec Invitation ;

u

D u D

0 0 D 0 0 0 0 0 0 0 0 0 0 0 D

0 0

2.2.21 .

2.2.22.

2.2.23.

2.2.24.

2.2.25.

2.2.26.

2.2.27.

2.2.28.

2.2.29.

2.2.30.

2.2.31.

2.2.32.

2.2.33.

1.3.1.

2.2.34.

s

"Registrar" means the registrar of companies, designated as such in terms of

the Companies Act;

"Sasol" means Sasol Limited (Registration No. 19791003231/06);

"Sasol Final Date" means the period ending on the 101h (tenth) anniversary of

the Effective Date or if that is not a Business Day, the first Business Day

thereafter or such earlier date determined as such by Sasol in a Written notice;

''Sasol Invitation" means the invitation ·to Black people make an offer to

subscribe for Sasol Ordinary Shares contained in the Sasol Prospectus;

"Sasol Prospectus" means the prospectus containing the Sasol Invitation;

"Sasol Ordinary Shares" means ordinary shares in the capital of Sasol;

"Shareholders" means those persons who are registered shareholders of

Public lnvestco and/or Sasol by subscribing for the Public lnvestco Ordinary

Shares and/or the Sasol Ordinary Shares (as the case may be) pursuant to a

Prospectus;

"Signature Date" means the date on which this Trust Deed is signed by the last

party to sign it;

"Statutes" means the Trust Property Control Act, 1988, and any other statute

applicable to trusts;

"Trust" means the Trust established in terms of this Trust Deed known as the

Sasol Jnzalo Public Facilitation Trust;

"Trustees" means the Trustees from time to time of the Trust;

"Trust Capital" means all donations including the money donated and the

capital contribution made in terms of clause 4 (Establishment and Object of the

Trust) and all capitalised Net Revenue;

"Trust Deed" means this trust deed, as amended from time to time;

"Trust Fund" shall mean the aggregate of the Trust

Revenue;

"Trust Income" means -

u

D

0 0 n 0 0 D D 0 0 D 0 0 D D D

D

0 0 0

3.

2.2.35.

6

2.2.34.1 . dividends or distributions received by the Trust on any Public

lnvestco Ordinary Shares and any Sasol Ordinary Shares from time

to time held by the Trust; and

2.2.34.2. all and any returns made by the Trust from any investments made

by it; and

2.2.34.3. all profits made by the Trust from the sale of any the Public Investec

Ordinary Shares and/or the Sasol Ordinary Shares (as the case

may be);

"Writing" means any writing however produced or communicated, including

telefax, e-mail and appearing in any one or more forms of any kind, including

print, typescript and manuscript, and "Written" shall have a corresponding

meaning.

2.3. If any provision in a definition is a substantive provision conferring rights or imposing

obligations on any interested party, notwithstanding that it is only in the interpretation clause,

effect shall be given to it as if it were a substantive provision of this Trust Deed.

2.4. Any reference to an enactment or subordinate legislation is to that enactment or subordinate

legislation as at the Signature Date and as amended or re-enacted from time to time.

2.5. Where 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.

2.6. The rule of construction that a contract shall be interpreted against the party responsible for

the drafting or preparation of such contract, shall not apply.

2.7. The words "include", "including" and "in particular" shall be construed as being by way of

example or emphasis only and shall not be construed as, nor shall they take effect as,

limiting the generality of any preceding word/s.

ESTABLISHMENT AND OBJECT OF THE TRUST

3.1 . There is hereby established the Sasol lnzalo Public Facilitation Trust.

3.2. The Trust has been established with the principal aims of:

LJ

0 0 D D 0 D 0 D 0 0 B 0 0 D 0 0 0 D 0 s

4.

5.

7

3.2.1. subscribing for such number as notified in Writing by Sasol, holding and

Disposing of the Public lnvestco Ordinary Shares and/or the Sasol Ordinary

Shares (as the case may be) as directed by Sasol, pending the identification

and selection of the appropriate Black Person/s by Sasol to acquire those

Public lnvestco Ordinary Shares and/or the Sasol Ordinary Shares (as the case

may be) thereby facilitating the acquisition of those Public lnvestco Ordinary

Shares and/or the Sasol Ordinary Shares (as. the case may be ) by the

appropriate Black Person/s;

3.2.2. acquiring, holding and Disposing of any Public lnvestco Ordinary Shares and/or

the Sasol Ordinary Shares {as the case may be) which any Shareholder is

obliged to Dispose of in terms of the relevant Application Form, pending the

identification and selection by Sasol of other appropriate Black Persons to

acquire those Public lnvestco Ordinary Shares and/or the Sasol Ordinary

Shares (as the case may be} thereby facilitating the acquisition of those Public

Investec Ordinary Shares and/or the Sasol Ordinary Shares {as the case may

be) by the appropriate Black Person/s;

3.2.3. completing and signing an Application Form in respect of any Public lnvestco

Ordinary Shares and/or the Sasol Ordinary Shares (as the case may be} as

contemplated in clause 3.2.1 and exercising all its rights and performing all its

obligations thereunder.

1.4. The Trust shall be administered by the Trustees for the benefit of the Beneficiary and in the

manner and upon the terms and conditions set out in this Trust Deed.

DONATION TO THE TRUST

4.1. Sasol irrevocably donates to the Trustees R 100,00 (one hundred rand) on the conditions

and subject to the trust herein set out.

4.2. The donation in clause 4.1 shall be owned by the Trustees in their official capacity, but

always subject to the terms of this Trust Deed.

FUNDING OF THE TRUST

5.1. Sasol shall make capital contributions and/or provide loans to the Trust or procu~re~!!!!!!!8......

third party makes capital contributions and /or provide loans to. the Trust for the

of enabling the Trust to achieve its objectives as set out in clause 3.2 un s

LI

0 0 0 0 D D D

0 D

0 0 0 0 0 D

0 D

D D 8

6.

7.

8

shall not be distributed to the Beneficiary, but shall be fully utilised by the Trust before Sasol

is obliged to make any further capital contribution as contemplated in this clause 5.1.

5.2. Sasol shall further be obliged to give any guarantee or indemnity in respect of any of the

Trust's liabilities or obligations.

FIRST TRUSTEE

Zamile Denga is appointed by Sasol as the First Trustee of the Trust and by his signature hereto,

accepts the appointment and the said donation. The First Trustee undertakes to commence carrying

out all the duties, functions and obligations incumbent upon him hereunder as soon as the Master

has issued the letter of authority to him.

TRUSTEES

7.1. Number and Composition of Trustees

7.1.1. Save as may otherwise be required by the Codes and/or the Charter, there shall

at all times be at least 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 Black People who are not trustees or beneficiaries

of the Beneficiary and one of whom must be a Black woman.

7.1.2. At least 50% (fifty) percent of the Trustees must be independe~t persons who

are not employed by the Beneficiary nor Sasol nor must they have any direct or

indirect interest in Sasol or the Beneficiary.

7.1.3. The Trustees aside from the Trustee appointed by Sasol from time to time shall

be appointed, removed and replaced by the Beneficiary by Written notice to the

Trustees then in office. The Beneficiary shall be obliged to exercise the right of

appointing Trustees as necessary from time to time. The first 2 (two) Trustees

to be appointed by the Beneficiary, shall be appointed by the Beneficiary within

a period of 6 (six) months from the Signature Date. Sasol may from time to time

remove and replace any Trustee appointed by it (by Written notice to the

Trustees then in office, unless there is no other Trustee then in office).

7.1.4. If there are less than 3 (three) Trustees in office due to Sasol and/or the

Beneficiary not exercising its right of appointment (in . the case af..!!8"~1U.e

despite its obligation to do so in clause 7.1.3), then until it does

in office shall assume a person/s to act with them.

L

[J

0 r [f

0 0 0 0 0 0 0 0 0 D 0 0 D D D 0

7.2. Qualification, Disqualification of Trustees

7.2.1. Notwithstanding anything to the contrary contained in this clause 7.2 the

following persons shall be disqualified from acting as Trustee, and any Trustee

in office from time to ti!l'e that falls to be disqualified in terms hereof, shall be

deemed to have ipso facto resigned:

7.2.1.1.

7.2.1 .2.

7.2.1.3.

7.2.1.4.

7.2.1 .5.

7.2.1.6.

7.2.1.7.

7.2.1.8.

any person who would be disqualified from acting as a director of a

company in terms of the Companies Act;

any person who is a trustee or beneficiary of the Beneficiary;

any person removed from any office of trust on account of

misconduct;

any person whose estate has been sequestrated and has not yet

been rehabilitated;

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;

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);

any person who has been .dismissed from the employ of Sasol for

any reason whatsoever; and

any person whose appointment would in any way adversely impact

the points which Sasol may otherwise have been entitled to earn

under the BEE Scorecard.

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

7.2.2.1 . he becomes disqualified in terms of clause 7.2.1;

1 n ~ rj

l n l 0 0 J LJ

1

J

u 0 0 D 0 D

8

8.

7.2.2.2.

7.2.2.3.

7.2.2.4.

7.2.2.5.

10

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;

he dies;

he fails without being excused by the remaining Trustees to attend

3 (three) consecutive meetings of the Trustees; or.

if he is employed by Sasol or the Beneficiary, his employment is

terminated for any reason whatsoever by Sasol or the Beneficiary

(as the case may be).

7.2.3. No Trustee shall have the right during his lifetime or by last will to appoint his

successor or an alternative Trustee to serve as Trustee in his place and stead.

POWERS OF TRUSTEES

8.1. The Trustees shall have the following powers:

8.1.1. to perform all of their obligations contemplated in clause 11;

8.1.2. to borrow money from Sasol or any third party approved by Sasol in order to

subscribe for and/or acquire any of the Public Investec Ordinary Shares and/or

the Sasol Ordinary Shares (as the case may be) contemplated in clauses 3.2.1

and 3.2.2;

8.1.3. subject to authority having been conferred upon them by Sasol, to invest the

surplus moneys of the Trust in investments with any one or more of Nedbank

Limited, ABSA Bank Limited, Standard Bank Group Limited and First National

Bank Limited , on such terms and in such manner as they in their discretion

may determine provided always that the Trust does not incur any liability of

whatsoever nature from making such investment;

8.1.4. instead of acting personally to employ, as far as may reasonably be necessary,

and to pay, any legal adviser or any other person tc:i transact any business or do

any act of whatsoever nature required to be done pursuant to this Trust Deed,

including the receipt and payment of money, may be so el'T)ployed to act and

shall be entitled to charge and be paid by the Trust all reasonable pr. ~ ~

charges for any business or act done by him/her/it or his/h tf · '!)-

pursuance of this Trust Deed;

J n l l

J J'. J

~

[]

Li J 0 LJ

J J J J 8 J l

8.2.

8.1.5. to delegate to any person the performance of all or any acts or the exercise of

all or any discretions which they are entitled to perform or exercise under this

Trust Deed but without relieving them of their responsibility or accountability in

terms hereof;

8.1.6. from time to time to use any voting rights attached to the any Public Investec

Ordinary Shares and/or the Sasol Ordinary Shares (as the case may be) in any

such manner as they may consider in the best interests of the Trust and to

cause such change to be made in the board of directors or in the other officers

of Public lnvestco and/or Sasol (as the case may be) as they may consider to

be in the best interests of the Trust and they shall be entitled to appoint or

cause to be appointed either one or more of themselves as such directors or

officers or cause some other person or persons to be so appointed on the basis

that such persons will act as nominees for the Trustees with, the right to receive

and retain remuneration for their seivices as directors or officers;

8.1.7. to carry out any administrative functions for the Trust;

8.1.8. subject to the Statutes, to open and operate accounts of all descriptions with

any registered bank;

8.1.9.

8.1.10.

8.1.11.

8.1.12.

8.1.13.

to draw, accept, make or endorse cheques, bills of exchange or promissory

notes for and on behalf of the Trust;

to exercise such further rights, powers and authorities as may from time to time

be conferred upon them by Written notice from Sasol;

to procure the audit of the Trust's books and records by the auditors of the

Trust;

to undertake or carry out any other activity or perform any other obligation

approved in Writing by Sasol and permissible under this Trust Deed; and

to attend shareholders' meetings of Public Investec or Sasol.

Without prejudice to anything aforesaid, the Trustees shall have locus standi in judicio and

be capable of bringing, defending, opposing, withdrawing, settling and/or otherwise acting in

connection with any proceedings whatsoever in or before any court, or in any arb·

before any other forum, provided that all costs reasonably incurred by them · t r-~~,,,_...l,.t...

shall be for the account of the Trust.

0 D' 0 J I

~

J J J u 0 J

12

9. VESTED RIGHT OF BENEFICIARY AND DISTRIBUTIONS TO THE BENEFICIARY

9.1. The Beneficiary shall have a vested right to the Trust Capital and the Trust Income from the

inception of the Trust, but distributions shall be made only in accordance with clause 9.2.

9.2. The Beneficiary shall only become entitled to the distribution of the whole or any portion of

the Trust Fund pursuant to the unanimous decision of the Trustees.

10. DAY-TO-DAY ADMINISTRATION

11 .

The day-to-day administration of the affairs of the Trust shall, at the election of Sasol, be undertaken

on behalf of the Trustees by Sasol itself, or by an independent person appointed, removed and

replaced from time to time by Sasol. If Sasol appoints an independent person to undertake the

day-to-day administr.ation of the Trust, Sasol shall bear the costs of such independent person so

appointed . ..

OBLIGATIONS OF THE TRUSTEES

The Trustees shall:

11 .1. subscribe 'tor the Public lnvestco Ordinary Shares and/or the Sasol Ordinary Shares (as the

case may be) as contemplated in clause 3.2.1;

11 .2. acquire any Public Investec Ordinary Shares and/or the Sasol Ordinary Shares (as the case

may be) which any Shareholder is obliged to dispose of in terms of the conditions contained

in the relevant Application Form. For the purposes of the acquisition referred to herein, the

Trµstees acknowledge that the Trust shall be deemed to have accepted any offer for the

acquisition of the Public lnvestco Ordinary Shares and/or the Sasol Ordinary Shares (as the

case may be) as contemplated in the relevant Application Form, and that the Trustees have

no discretion in that regard;

11 .3. Dispose of any Public Investec Ordinary Shares and/or Sasol Ordinary Shares (as the case

may be) subscribed for as contemplated in clause 11.1 or acquired as contemplated in

clause 11.2 when directed by Sasol to the Black Person/s selected by Sasol and at the

subscription or purchase price (as the case may be) , and on the other terms and conditions

directed by Sasol to the Trustees;

11 .4. not contravene the provisions of the Charter and/or the Codes;

11 .5. not incur any liabilities save as contemplated in this Trust deed and those ·

11 .6. not Encumber any of its assets;

r

l

T ,

L1.

G

n l

B

12.

13

11. 7. prepare or shall procure that a set of financial statements of the Trust in respect of each

financial year is prepared, which statements shall be signed by the Trustees and reported on

by the auditors of the Trust;

11.8. report to Sasol on a quarterly basis on all the activities of the Trust. Notwithstanding this

clause 11.8, the Trustee appointed by Sasol shall be entitled but not obliged to report to

Sasol on the activities ·of the Trust at any time.

PROCEEDINGS OF TRUSTEES

12.1. For so long as the First Trustee contemplated in clause 6 (First Trustee) remains the sole

Trustee, she:

12.1.1. shall be entitled to act for and on behalf of the Trust;

12.1.2. alone may pass a resolution in Writing without a need for convening a meeting.

12.2. After the appointment of any additional trustee/s as contemplated in clause 7.1, 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.

12.3. The Trustees shall meet together for the dispatch of business, adjourn and otherwise

regulate their meetings as they deem fit.

12.4. 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.

12.5. A quorum for the purposes of meetings of the Trustees shall be constituted if the Trustee

appointed by Sasol and at least 1 (one) Trustee appointed by the Beneficiary are present at

such meeting. 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 no later than 14 (fourteen) days

after the date of the meeting) at the same time and place such place not available, at such

other place as the Trustees may determine}, and all the Trustees shall be notified~o~f!!!!!. ~~

date, time and place of the adjourned meeting. If at such adjournment of any sue

a quorum is not present within 30 (thirty) minutes from the time appointed for th a~~mn1v-~

meeting, those present at such meeting shall constitute a quorum. The ag

} ., ') .

l

J1

\ I '

'

u

I

u

c 0 0 0 0 0

12.6.

12.7.

14

adjourned meeting shall be the same agenda as for the meeting which was originally

scheduled.

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 be unanimous.

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.

12.8. The Trustees shall keep minutes of their meetings in Writing and all resolutions passed by

the Trustees shall be duly signed by a majority Trustees.

13. ACCOUNTING MATTERS, AUDIT AND BANKING AND OTHER ACCOUNTS

13.1. Proper books of account of the Trust shall be kept and such books, together with all other

papers and documents connected with or relating to the Trust, shall be kept at such place as

may be agreed upon by the Trustees and the same shall at all times be accessible to each

of the Trustees.

13.2. The Trustees shall immediately upon the coming into operation of this Trust Deed appoint an

auditor or auditors who shall hold office for such time and subject to such conditions as may

be determined by the Trustees and who may from time to time be replaced by the Trustees,

it being the intention, however, that there shall at all times be an auditor of the Trust. It is

specifically recorded that for so long as Sasol is obliged to consolidate the financial

statements of the Trust, the auditors of the Trust shall be one of Sasol's auditors. Every

auditor of the Trust shall have the right of access at all times to the books of account,

vouchers and records of the Trust, and shall be entitled to require from the Trustees such

information and explanations as may be necessary for the performa:ice of the duties of the

auditors. A Trustee or any firm of which a Trustee Is a partner or member shall be

competent and qualified to act as auditor of the Trust.

13.3. All moneys received on behalf of the Trust shall be deposited in one or more accounts with

registered banks to be maintained by the Trustees with such branch or branches of such

banks as they may deem fit, and all payments to be made on behalf of the Trust shall be

made by cheque drawn on such account or on one of such accounts or by cheque issued by

the bank with which a particular account is operated. Deposits may be the OE .s

signature of 1 (one) Trustee, but all operations upon the said accounts or ~;OIJ~m~~~

in accordance with resolutions passed by the Trustees from time to 1

resolution, upon the signatures of 2 (two) Trustees then acting.

l I

J

n (I i 1

l j .

0 [

0 [l

0 0 0

15

14. EXEMPTIONS

14.1.

14.2.

The Trustees (including any person assumed or appointed in the place of any Trustee) 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,

as provided for in any law now in force or to come into force relating to trusts and the

protection of trust moneys, and the Master and any such other person, body or authority are

hereby directed to dispense with "such security.

No Trustee shall be disqualified by his office from contracting with the Trust or any company

in which the Trust is interested nor shall any contract entered into by the Trust or any such

company in which any Trustee may be interested be invalidated or voided by reason of such

interest, nor shall any Trustee so contracting or being so interested or acquiring any benefit

under any contract entered into with the Trust or any such company be liable to account to

the Trust for any profits or benefits realized by or under such contract by reason only of

his/her holding that office: provided that he/she shall have disclosed to the remaining

Trustees the full nature of her interest before the making of the contract if it shall not already

have been known to her/him or them. For purposes of this clause 13.2, any Trustee

contracting with the Trust or any company in which the Trust is interested shall recuse

himself from any discussions in relation to such contracts by the Trustees.

14.3. Subject to the Statutes -

14.3.1.

14.3.2.

14.3.3.

14.3.4.

no Trustee shall be liable to make good to the Trust or the Beneficiary any loss

occasioned or sustained by any cause, howsoever arising, except such loss as

may arise from or be occasioned by his/her/its own personal dishonesty or other

wilful misconduct or gross negligence;

no Trustee shall be liable for any act of dishonesty or other misconduct

committed by any other Trustee unless she/he knowingly allowed it or was an

accessory thereto;

the Trustees shall be indemnified out of the Trust Fund against all claims and

demands of whatsoever nature, other than claims that may arise from or be

occasioned by her/his/its own personal dishonesty or other wilful misconduct or

gross negligence, that may be made upon them arising out of the exercise or

purported exercise of any of the powers hereby conferred upon 0~~...,

I .

' J

0 u

l

15.

16

found that some other person or persons is or are entitled thereto hereunder,

the Trustees shall nevertheless not be responsible for the moneys so paid.

NO REMUNERATION FOR TRUSTEES AND PAYMENT OF COSTS

15.1. The Trustees shall not be remunerated for their services as Trustees.

15.2. The Trustees shall be entitled to be reimbursed from the Trust for all reasonable expenses

incurred by them in and about the execution of their duties as Trustees including, if for any

reason they are at any time required to furnish security, the costs from time to time of

furnishing security.

16. APPLICATION OF THE TRUST FUND

16.1. The Trustees shall apply or expend the whole or any portion of the Trust Fund in:

16.1.1.

16.1 .2.

16.1.3.

repaying any amounts owing to Sasol or the third parties contemplated in

clause 5 (Donation to the Trust) by the Trust;

paying costs as contemplated in clause 16.3;

in making payments to the Beneficiary pursuant to the unanimous decision of

the Trustees in their discretion.

16.2. All distributions made by the Trustees shall be irrevocable and unconditional and be subject

to the terms of this Trust Deed.

16.3. All costs and expenses of the Trust shall be borne by the Trust out of Trust Income. If there

is any shortfall, Sasol shall pay same to the Trust by way of capital contributions or Joans.

17. PROTECTION OF BENEFICIARY'S RIGHTS AND INTERESTS

17.1. No rights, entitlements or interest of the Beneficiary under this Trust and no part thereof shall

be attachable by any creditor of the Beneficiary or vest in its Trustee in insolvency and ·if

prior to any payment being made to any Beneficiary it shall have committed or suffered any

act, default or process of law (other than a cession, assignment, pledge or other

encumbrance which the Trustees have not refused to recognise in terms of clause 17.3),

whereby such rights, entitlements or interests or any part thereof would but for the_ provisions

of this clause 17.1 become vested in or payable to any other party or

Beneficiary shall be declared insolvent or if an attachment is made or ex

or against the rights, entitlements or interests of the Beneficiary or any p

in any or all of such cases the rights, entitlements or interests of the Ben~~~nmm""'4il:"

]

L

i I

i J

17

under this Trust shall immediately and entirely thenceforth ipso facto cease in which event

Sasol shall be entitled to introduce new Beneficiaries as it deems fit.

17.2. Any amounts that have vested in and been paid to the Beneficiary are excluded from the

operation of clause 17.1 .

17.3. The Trustees shall be entitled to refuse to recognise and to treat as null and void any

cession, assignment or pledge of the rights of the Beneficiary hereunder. The Trustees may

refuse to make any payment otherwise than direct to or on behalf of or for the benefit of the

Beneficiary under this Trust Deed.

18. DISSOLUTION OF THE TRUST

18.1.

18.2.

During the Designated Period, the Trust shall not be capable of being dissolved.

After the Designated Period, the Trust shall be dissolved upon a resolution to that effect by

the Trustees and the balance of the Trust Fund, after the settlement of all the Trust's

liabilities, shall be distributed to the Beneficiary unless Sasol provides a Written direction to

the Trustees not to dissolve the Trust.

19. AMENDMENT OF TRUST

This Trust Deed may only be amended by the unanimous decision of the Trustees with the prior

Written approval of Sasol.

20. 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 :...A;l!J!lte!!!!r!!!!!!!~

Dispute Resolution Association of South Africa (or its successor body). The m-~fjj~-!&tl~

terminate upon any one of the disputants withdrawing or the mediator informing the d. p .rai'il§:i~t:-tA4.

the mediator's opinion, no useful purpose will be achieved in continuing the

communications made by the disputants to the mediator or to each other during or in

j

1 ]

]

1 0

J

18

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:

20.1. be entitled to communicate and meet with any disputant either in the presence of the other

disputanVs or in private;

20.2. 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;

20.3. act impartially and disclose to the disputants any relationship or dealings which the mediator

may have had with any of the disputants;

20.4. not make any decision which is binding upon the disputants, the resolution of the dispute

depending entirely upon the disputants achieving agreement pursuant to clause 21.1;

20.5. 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.

21. ARBITRATION

21 .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:

21 .1.1.

21 .1.2.

21 .1.3.

21 .1.4.

21 .1.5.

the interpretation of; or

the carrying into effect of; or

any of the parties' rights and obligations arising from; or

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

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

submitted to and decided by arbitration.

21 .2. That arbitration shall be held :

22.

21.2.1.

21 .2.2.

21 .2.3.

19

with only the parties and their representatives (including their legal

representatives), present thereat;

at Johannesburg o~ Sandton.

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.

1.5. 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.

21 .3. 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.

21 .4. The parties shall keep the evidence in the arbitration proceedings and any order made by

any arbitrator confidential unless otheiwise contemplated herein.

21 .5. The arbitrator shall be obliged to give his award in Writing fully supported by reasons.

21 .6. 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.

21 . 7. 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.

DOMICILIUM CITANDI ET EXECUTANDI

22.1. 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:

22.1.1. Sasol:

Physical: 1 SturdeeAvenue

Rosebank

1

n I

n

'l

J

J

J

22.1 .2.

Postal:

Telefax:

E-mail

Johannesburg

2196

PO Box 5486

Johannesburg

2000

011 788 5091

SasolHR@Sasol.com

Marked for the attention of the Company Secretary

the Trustees:

Physical: 1 Sturdee Avenue

Rosebank

Johannesburg

2196

Postal: P 0 Box 5486

Johannesburg

2000

Telefax: 011 788 5091

E-mail SasolHR@Sasol.com

Marked for the attention of the Company Secretary

.20

22.2. 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.

22.3. Either Sasol 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 51h .(fifth) Business Day from the deemed receipt of the notice by the other

party.

22.4. Any notice to a party:

22.4.1.

deemed to have been received on the day of delivery unles

proved;

m\Am\

UJ

d 1

0 !

d ·' ;;

For:

22.4.2.

22.4.3.

21

sent by telefax to its chosen telefax number stipulated in clause 22.1 shall be

deemed to have been received on the date of dispatch (unless the contrary is

proved);

sent by e-mail to its chosen e-mail address stipulated in clause 22.1, shall be

deemed to have been received on the date of despatch (unless the contrary is

proved}.

22.5. 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.

Signature: wh.o ~,, &4.\'t"t:f ~ j1.,i: ....; ~ 4-~~~<Jd:o.

Name: CAR/NE \AN DeN. BER'1 Date: IQ ~tJt, lo A PR.l L '1.oog Place: Rose-BA-NK

Witness:

Witness:

I

I l l

22

Signature:

Name: ZAMILE DENGA

Date:

Place:

Witness:

Witness:

[]

G

J J D .

i

J u 0 0

TABLE OF CONTENTS

I Clause number and description Page I 1. NAME. REGISTRATION OF PROPERTY AND LEGAL PROCEEDINGS ............................. .................. 2

2. I ITTERPR ET A TION ............ ., .. ..... ..... .. ........ ..... ............................................. ........................................... 2

3. ESTABLISHMENT AND OBJECT OF THE TRUST ........ .............. .................................... ...... ................ 6

4. DONATION TO THE TRUST ............................ ........................................ .................... ." .......... .. ............. 7

5. FUNDING OF THE TRUST ............................. ......... .. .......................................... .................................... 7

6. FIRST TRUSTEE ......................................................... c-. ..... .. .... ................................... ........ ........... .. ..... 8

1·. TRUSTEES .................................... ......................................... ................................................................. 8

8. POWERS OF TRUSTEES ...... .. ...... ... ...................................................................... ~ ............................. 10

9. VESTED RIGHT OF BENEFICIARY AND DISTRIBUTIONS TO THE BENEFICIARY ....... ... ...... ... ..... 12

10. DAY-TO·OAY ADMINISTRATION .... .. ....... ... ...... ................................................................... ................ . 12

11. OBLIGATIONS OF THE TRUSTEES ............... ............... .. ........... ....................................... ..... ........ .. .. . 12

12. PROCEEDINGS ·OF TRUSTEES ... ................................................... ........................ ........................... 13

13. ACCOUNTING MATTERS, AUDIT ANO BANKING ANO OTHER ACCOUNTS ................................. 14

14. EXEMPTIONS .............. ......... ....................................................................................................... ......... 15

15. NO REMUNERATION FOR TRUSTEES ANO PAYMENT OF COSTS .. .... .................................. ....... 16

16. APPLICATION OF THE TRUST FUND ... ................................... ....................................................... ... 16

17. PROTECTION OF BENEFICIARY'S RtGHTS AND INTERESTS .................. ............................... ....... 16

18. DISSOLUTlON OF THE TRUST ................. ........................................... .. .............................................. 17

19. · ~ENDMENT OF TRUST ................................................ ....................................................... , ............. 17

20. MEDIATION ............................................ .... ............ .... ... ..................... ... ............................................... 17

· 21. ARBITRATION ....... ... ._ ................................ ..... ...... .... .......................... ..... ...................... ................. ....... 18

22. OOMICILIUM CITANDI ET EXECUTANDI .... .................... .. ........................................................... ....... 19