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TABLE OF CONTENTS
Item 17. FINANCIAL STATEMENTS
As filed with the Securities and Exchange Commission on 24 August 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934for the year ended 30 June 2020 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 001-31615
Sasol Limited
(Exact name of registrant as Specified in its Charter)
Republic of South Africa
(Jurisdiction of Incorporation or Organisation)
Sasol Place, 50 Katherine Street, Sandton, 2196
South Africa
(Address of Principal Executive Offices)
Paul Victor, Chief Financial Officer, Tel. No. +27 10 344 7896, Email paul.victor@sasol.com
Sasol Place, 50 Katherine Street, Sandton, 2196, South Africa
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
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American Depositary Shares | SSL | New York Stock Exchange | ||
Ordinary Shares of no par value* | SSL | New York Stock Exchange | ||
4,50% Notes due 2022 issued by Sasol Financing International Limited | SOLJAS | New York Stock Exchange | ||
5,875% Notes due 2024 issued by Sasol Financing USA LLC | SOLJL | New York Stock Exchange | ||
6,50% Notes due 2028 issued by Sasol Financing USA LLC | SOLJL | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
632 365 757 Sasol shares comprising
626 034 410 Sasol ordinary shares of no par value
6 331 347 Sasol BEE ordinary shares of no par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232 405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o | Emerging growth company o |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o |
International Financial Reporting Standards as issued
by the International Accounting Standards Board ý |
Other o |
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
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We are incorporated in the Republic of South Africa as a public company under South African company law. Our audited consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).
As used in this Form 20-F:
We present our financial information in rand, which is our reporting currency. Solely for your convenience, this Form 20-F contains translations of certain rand amounts into US dollars at specified rates as at and for the year ended 30 June 2020. These rand amounts do not represent actual US dollar amounts, nor could they necessarily have been converted into US dollars at the rates indicated.
All references in this Form 20-F to "years" refer to the financial years ended on 30 June. Any reference to a calendar year is prefaced by the word "calendar".
Besides applying barrels (b or bbl) and standard cubic feet (scf) for reporting oil and gas reserves and production, Sasol applies the Système International (SI) metric measures for all global operations. A ton, or tonne, denotes one metric ton equivalent to 1 000 kilograms (kg). Sasol's reference to metric tons should not be confused with an imperial ton equivalent to 2 240 pounds (or about 1 016 kg). Barrels per day, or bpd, or bbl/d, is used to refer to our oil and gas production.
In addition, in line with a South African convention under the auspices of the South
African Bureau of Standards (SABS), the information presented herein is displayed using the decimal comma (e.g., 3,5) instead of the more familiar decimal point (e.g., 3.5) used in the UK, US and elsewhere. Similarly, a hard space is used to distinguish thousands in numeric figures (e.g., 2 500) instead of a comma (e.g., 2,500).
All references to the "group", "us", "we", "our", "company", or "Sasol" in this Form 20-F are to Sasol Limited, its group of subsidiaries and its interests in associates, joint arrangements and structured entities. All references in this Form 20-F are to Sasol Limited or the companies comprising the group, as the context may require. All references to "(Pty) Ltd" refers to Proprietary Limited, a form of corporation in South Africa which restricts the right of transfer of its shares and prohibits the public offering of its shares.
All references in this Form 20-F to "South Africa" and "the government" are to the Republic of South Africa and its government. All references to the "JSE" are to the JSE Limited or Johannesburg Stock Exchange, the securities exchange of our primary listing. All references to "SARB" refer to the South African Reserve Bank. All references to "PPI" and "CPI" refer to the South African Producer Price Index and Consumer Price Index, respectively, which are measures of inflation in South Africa. All references to "GTL" and "CTL" refer to our gas-to-liquids and coal-to-liquids processes, respectively.
Unless otherwise stated, presentation of financial information in this annual report on Form 20-F will be in terms of IFRS. Our discussion of business segment results follows the basis used by the President and Chief Executive Officer (the company's chief operating decision maker) for segmental financial decisions, resource allocation and performance assessment, which forms the accounting basis for segmental reporting, that is disclosed to the investing and reporting public.
"Financial Review" means the Chief Financial Officer's Performance Overview included in Exhibit 99.3.
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"Headline earnings per share (HEPS)" refers to disclosure made in terms of the JSE listing requirements.
"Core headline earnings per share (CHEPS)" refers to a disclosure based on HEPS above, calculated by adjusting headline earnings with non-recurring items, earnings and losses of significant capital projects (exceeding four billion rand) which have reached beneficial operation and are still ramping up, all translation gains and losses (realised and unrealised), all gains and losses on our derivatives and hedging activities (realised and unrealised), and share-based payments on implementation of Broad-Based Black Economic Empowerment (B-BBEE) transactions. Period close adjustments in relation to the valuation of our derivatives at period end are to remove volatility from earnings as these instruments are valued using forward curves and other market factors at the reporting
date and could vary from period to period. We believe core headline earnings is a useful measure of the group's sustainable operating performance. However, this is not a defined term under IFRS, should not be viewed as a substitute for earnings for the year or earnings per share and may not be comparable with similarly titled measures reported by other companies. The aforementioned adjustments are the responsibility of the directors of Sasol. The adjustments have been prepared for illustrative purposes only and due to their nature, core headline earnings may not necessarily be indicative of Sasol's financial position, changes in equity, results of operations or cash flows.
"EBIT" refers to earnings before interest and tax.
"LBIT" refers to loss before interest and tax.
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We may from time to time make written or oral forward-looking statements, including in this Form 20-F, in other filings with the US Securities and Exchange Commission, in reports to shareholders and in other communications. These statements may relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future prospects, developments and business strategies. Examples of such forward-looking statements include, but are not limited to:
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Words such as "believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could", "may", "endeavour", "target", "forecast" and "project" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections and other forward-looking statements will not be achieved. If one or more of these risks materialise, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated in such forward-looking statements. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include among others, and without limitation:
The foregoing list of important factors is not exhaustive; when relying on forward-looking statements to make investment decisions, you should carefully consider the foregoing factors and other uncertainties and events, and you should not place undue reliance on forward-looking statements. Forward-looking statements apply only as of the date on which they are made and we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. See "Item 3.DRisk factors"
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ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
We are a public company incorporated under the company law of South Africa. Most of our directors and officers reside outside the US, principally in South Africa. You may not be able, therefore, to effect service of process within the US upon those directors and officers with respect to matters arising under the federal securities laws of the US.
In addition, most of our assets and the assets of most of our directors and officers are located outside the US. As a result, you may not be able to enforce against us or our directors and officers judgements obtained in US courts predicated on the civil liability provisions of the federal securities laws of the US.
There are additional factors to be considered under South African law in respect of the enforceability in South Africa (in original actions or in actions for enforcement of judgements of US courts) of liabilities predicated on the US federal securities laws. These additional factors include, but are not necessarily limited to:
Based on the foregoing, there is no certainty as to the enforceability in South Africa (in original actions or in actions for enforcement of judgements of US courts) of liabilities predicated on the US federal securities laws.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
3.A Selected financial data
The following information should be read in conjunction with "Item 5Operating and financial review and prospects" and the consolidated financial statements, the accompanying notes and other financial information included elsewhere in this annual report on Form 20-F.
The financial data set forth below for the years ended as at 30 June 2020 and 2019 and for each of the years in the three-year period ended 30 June 2020 has been derived from and should be read in conjunction with our audited consolidated financial statements included in Item 18.
Financial data as at 30 June 2018, 2017 and 2016, and for the years ended 30 June 2017 and 2016 have been derived from the group's previously published audited consolidated financial statements, which are not included in this document.
The audited consolidated financial statements from which the selected consolidated financial
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data set forth below have been derived were prepared in accordance with IFRS.
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30 June
2020(1) |
30 June
2019(1)(2) |
30 June
2018(1)(2) |
30 June
2017(1)(2) |
30 June
2016(1)(2) |
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(Rand in millions)
(except per share information and weighted average shares in issue) |
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Income Statement data: |
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Turnover |
190 367 | 203 576 | 181 461 | 172 407 | 172 942 | |||||||||||
(Loss)/earnings before interest and tax |
(111 030 | ) | 9 697 | 17 747 | 31 705 | 24 239 | ||||||||||
(Loss)/earnings attributable to owners of Sasol Limited |
(91 109 | ) | 4 298 | 8 729 | 20 374 | 13 225 | ||||||||||
Statement of Financial Position data: |
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Total assets |
479 162 | 469 968 | 439 235 | 398 939 | 390 714 | |||||||||||
Total equity |
159 248 | 225 795 | 228 608 | 217 234 | 212 418 | |||||||||||
Total liabilities |
319 914 | 244 173 | 210 627 | 181 705 | 178 296 | |||||||||||
Share capital(3) |
9 888 | 9 888 | 15 775 | 29 282 | 29 282 | |||||||||||
Per share information (rand): |
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Basic (loss)/earnings per share |
(147,45 | ) | 6,97 | 14,26 | 33,36 | 21,66 | ||||||||||
Diluted (loss)/earnings per share |
(147,45 | ) | 6,93 | 14,18 | 33,27 | 21,66 | ||||||||||
Dividends per share(4) |
| 5,90 | 12,90 | 12,60 | 14,80 | |||||||||||
Weighted average shares in issue (in millions): |
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Average shares outstandingbasic(5) |
617,9 | 616,6 | 612,2 | 610,7 | 610,7 | |||||||||||
Average shares outstandingdiluted(6) |
622,3 | 620,3 | 615,9 | 612,4 | 610,7 |
3.B Capitalisation and indebtedness
Not applicable.
3.C Reasons for the offer and use of proceeds
Not applicable.
3.D Risk factors
The risks discussed below could have a material adverse effect, separately or in combination, on Sasol's business, operating results, cash flows and financial condition. Accordingly, investors should carefully consider these risks.
Further background and measures that we use when assessing various risks are set out in the relevant sections of this Report, indicated by way of cross references under each risk factor.
Our global operations expose us to the COVID-19 pandemic that may adversely affect our people and impact on business continuity, operating results, cash flows and financial condition
Sasol's global workforce, service providers, suppliers and customers are exposed to the COVID-19 global pandemic outbreak and are impacted in their wellbeing, safety and health, which has, directly and indirectly affected the continuity and safety of our operations. An increased rate of COVID-19 infections among our workforce, service providers, suppliers and customers, especially the elderly and high-risk employees and those suffering from comorbid chronic lifestyle diseases, and related impact on prices and demand for our products may have a material adverse effect on Sasol's business, operating results, cash flows and financial condition. A large portion of our South African workforce is directly or indirectly exposed to informal living environments where recommended hygiene and social distancing measures may be difficult to follow and where home quarantine and self-isolation may pose practical challenges. This risk may be further exacerbated by changes in laws and regulations in response to the COVID-19 pandemic, imposing restrictions on the movement of people and products/assets, as well as activities, that can be performed in the countries and jurisdictions in which Sasol operates and increasing the risk of availability of critical resources to continue operations. Our operations may be impacted by a potentially lower employee morale, resulting in disengagement and reduced productivity.
Additionally, COVID-19 could negatively affect our internal controls over financial reporting as a portion of our workforce is
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required to work remotely and therefore new processes, procedures, and controls could be required to respond to changes in our business environment. This is further exacerbated by the increased demand on employees as activities increase on our comprehensive response plan to conserve cash and optimise the business.
As the impact of COVID-19 continues to evolve, the outbreak and any potential second wave of the pandemic may continue to have, and also increase having, a negative impact on our performance. We expect that the ultimate magnitude of these disruptions, including the extent of their adverse impact on our financial and operational results, will be determined by the length of time that such disruptions continue, which will, in turn, depend on the duration of the pandemic, the time taken to develop a vaccine and the impact of governmental regulations that might be imposed in response to it. The most material challenges faced by Sasol are the ability to anticipate or model infection rates, local / regional / global spread patterns, recovery and mortality rates, potential for future recurrent infection waves and the resultant direct and indirect impacts on our business.
Sasol closely follows the development of the COVID-19 pandemic and monitors recommendations and guidance from the World Health Organization, Centres for Disease Control, and other national authorities in order to adapt Sasol's response as well as we reasonably can. The past months have shown that any such actions taken are not fully mitigating the effects of the pandemic on Sasol. A key challenge is the impact of the pandemic on the commodity markets, including the demand for our products, which is not under our control. As we cannot predict the spread of the virus and the impact on the economy in the countries in which we operate, COVID-19 may have an increasingly negative impact on our business, operating results, cash flows and financial condition, and even put Sasol's financial viability at risk.
The pandemic impacted, and continues to impact, all economies in which we operate. The current impact varies among the countries and it is difficult to predict the further development of such impact. A lockdown of business and social
activities in various countries led to a sharp decline in demand for, among others, fuel products which contributed to a further fall in the global crude oil price. In South Africa, the lockdown led to a destruction of the demand for fuels and kerosene. The South African market is the most important market for our fuel products which are a large part of Sasol's turnover. Therefore, we are particularly vulnerable to a sharp decline in demand for fuel products in South Africa and a decline of the crude oil price.
Please refer to "Item 5AOperating Results" for the impact of COVID-19 in the financial year ended 30 June 2020. The pandemic could have an increased level of material adverse effect on our business, operating results, cash flows and financial condition in the current financial year.
We may not be able to refinance, extend or repay our substantial indebtedness, which would have a material adverse effect on our financial condition and ability to continue as a going concern
Our financial results have been prepared assuming that we will continue as a going concern. Currently, we have substantial indebtedness due to the construction of our LCCP in the US. A number of short-term factors, including, among others, the global impact of COVID-19, the lower crude oil prices and the US/China trade dispute, are adversely affecting our business and financial condition.
We have launched a comprehensive response plan to mitigate the impact of these macroeconomic factors and fundamentally reposition Sasol to be competitive in a sustained low oil price environment. Nevertheless, we may not be able to generate sufficient cash flows from operations or have access to future debt or equity financing to pay our debt or to fund other needs, especially if the current challenging market conditions are extended or further deteriorate or if we are not able to achieve the projected benefits from our measures to reposition the company. This could negatively impact our liquidity position and we may not be able to continue as a going concern.
In the context of our response to the prevailing commodity price landscape and the
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impact of COVID-19, Sasol announced a series of measures to improve its balance sheet position on 17 March 2020. This included a potential rights offering of up to US$2 billion that Sasol will now pursue to execute in the second half of 2021 as its final step of the response plan, subject to prevailing operating and market conditions and the requisite approvals from Sasol shareholders. The rights issue should allow Sasol to operate sustainably within its covenant thresholds and deliver on its strategy going forward. If this rights offering were to proceed, the holders of Sasol's shares in certain jurisdictions, including the United States, may not be entitled to exercise relevant subscription rights. In such circumstances relevant holders may therefore incur dilution of their proportionate shareholding.
The potential rights offering announced on 17 March 2020 was underwritten on a standby basis. Pursuant to the standby underwriting agreement entered into by Sasol and the standby underwriters in March 2020, the standby underwriters have severally undertaken to underwrite their respective portion of the entire amount of the possible rights offer. There is no assurance that the standby underwriting arrangement will remain in force by the time of the launch of the rights offering, whether by expiration of the standby underwriting agreement or by early termination thereof. In the event that Sasol proceeds with the rights offering without the standby underwriting arrangement in place, it is possible that Sasol will not be able to procure underwriting for the rights offering at acceptable terms. Regardless of whether standby underwriting arrangements are in place or not, there can be no assurance that the rights offering will proceed on acceptable terms or at all. If that is the case, depending on Sasol's financial condition and the availability and terms of alternative sources of underwriting and/or financing, it is possible that it may have a material adverse effect on the price of Sasol's securities and on its status as a going concern.
In the event that we fail to raise enough proceeds through a combination of self-help measures, asset disposals and a rights issue to reduce our debt, we may not be able to meet the required maximum net debt to earnings before interest, tax, depreciation and amortisation
(EBITDA) level of 4,0 times for the six months ending 31 December 2020, and we may not be able to repay the US$1,0 billion syndicated loan that matures in June 2021.
We may not achieve our cash conservation targets
In response to the oil price collapse and the impact of the global pandemic, in March 2020, we launched a comprehensive response plan which aims to conserve US$6 billion cash for financial years 2020 and 2021, including self-help measures to conserve cash of $1 billion by 30 June 2020 and a further $1 billion by 30 June 2021. We made substantial progress with our self-help management actions, conserving more cash than our target of US$1 billion by 30 June 2020. Several core levers underpin our self-help measures. These levers include sustainable and unsustainable savings such as cash cost savings, gross margin and working capital improvements and capital expenditure reduction or deferment.
To ensure that we have the appropriate plans in place, with a high level of predictability, the targets and progress against plans are reviewed on a regular basis by the Group Executive Committee. While our comprehensive response plan is intended to protect cash over a relatively short period, certain initiatives implemented are anticipated to result in substantial longer-term cost savings. We have also implemented a bi-weekly executive cash review meeting to track the group's consolidated liquidity position by identifying all opportunities and risks across the business to improve the liquidity position.
Our ability to achieve our cash conservation targets are subject to a number of risks, contingencies and other factors, some of which are beyond our control. These risks, for example, relate to negative macroeconomic developments and a further deterioration of market conditions. Therefore, our actual cash conservation achieved may differ significantly from the current targeted amounts or may prove to be insufficient. If we are unable to realise the anticipated benefits from these cash conservation efforts, our business, operating results, financial condition and cash flows could be adversely affected.
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We may not achieve projected benefits of acquisitions or divestments
We may pursue acquisitions or divestments. With any such transaction, there is the risk that any benefits or synergies identified at the time of acquisition may not be achieved as a result of changing or inappropriate assumptions, materially different market conditions or other factors. Furthermore, we could be found liable, regardless of extensive due diligence reviews, for past acts or omissions of the acquired business without any adequate right of redress.
In addition, delays in the sale of assets, or reductions in value realisable, may arise due to changing market conditions and/or financial positions of buyers and sellers. Failure to achieve expected values from the sale of assets, or delays in expected receipt or delivery of funds may result in higher debt levels, the underperformance of those businesses and the loss of key personnel. This applies, in particular, to our accelerated asset disposal programme, which includes sizable assets in Sasol's portfolio with targeted proceeds of above US$2 billion.
As part of the asset review programme, the Group has identified numerous assets which could be disposed of, entirely or partially, and has embarked on various simultaneous initiatives to potentially dispose of these assets in a structured manner and at prices in line with the balance sheet, shareholder value and strategic objectives. Non-binding expressions of interest have been received in relation to some operations and assets which are expected to generate significant cash to enable the Group to meet its debt reduction milestones.
Good progress is being made with US$600 million of proceeds secured as at 30 June 2020. This includes the sale of a 51% interest in the explosives business by establishing a joint venture with Eneax and the sale of our indirect equity interest in the Escravos GTL project in Nigeria.
The Group has classified R78,7 billion as net assets and liabilities in disposal groups held for sale at 30 June 2020 and expects that these disposal transactions will be completed within the next 12 months. This includes the Secunda
Synfuels air separation units where exclusive discussions have been entered into with Air Liquide in relation to the sale of 16 air separation units at Secunda for R8,5 billion. As part of the comprehensive response plan, it was also announced that Sasol would explore the potential partnering options at our Base Chemicals assets in the US. This process has seen strong global interest and is now at an advanced stage. As a result of the decision to undertake a partnering process, the assets and liabilities relating to our Base Chemicals portfolio within Sasol Chemicals USA have been classified as disposal groups held for sale at 30 June 2020. Impairments of R72,8 billion (US$4,2 billion) have been recognised, reducing the carrying value of the disposable assets down to its fair value less cost to sell. A divestment process is also well underway with respect to our equity interests in the Republic of Mozambique Pipeline Investment Company (Pty) Ltd (ROMPCO) pipeline.
These activities may present further financial, managerial and operational risks including, but not limited to, diversion of management's attention from existing core businesses, difficulties integrating or separating personnel and financial and other systems, inability to effectively and immediately implement control environment processes across a diverse employee population, adverse effects on customer and supplier business relationships, potential disputes with buyers, sellers or partners, not realising fair value for our assets and/or resultant impairments of assets. Extensive negotiations will be required to execute the disposals on favourable transaction terms and there can be no assurance that the disposals will proceed. The impact of COVID 19 on market conditions could also lead to a generally depressed market for the sale of assets.
Our level of indebtedness and our ability to comply with any debt covenant could have a material adverse impact on our financial position and results and/or liquidity
We have a substantial amount of indebtedness. Our vulnerability to the adverse economic conditions brought about by COVID-19 is therefore increased. This increases the risk of not meeting the contractual provisions of our loan agreements.
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Our principal credit facilities contain restrictive covenants. These covenants limit, among other things, encumbrances on existing assets of Sasol and its subsidiaries, the ability of Sasol and our wholly-owned subsidiaries to incur incremental debt and the ability of Sasol and its subsidiaries to dispose of assets in certain circumstances. These restrictive and financial covenants could limit our operating and financial flexibility.
On 17 June 2020, we concluded amendment agreements with respect to our key loan agreements to (a) waive compliance with the net debt to EBITDA covenant for the last twelve months or measurement period ended 30 June 2020 and (b) increase the net debt to EBITDA covenant for the last twelve months or measurement period ending 31 December 2020 to 4,0 times, after which it will revert to a maximum level of 3,0 times as at 30 June 2021. In order for the amendments to be approved, lenders required several further terms and conditions, which are in force during the measurement periods affected by the amendments, to be incorporated as part of the amendment agreements, key of which are:
The current level of indebtedness and the contractual provisions in our loan agreements also limit our ability to obtain further debt financing. Should the company be unable to illustrate that it has sufficient access to liquidity, there will be an increased possibility of further downgrades to our credit rating and challenges to our ability to operate. Further downgrades to our credit rating will also adversely affect our cost of financing, restrict our ability to grow and may force us to make non-strategic divestments that could impact our long-term sustainability. A substantial portion of cash flows from operations is required to meet the payment of principal and interest on our
existing debt, which will limit our ability to use our cash flow for other purposes such as:
The majority of our debt is denominated in US dollars, exposing us to risks related to fluctuations in foreign currency to the extent that our US dollar cash generation is insufficient to service such debt, thus exacerbating the risks associated with our substantial financial leverage. In addition, our covenant reported as at each period end is highly sensitive to fluctuations in the closing rand/US dollar exchange rate due to the currency translation of US dollar debt to the rand reporting currency at period end.
We are exposed to a number of inherent business risks, including, for example, unplanned production outages, lower margins for our products, higher-than-anticipated capital requirements for projects under development, as well as other risks described in this section, any of which, or a combination of which, could cause us to breach our debt covenants during a reporting period. This risk is exacerbated by the COVID-19 pandemic and its impact on our turnover and profitability.
Failure to comply with any covenant would enable the lenders to accelerate repayment obligations and will lead to cross-defaults with the other facilities. Sasol's credit facilities have standard provisions whereby certain events relating to other borrowers within the Group could, under certain circumstances, lead to default and/or acceleration of debt repayment under the credit facilities and other borrowings. Should cross-default clauses be triggered, this will likely create liquidity pressures and create a risk for the sustainability of Sasol. In addition, the mere market perception of a potential breach of any financial covenant could have a negative impact on our share price and our ability to refinance indebtedness or the terms on which this could be achieved, which would place pressure on the validity of our going concern assumption.
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Our access to and cost of funding is affected by our credit rating, which in turn is affected by, among other factors, the sovereign credit rating of the Republic of South Africa
Sasol's credit rating is impacted by our business performance and leverage, as well as the financial policy and sovereign rating of the Republic of South Africa, and other factors such as global oil and chemical market conditions which may be outside of our control. In March 2020, Moody's Investor Services (Moody's) and S&P Global (S&P) downgraded Sasol to sub-investment grade.
South Africa's credit rating was downgraded by Moody's in March 2020 and by S&P in April 2020. In the future, Sasol's credit rating could also be further negatively impacted if the South African sovereign rating is further downgraded. In addition, Sasol's credit rating may be further downgraded if Sasol's credit metrics deteriorate outside the guidance provided by the rating agencies.
As a result of Sasol's downgrades:
Fluctuations in crude oil, natural gas, ethane and petroleum product prices and refining margins may adversely affect our business, operating results, cash flows and financial condition
Market prices for crude oil, natural gas, ethane and petroleum products fluctuate as they are subject to local and international supply and demand fundamentals and other factors over which we have no control. Worldwide supply conditions and the price levels of crude oil may be significantly influenced by general economic conditions; industry inventory levels; technology advancements; production quotas or other actions that might be imposed by international associations that control the production of a significant proportion of the worldwide supply of
crude oil; weather-related damage and disruptions; competing fuel prices and geopolitical risks, including warfare; especially in the Middle East, North Africa and West Africa.
During 2020, the dated Brent crude oil price averaged US$51,22/bbl and fluctuated between a high of US$69,96/bbl and a low of US$13,24/bbl. This compares to an average dated Brent crude oil price of US$68,63/bbl during 2019, when it fluctuated between a high of US$86,16/bbl and a low of US$50,21/bbl.
A substantial proportion of our turnover is derived from sales of petroleum, natural/piped gas and petrochemical products, prices of which have fluctuated significantly in recent years and are affected by crude oil prices, changes in the demand for products, the price and availability of substitute fuels, changes in product inventory, product specifications and other factors.
The South African government controls and/or regulates certain fuel prices. The pump price of petrol is regulated at an absolute level. Furthermore, maximum price regulation applies to the refinery gate price of liquefied petroleum gas (LPG) and the sale of unpacked illuminating paraffin. South African liquid fuels are valued using the "Basic Fuel Price" (BFP) mechanism. BFP is a formula-driven price that considers, among others, the international prices of refined products (petrol, diesel, jet fuel and illuminating paraffin), the rand/US dollar exchange rate and the logistical cost of transporting liquid fuels to South Africa. The BFP is then used as a component in the regulated prices that are published by the government on a monthly basis. Piped gas prices are regulated through the approval of maximum piped gas prices by the National Energy Regulator of South Africa (NERSA) from time to time.
Through our equity participation in the National Petroleum Refiners of South Africa (Pty) Ltd (Natref) crude oil refinery, we are exposed to fluctuations in refinery margins resulting from fluctuations in international crude oil and petroleum product prices. We are also exposed to changes in absolute levels of international petroleum product prices through our synthetic fuel operations.
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Prolonged periods of low crude oil, natural gas and petroleum prices could also result in projects being delayed or cancelled, as well as the impairment of certain assets. In South Africa, impairments totalling R35 billion have been recognised on cash generating units (CGU) across our integrated value chain, resulting from the depressed outlook on crude oil, petrochemical prices and refining margins. The current market conditions also led to impairments of R3,3 billion being recognised in our Eurasian operations.
We use derivative financial instruments from time to time to partially protect us against day-to-day and longer-term fluctuations in US dollar oil, export coal and ethane prices. The oil price affects the profitability of both our energy and chemical products. See "Item 11Quantitative and qualitative disclosures about market risk". While the use of these instruments may provide some protection against fluctuations in crude oil prices, it does not protect us against longer-term fluctuations in crude oil prices or differing trends between crude oil and petroleum product prices.
It is inherently difficult to forecast fluctuations in crude oil, ethane, natural/piped gas and petroleum products prices. This risk is exacerbated by the COVID-19 pandemic and its impact on those product markets. Fluctuations in any of these may have a material adverse effect on our business, operating results, cash flows and financial condition. Refer "Item 5AOperating results" for the impact of the crude oil prices on the results of our operations.
Fluctuations in exchange rates may adversely affect our business, operating results, cash flows and financial condition
The rand is the principal functional currency of our operations and we report our results in rand. However, a significant majority of our turnover is impacted by the US dollar and the pricing of most petroleum and chemical products is based on global commodity and benchmark prices which are quoted in US dollars.
Further, as explained above, the components of the BFP are US dollar-denominated and converted to rand, which impacts the price at which we sell fuel in South Africa.
A significant part of our capital expenditure and borrowings are US dollar-denominated, as they relate to investments outside South Africa or constitutes materials, engineering and construction costs imported into South Africa. Fluctuations in the rand/US dollar exchange rate impacts our financial leverage and estimated capital expenditure.
We also generate turnover and incur operating costs in euro and other currencies.
Fluctuations in the exchange rates of the rand against the US dollar, euro and other currencies impact the comparability of our financial statements between periods due to the effects of translating the functional currencies of our foreign subsidiaries into rand at different exchange rates.
Accordingly, fluctuations in exchange rates between the rand and US dollar, and/or euro may have a material effect on our business, operating results, cash flows and financial condition.
During 2020, the rand/US dollar exchange rate averaged R15,69, fluctuating between a high of R19,11 and a low of R13,84. This compares to an average exchange rate of R14,20 during 2019, when it fluctuated between a high of R15,44 and a low of R13,11. At 30 June 2020 the closing rand/US dollar exchange rate was R17,33 as compared to R14,08 at 30 June 2019.
The rand exchange rate is affected by various international and South African economic and political factors. Subsequent to 30 June 2020, the rand has strengthened against the US dollar closing at R17,16 on 21 August 2020, and weakened against the euro closing at R20,24 on 21 August 2020. In general, a weakening of the rand would have a positive effect on our operating results. Conversely, strengthening of the rand would have an adverse effect on our operating results, cash flows and financial condition. However, given the significance of our foreign currency denominated long-term debt a weaker closing rand against the US dollar has a negative impact on our gearing. Refer to "Item 5.AOperating results" for further information regarding the effect of exchange rate fluctuations on our results of operations. We engage in hedging activities which partially protect the balance sheet and our earnings against fluctuations in the rand exchange
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rate. While the use of these instruments may provide some protection against fluctuations in the rand exchange rate, it does not protect us against a longer-term strong rand/US dollar exchange rate. Refer to "Item 11Quantitative and qualitative disclosures about market risk".
Although the exchange rate of the rand is primarily market-determined, its value at any time may not be an accurate reflection of its underlying value, due to the potential effect of, among other factors, exchange controls. For more information regarding exchange controls in South Africa see "Item 10.DExchange controls".
Cyclicality in petrochemical product prices and demand may adversely affect our business, operating results, cash flows and financial condition
Sasol's chemicals portfolio includes several products that are exposed to cyclicality in margins. Margins for polymers, solvents, surfactants and fertilisers trend in a cyclical manner that usually, but not always, coincides with the normal business cycles of regional and global economies. Periods of high industry profitability (generally driven by high utilisation rates) tend to alternate with times of low profitability (generally characterised by low utilisation rates), amplified by subsequent periods of over- and underinvestment in new capacity. Long construction lead times result in waves of capacity additions toward the end of the high-margin expansionary phase, thus exacerbating the already weakening market conditions. The ensuing cyclical downturn and low profitability tends to rein in capital spending, leading to an extended period of very slow capacity growth that generally coincides with rapid demand growth during the economic recovery phase. This situation, in turn, tends to create tight market conditions and improved margins.
Currently, the global spread of the COVID-19 pandemic has caused significant volatility impacting chemicals demand, supply and the global supply chains that serve them. This has translated into both opportunities and risks for Sasol as the organisation's global presence and diversified product portfolio allow it to manage the volatility that may arise in a specific market. Further risks to the chemicals demand outlook are
a subdued outlook for global economic growth, the ongoing US/China trade dispute, heightened geopolitical tensions, and business and consumer confidence trends. Supply is currently largely affected by the capacity overbuild taking place in US and China mainly in the ethylene and propylene value chains. COVID-19-related supply chain disruption could impact our ability to reach global markets from South Africa or other producing regions and could also restrict access to specific markets. Consequently, forecasting the timing of the industry business cycle, and prices for chemical products during the current volatility remains difficult and a deterioration in overall conditions may have a material adverse effect on our business, operating results, cash flows and financial condition.
Our ability to respond to climate change could negatively impact our growth strategies, reduce supply/demand for our products, increase our operational costs, reduce our competitiveness, negatively impact our stakeholder relations and adversely affect our legal licence to operate and our access to capital and financing
Key manufacturing processes in South Africa, especially coal gasification and combustion, result in relatively high greenhouse gas (GHG) emissions. Sasol's ability to develop and implement an appropriate climate change mitigation response poses a significant transitional risk for our business, most notably in South Africa. This is heightened by the necessity to appropriately address increasing societal pressures and shifts away from carbon intensive processes and products, as well as meeting new and anticipated policy and legislative requirements including carbon tax, carbon budgets and GHG reduction targets. It is particularly challenging in South Africa where access to lower carbon energies is limited and related infrastructure is under-developed.
A carbon tax was implemented in South Africa on 1 June 2019, which significantly increases the operational costs of our South African operations in the first phase of its implementation and even more after 2022 when the second phase commences. The tax relief measures implemented by the South African government in response to COVID-19 include a
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three-month deferral for filing and first payment of carbon tax, the revised date being 31 October 2020. For the first phase to 2022, several transitional tax-free allowances are provided. The headline carbon tax is R127 per ton of CO2e (carbon dioxide equivalent) before tax-free allowances, for emissions above the tax-free thresholds escalating at CPI +2 percentage points each year until 2022.
At the same time the South African government is developing carbon budgets. Currently, there is uncertainty on how mandatory carbon budgets will be implemented and aligned to the carbon tax. Sasol faces uncertainty in respect of the group's carbon tax liability and/or potential penalties that may apply for exceeding the carbon budgets for the subsequent phases from 2023 onwards if these instruments lack effective alignment and the scale of mitigation is not possible in the timeframe required. Sasol's current carbon tax liability is in the range of R700 million to R1,1 billion per annum starting in 2020. There are various measures in place for Sasol to become more energy efficient thereby reducing the carbon footprint which would result in section 12L energy efficiency allowances that Sasol may qualify for until December 2022. The section 12L benefit has not been taken into account in determination of the carbon tax liability above.
Considering South Africa's developmental challenges, the structure of its economy, the impact of COVID-19 and the recent downgrade of the South African sovereign credit rating, the readiness of the carbon tax system and the fact that the design is not aligned with the carbon budget system, Sasol remains supportive of carbon pricing but believes that alternative mechanisms, for implementation from 2023 onwards, could achieve the outcome sought by the proposed stand-alone carbon tax. In this instance, the alignment of the carbon budget with the carbon tax offers an efficient and effective solution for the South African economy to recover from COVID-19 while transitioning to a lower carbon economy through least-cost mitigation. We continue to advocate such a solution and we actively engage with government and various stakeholders to appropriately manage these challenges that balance the need for economic
development, job creation, energy security and GHG emission reductions.
The group sees a lower carbon emission world representing changes to energy demand, regulations and commodity consumption patterns (also seen in externally validated data). Depending on the extent and speed of these changes, companies that do not respond to these possible realities could find parts of their portfolios, or potentially their entire business model, not sustainable over time. Through our scenario analysis, Sasol stress tests the potential areas where our business might be less sustainable to further changes in demand patterns, regulations or technology changes. This enables proactive mitigation action to be taken so that our operations (and our overall value chain) remain viable, as the world transitions to a lower carbon future, including through reducing the use of coal and investigating renewable sources of energy. Sasol has used a process to develop a set of scenarios that consider how market conditions, technology, political and other influences interact to produce vastly different future outcomes.
In light of the many uncertainties today, it is not possible to make accurate predictions on how governments, institutions and societies will respond to various challenges, including the impacts of climate change and related responses by society. There are risks accordingly associated with accuracy, completeness and correctness of various assumptions that are used as inputs to the scenario analysis work being undertaken, including scenarios developed to test resilience to climate change threats. In addition, the estimates of required or available capital for necessary investments to make our business sustainable in the longer term could prove to be incorrect and lead to a delay or cancellation of capital expenditure projects. Should all or some of these assumptions prove to be inaccurate, incomplete or incorrect this could potentially significantly impact our resilience and long-term sustainability.
We have set GHG reduction targets, including a 10% absolute reduction target for our South African operations off a 2017 baseline with an interdependent energy efficiency improvement target of 30% by 2030, off a 2005 baseline. The primary risks associated with achieving the GHG
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reduction target are unavailability and unaffordability of gas as feedstock or as a source of energy. Meeting the energy efficiency target is dependent on continued stable operations. We are developing our long-term 2050 ambition (mid-century target taking into account climate science and our national context) and roadmap and are assessing the associated risks which would include technology advancement at a pace and a scale in line with the target and which may not be not available in time.
Further, climate change poses a significant risk for both our South African and global business as it relates to potential physical impacts including change of weather patterns, water scarcity and extreme weather events such as hurricanes, tornadoes, flooding and sea level rise. In this regard, work is underway to develop and implement an adaptation strategy for the identified key priority regions such as the US Gulf Coast, Mozambique, and South African operations (Secunda and Sasolburg). Ongoing monitoring efforts guide our interventions to improve our maintenance, asset integrity processes and response procedures. The COVID-19 pandemic has sharpened our focus on managing these risks as potential future pandemics are anticipated to be exacerbated by the effects of a changing climate.
We cannot assure you that our plans to reduce GHG emissions will be successful. A number of measures to be taken will likely require substantial amounts of capital which may not be available to Sasol. Further, climate change-related laws and regulations may threaten our licence to operate, substantially increase the cost of doing business by carbon tax or similar taxes. The need to replace coal with natural gas as primary feedstock for our operations in Secunda may increase the cost of production and reduce our profitability significantly. These climate change related effects could have a material adverse effect, particularly on our South African business, operating results, cash flows, financial condition and future growth. Our relatively high carbon emissions and the use of coal as a key feedstock could also impact negatively our potential base of shareholders and our ability to source financing on the capital markets or increase capital cost.
Our international operations are less carbon-intensive and have been operating for some time in a more mature GHG regulatory regime. However, enhanced focus on issues concerning environmental quality, human rights and climate change may result not only in a more complex regulatory environment, but also additional legal risk, to the extent that damages relating to climate change and other environmental impacts are brought into judicial systems around the world. In addition, our permits and operational licences are subject to public comment and/or input from stakeholders in certain of the jurisdictions in which we operate and there is an emerging trend by activists to use the public comment period to challenge a company's response to climate change and social governance issues (such as human rights and community impacts). The increased use of litigation against companies to force action related to climate change and social issues could adversely impact the resilience of Sasol's operations and our continued licence to operate.
Risks relating to climate change may have a material adverse impact on our business, operating results, cash flows and financial condition.
For further information related to Sasol's climate change strategy please see Sasol's Climate Change Reports.
We identified material weaknesses in our internal control over financial reporting, which we are still in the process of remediating. If we are unable to remediate these material weaknesses, or if we experience additional material weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately and timely report our financial results, which could cause shareholders to lose confidence in our financial and other public reporting, and adversely affect our share price
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control. Under Item 15. Controls and Procedures, two material weaknesses in internal control over financial reporting were disclosed for
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the financial year ended 30 June 2020. The first was identified during 2019 and relates to the capital cost estimation process implemented in connection with the LCCP. The second was identified in 2020 and relates to the level of precision applied to the impairment assessments performed as at 30 June 2020 on certain cash generating units related to the South Africa integrated value chain within one segment of the company. Both material weaknesses are still in the process of being remediated.
While we are currently implementing remedial measures, there can be no assurance that our efforts will be successful. The material weaknesses cannot be considered remediated until the remedial controls operate for a sufficient period of time and management has time to conclude, through testing, that these controls are operating effectively. As a result of the material weaknesses described above, management concluded that our disclosure controls and procedures remain ineffective as of 30 June 2020.
We cannot be certain that any remedial measures we are currently in the process of implementing, or our internal control over financial reporting more generally, will ensure that we design, implement and maintain adequate controls over our financial processes and reporting in the future. Our failure to implement our remediation plans referred to above, or to implement newly required or improved controls or adapt our controls, or difficulties encountered in their operation, or difficulties in the assimilation of acquired businesses into our control system, could prevent us from meeting our financial reporting obligations, including filing our periodic reports with the SEC on a timely basis and maintaining compliance with applicable NYSE listing requirements, or result in a restatement of previously disclosed financial statements.
If other currently undetected material weaknesses in our internal controls exist, they could result in material misstatements in our financial statements requiring us to restate previously issued financial statements. In addition, material weaknesses, and any resulting restatements, could cause investors to lose confidence in our reported financial information, and could subject us to regulatory scrutiny and to
litigation from shareholders, which could have a material adverse effect on our business and the price of our ordinary shares or American Depositary Shares (ADSs). Furthermore, the remediation of any such material weaknesses could require additional remedial measures including additional personnel, which could be costly and time-consuming. The implementation of the remediation actions could further be impacted by the increased demand on employees as activities increase on our comprehensive response plan to conserve cash and optimise the business and the personnel impact of the strategic reset through Future Sasol. If we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our share price and adversely affect our results of operations and financial condition. Failure to comply with the Sarbanes-Oxley Act of 2002 could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.
Our large projects are subject to schedule delays and cost overruns, and we may face constraints in financing our existing projects or new business opportunities, which could render our projects unviable or less profitable than planned
We are progressing with the completion of our LCCP in the US and current indications are that the cost of the project will remain within our latest market guidance (announced in July 2020) of US$12,8 billion. The last remaining unit to come online at LCCP will be the low density polyethylene (LDPE) plant, which was damaged during a fire in January 2020. This is on track for beneficial operation by the end of October 2020. Overall project completion was at 99% at the end of June 2020.
In Mozambique, we submitted a field development plan (FDP) revision during the third quarter of 2020, following interpretation of the production sharing agreement's (PSA) development data from the previous drilling campaigns that led to revised expected volumes. The development is structured as an integrated
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oil, gas and LPG development, which allows for flexible production from the different reservoirs. In November 2019, the Board approved proceeding to the front-end engineering design phase. Various COVID-19 restriction measures put in place by the Government of Mozambique may have an impact on project schedules. The Central Termica de Temane project, which is the buyer of nearly half of the gas produced by this project, is in lender discussions, with a view to a commercial final investment decision during the second quarter of 2021.
The development of these projects involves capital-intensive processes carried out over long durations. It requires us to commit significant capital expenditure and allocate considerable management resources in utilising our existing experience and know-how.
Our large capital projects were and are subject to the risk of delays and cost overruns inherent in any large project, including as a result of:
tornadoes, cyclones and hurricanes or a pandemic, such as COVID-19;
In addition, significant variations in the assumptions we make in assessing the viability of our projects, including those relating to commodity prices and the prices for our products, exchange rates, import tariffs, interest rates, discount rates (due to changes in country risk premiums) and the demand for our products, may adversely affect the profitability or even the viability of our investments.
As the LCCP capital investment is particularly material to Sasol, any further cost overruns, schedule delays, process safety incidents or adverse changes in assumptions affecting the viability of the project could have a material adverse effect on our business, cash flows, financial condition and prospects. This risk is further exacerbated by the COVID-19 pandemic and its impact on the demand for our products, in particular regarding LCCP which is in the production ramp-up phase. We have updated the LCCP economics with evolving views of long-term market assumptions obtained from independent market consultants. Due to the uncertainty and volatility in the market, especially the uncertainty around COVID-19 and its impact on global economic activity, the views from the independent market consultants differ significantly from period to period. Views provided also differ on ethane price assumptions in the long term. This divergence in views makes it more difficult to accurately evaluate the project economics and increases the risk that the assumptions underlying our assessment of the viability of the project may prove incorrect. The economics will be further impacted by the outcome of the asset disposal process.
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Our operating cash flow and credit facilities may be insufficient to meet our capital expenditure and related incremental working capital plans and requirements, depending on the timing and cost of development of our existing projects, including, in particular, LCCP and any further projects we may pursue, as well as our operating performance and the resultant utilisation of our credit facilities. As a result, new sources of capital may be needed to meet the funding requirements of these projects and to fund ongoing business activities. Our ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, our credit rating, our net debt to EBITDA ratio and other risk metrics, the condition of the financial markets, our share price, future prices for the products we sell, particularly oil and key chemical products, the prospects for our industry, our operational performance and operating cash flow and debt position, among other factors.
In the event of unanticipated operating or financial challenges, such as those caused by COVID-19, any dislocation in financial markets, a deterioration in the price outlook for the products we sell, particularly oil and key chemical products, any downgrade of our credit ratings by rating agencies or new funding limitations, our ability to pursue new business opportunities, invest in existing and new projects, fund our ongoing business activities and retire or service outstanding debt and pay dividends, could be constrained. Any of these could have a material adverse effect on our business, operating results, cash flows and financial condition.
Refer "Item 5AOperating results" for the impact of our large projects, such as LCCP, on the results of our operations.
Our coal, synthetic oil, natural oil and natural gas reserve estimates may be materially different from quantities that we eventually recover
Our reported coal, synthetic oil, natural oil and gas reserves are estimated quantities based on applicable reporting regulations that, under present conditions, have the potential to be economically mined, processed, produced, delivered to market and sold.
There are numerous uncertainties inherent in estimating quantities of reserves and in projecting future rates of production, including factors that are beyond our control. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation, costs to develop and produce, and market prices for related products.
Reserve estimates are adjusted to reflect improved recovery and extensions, and also revised from time to time based on improved data acquired from actual production experience and other factors. In addition, regulatory changes and market prices may result in a revision to estimated reserves. Revised estimates may have a material adverse effect on our business, operating results, cash flows and financial condition. See "Item 4.DProperty, plants and equipment".
We may be unable to access, discover, appraise and develop new coal, synthetic oil, natural oil and natural gas resources at a rate and price that is adequate to sustain our business and/or enable growth
Competition for suitable opportunities, increasing technical difficulty, stringent regulatory and environmental standards, large capital requirements and existing capital commitments may negatively affect our ability to access, discover, appraise and develop new resources in a timely manner, which could adversely impact our ability to support and sustain our current business operations.
Our natural gas reserves in Mozambique are of particular importance as feedstock for our plants in South Africa, as well as for sales of gas into the market in South Africa. There is currently a lack of alternative sources of natural gas in southern Mozambique with similar volumes and at affordable development and production costs. Although alternative sources of gas supply are being considered there is a risk that these resources may not be secured at a price adequate to sustain our business and/or enable growth.
Our future growth could also be impacted by these factors, potentially leading to a material adverse effect on our business, operating results, cash flows and financial condition.
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There are country-specific risks relating to the countries in which we operate that could adversely affect our business, operating results, cash flows and financial condition
Several of our subsidiaries, joint arrangements and associates operate in countries and regions that are subject to significantly differing political, social, economic and market conditions. See "Item 4.BBusiness overview" for a description of the extent of our activities in the main countries and regions in which we operate. Although we are a South African-domiciled company and the majority of our operations are located in South Africa, we also have significant energy businesses in other African countries, chemical businesses in Europe, the US, the Middle East and Asia, a joint venture GTL facility in Qatar and joint operations in the US and Canada. Effective June 2020, we sold our 10% indirect economic interest in the Escravos GTL (EGTL) project in Nigeria, which is an upstream joint venture between Chevron Nigeria Limited (CNL) and Nigerian National Petroleum Corporation (NNPC).
For further discussion related to our country specific risk that could adversely affect our business, operating results, cash flows and financial condition refer to the following sections:
Particular aspects of country-specific risks that may have a material adverse impact on our
business, operating results, cash flows and financial condition include:
(a) Political and socioeconomic issues
i. Political, social and economic uncertainty
We have invested, or are in the process of investing in, significant operations in Southern African, Western African, European, North American, Asian and Middle Eastern countries that have in the past, to a greater or lesser extent, experienced political, social and economic uncertainty.
In addition to severe negative COVID-19 related economic impacts, South Africa faces ongoing challenges in improving the country's short- to long-term growth potential and weak public sector revenue growth, stabilising debt levels and addressing weaknesses at state-owned enterprises and other institutions. These factors continue to pose a significant risk to South Africa's sovereign credit rating outlook. In Mozambique, uncertainties around the duration and intensity of the impact of COVID-19, high levels of public sector debt, heightened political conflict, insurgency risks, lack of basic services, the need to further strengthen institutions, insufficient fiscal sustainability and extreme weather events are expected to remain significant risks to the sovereign credit and operational outlook for the foreseeable future.
At a global level, COVID-19 poses significant downside risks to economic activity, sentiment, global supply chains, commodity demand, travel and tourism as well as consumer spending. Additionally, ongoing uncertainties related to the US and China trade dispute, the evolution of the Brexit process, geopolitical tensions, potential financial vulnerabilities that have been built up over years and accentuated by COVID-19, abrupt shifts in financial conditions and their impact on global economic growth can also all have an influence on the macroeconomic outlook in the countries in which we operate.
Other countries in which we operate could from time to time face sovereign rating risks, which may impact our counterparties' ability to access funding and honour commitments.
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Government policies, laws and regulations in countries in which we operate, or plan to operate, may change in the future. Governments in those countries have in the past and may in the future pursue policies of resource nationalisation and market intervention, including through protectionism like import tariffs and subsidies. The impact of such changes on our ability to deliver on planned projects cannot be determined with any degree of certainty and such changes may therefore have an adverse effect on our operations and financial results.
Sasol's portfolio in selected West African countries inherently carries frontier basin exploration risks, offset by potential high reward through unlocking of new exploration plays. Sasol manages the associated exploration risks through a balanced portfolio of exploration and production assets, rigorously ensuring compliance with all corporate and legislative governance requirements and following its internal technical and business quality assurance processes.
ii. Transformation and local content
In all countries, our operations are required to comply with local procurement, employment equity, equity participation, corporate social responsibility and other regulations that are designed to address country-specific social and economic transformation and local content issues. Should we not meet or are perceived to not be meeting country-specific transformation or local content requirements or regulations, our ability to sustainably deliver on our business objectives may be impacted.
In South Africa, there are various transformation initiatives with which we are required to comply since Sasol operates in more than one sector of the economy. The broad risks that we face should we not comply with these transformation initiatives include the inability to obtain licences to operate in certain sectors such as mining and liquid fuels, limited ability to successfully tender for government and public entity business and potential loss of customers (as private sector customers increasingly require their suppliers to have a minimum B-BBEE rating).
The Broad-Based Socio-Economic Empowerment Charter for the Mining and
Minerals Industry, 2018 (2018 Mining Charter) was published for implementation on 27 September 2018. On 19 December 2018 certain amendments were published in the Government Gazette which provided that existing mining right holders must implement the 2018 Mining Charter from 1 March 2019. Although the 2018 Mining Charter is an improvement on the 2017 draft, the Minerals Council South Africa (Minerals Council) commenced with a judicial review of certain aspects, which includes the ownership and procurement elements, of the 2018 Mining Charter. The review application and the defence of non-joinder raised by the Minister of Mineral Resources and Energy (Minister) and the South African Diamond and Precious Metals Regulator (Regulator) was heard on 5 May 2020. The Court issued its judgement on 30 June 2020, upholding the Minister and Regulators defence of non-joinder. However, the Minerals Council's application for direction on joinder succeeded and the Court issued directions identifying the parties to be joined. The merits for the application for judicial review was not argued on 5 May 2020 and this will probably take place in the first or second quarter of calendar year 2021. In the first week of August 2020, the Minister withdrew the notice of appeal to the Supreme Court of Appeal in respect of the "once empowered always empowered" approach where the declaratory order issued by the Court was in favour of the Minerals Council. However, the Minister's decision to withdraw the notice of appeal has no bearing on the Minerals Council's application for the judicial review of various aspects of 2018 Mining Charter. Sasol Mining will monitor the outcome of this process which may either result in the status quo being retained or certain amendments being made to the 2018 Mining Charter that may address the Minerals Council's concerns. For more information refer to "South African mining legislation may have an adverse effect on our mineral rights".
On 27 March 2020 the Minister of Mineral Resources and Energy published amendments to the Mineral and Petroleum Resources Development Regulations (Amendment Regulations). The Amendment Regulations came into effect on the date of publication. The Amendment Regulations seek, among other
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things, to expand the meaning of the term "interested and affected persons" and to further regulate the obligation to consult with interested and affected parties. The Amendment Regulations also introduce new requirements with regard to the review and approval of social and labour plans. The Amendment Regulations may have a negative impact on our business in terms of uncertainty regarding the interpretation and higher cost for the business.
The revised Codes of Good Practice for Broad-Based Black Economic Empowerment (B-BBEE) (the Revised Codes), which came into effect on 1 May 2015, provide a standard framework for the measurement of B-BBEE across all sectors of the economy, other than sectors that have their own sectorial transformation charters (e.g. the mining and liquid fuels industries). The Revised Codes provide more stringent targets, which negatively impacted on Sasol's B-BBEE contributor status. The liquid fuels industry, under the guidance of the Department of Minerals and Energy, is developing the "Petroleum and Liquid Fuels Sector Charter" (PLFSC) which will regulate B-BBEE in the liquid fuels and gas sector. The PLFSC has not yet been published for public comment and it is therefore not possible to assess the impact of the PLFSC. It is anticipated that the PLFSC will be required to set industry-specific targets that cannot be more lenient than those in the Revised Codes.
Since our September 2017 announcement of plans to unwind the Sasol Inzalo B-BBEE transaction (Sasol Inzalo) and introduce the Sasol Khanyisa B-BBEE transaction (Sasol Khanyisa), we placed specific management focus on engaging with trade unions on issues pertaining to employee share ownership levels. Two of the five Sasol trade unions, Solidarity and the Chemical, Energy, Paper, Printing, Wood and Allied Workers' Union (CEPPWAWU), declared disputes relating individually to Sasol Khanyisa and the unwind of Sasol Inzalo which, if not resolved, might result in industrial action, which could adversely affect our operations and could give rise to costs which would impact earnings. In the case of the Solidarity trade union, the Sasol Khanyisa dispute is similar to disputes the trade union has with three other large employers in
South Africa. The President of the Labour Court requested the various employers to prepare a stated case in order to allow the Labour Court to give guidance in this regard. It is therefore not a Sasol only matter in South Africa and also affects other large companies. The Sasol Inzalo dispute lodged by the CEPPWAWU trade union has lost its momentum and it is no longer regarded as a major threat to Sasol.
On 6 May 2019, Sasol received a statement of claim filed by the trade union Solidarity with the Labour Court in Johannesburg, alleging that the Sasol Khanyisa Employee Share Option Plan (ESOP) element of the Sasol Khanyisa transaction is discriminatory as it does not include white employees in South Africa and employees working for Sasol outside South Africa. This litigation is ongoing and we are unable at this time to assess the potential effect the ultimate outcome of the matter may have on the Sasol Khanyisa B-BBEE transaction. In addition, the Department of Mineral Resources and Energy may not recognise the ownership component of Sasol Khanyisa in which case we may be unable to fully comply with the 2018 Mining Charter requirements related to new or amended licence applications, or the B-BBEE Commissioner may not recognise that the vendor financing mechanism allows us to be allocated points on Enterprise Supplier Development. Although Sasol Mining has applied for recognition of the Sasol Khanyisa ESOP to meet the ownership requirements contained in the 2018 Mining Charter, the Department of Mineral Resources and Energy has not yet formally responded to the request. The litigation instituted by Solidarity is of importance since the Department of Mineral Resources and Energy might be awaiting the outcome thereof before a final decision will be taken in respect of Sasol Khanyisa. At this stage all applications submitted prior to the 2018 Mining Charter becoming effective are being processed based on Sasol Mining's historic ownership level.
We expect that the long-term benefits of Sasol Khanyisa to the company and South Africa should outweigh any possible adverse effects, such as dilution to existing shareholders, but we cannot assure you that future implications of compliance with these requirements or with any newly imposed conditions will not have a material
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adverse effect on our shareholders or business, operating results, cash flows and financial condition. See "Item 4.BEmpowerment of historically disadvantaged South Africans".
Value creation, if any, to the majority of the Khanyisa shareholders at the conclusion of the transaction is exposed to the inherent business risks of Sasol South Africa during the empowerment period, including any adverse impact from the COVID-19 pandemic. This could potentially have an impact on dividend distributions to those Khanyisa shareholders that are required to settle funding obligations or otherwise negatively impact the valuation of the Sasol South Africa business on conclusion of the transaction.
iii. Disruptive industrial action
The majority of our employees worldwide belong to trade unions. These employees comprise mainly of general workers, artisans and technical operators. While the Sasol employee relations landscape remains stable, amid the global economic turmoil as well as COVID-19, the South African labour market remains volatile and can be characterised by major industrial action in key sectors of the economy especially during wage negotiations.
In Sasol South Africa, the wage negotiations for the chemicals sector were concluded in September 2019 and will terminate on 30 June 2021. The petroleum sector is also covered by a three-year wage agreement effective 1 July 2018 to 30 June 2021. However, due to Sasol's precarious financial situation, we have applied to the National Bargaining Council for the Chemicals Industry (NBCCI) to have Sasol exempted from the wage increases applicable for the 2020/2021 year in terms of these collective agreements. Considering that this process entails the assessment of Sasol's non-affordability, we may be ordered to comply in the event that the Exemption Panel of the NBCCI arrives at a different conclusion.
In Sasol Mining, the wage negotiations are ongoing, as the current multi-year agreement ended in June 2020.
Although we have positive relationships with our employees and trade union partners, significant labour disruptions could occur in the future and our labour costs could increase significantly in the future.
(b) Fiscal and monetary policies
Macroeconomic factors, such as inflation and interest rates, could affect our ability to contain costs and/or ensure cost-effective debt financing in the countries in which we operate.
Our sustainability and competitiveness is influenced by our ability to optimise our cost base. As we are unable to control the price at which our products are sold, an increase in inflation in countries in which we operate may result in significantly higher future operational costs.
South African consumer price inflation averaged 3,7% in 2020, compared to 4,6% in 2019. In the latest period, inflation was affected mainly by muted food price increases, rand-denominated oil price movements and generally weak economic conditions in the country. With inflation staying within the South African central bank's 3-6% inflation target range, actual inflation outcomes being below expectations and the expected COVID-19 induced deep recession, the South African Reserve Bank lowered the policy interest rate by 250 basis points to 3,75% from January to June 2020. However, uncertainties around COVID-19, currency developments, fuel prices, electricity and water tariff increases and wage growth continue to pose upside risks to the inflation outlook.
South Africa's economic outlook remains depressed as COVID-19 pressures and uncertainties, electricity supply constraints, policy uncertainty, low levels of business, investor and consumer confidence, and geopolitical risks all pose downside risks to the domestic economy that is already under pressure.
The exchange rate fluctuation, oil price developments and the sovereign rating outlook remain key risks to the inflation outlook. These, along with COVID-19 developments, global financial conditions, trade disputes, emerging market sentiment swings and domestic political
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and policy developments, are likely to contribute to ongoing currency volatility.
Even as strict lockdown measures are being gradually relaxed in many countries, the COVID-19 pandemic is imposing significant humanitarian and economic costs throughout the world, and there is increasing risk of a second wave of the pandemic. The eventual economic cost remains unclear and estimates on the recession's depth and length vary significantly. We expect that the worst of the growth impacts occurred in April and May 2020, with more recent data showing some activity improvement. We currently do not expect the global economic activity to recover to pre-COVID-19 levels until 2022. However, our baseline expectation may be negatively or positively impacted by many remaining risks and uncertainties.
(c) Legal and regulatory
i. Exchange control regulations
South African law provides for exchange control regulations which apply to transactions involving South African residents, including both natural persons and legal entities. These regulations may restrict the export of capital from South Africa, including foreign investments. The regulations may also affect our ability to borrow funds from non-South African sources for use in South Africa, including the repayment of these borrowings from South Africa and, in some cases, our ability to guarantee the obligations of our subsidiaries with regard to these funds. These restrictions may affect the manner in which we finance our transactions outside South Africa and the geographic distribution of our debt. See "Item 10.DExchange controls" and "Item 5.BLiquidity and capital resources". We may also be impacted by new exchange control regulations affecting our operations in Gabon. See "Item 4.BBusiness overviewRegulationSafety, health and environmentRegions in which Sasol operates and their applicable legislationGabon".
ii. Tax laws and regulations
We operate in multiple tax jurisdictions globally and are subject to both local and
international tax laws and regulations. Although we aim to fully comply with tax laws in all the countries in which we operate, tax is a highly complex area leading to the risk of unexpected tax uncertainties. Tax laws are changing regularly and their interpretation may potentially result in ambiguities and uncertainties, in particular in the areas of international taxation and transfer pricing. Where the tax law is not clear, we interpret our tax obligations in a responsible way, with the support of legal and tax advisors as deemed appropriate. Tax authorities and courts may arrive at different interpretations to those taken by Sasol, which may lead to substantial increases in tax payments. Although we believe we have adequate systems, processes and people in place to assist us with complying with all applicable tax laws and regulations, the outcomes of certain tax disputes and assessments may have a material adverse effect on our business, operating results, cash flows and financial position.
We could also be exposed to significant fines and penalties and to enforcement measures, including, but not limited to, tax assessments, despite our best efforts at compliance. In response to tax assessments or similar tax deficiency notices in particular jurisdictions, we may be required to pay the full amount of the tax assessed (including stated penalties and interest charges) or post security for such amounts notwithstanding that we may contest the assessment and related amounts.
In particular, one of our subsidiaries, Sasol Financing International Limited (SFI), received assessments in relation to its international business activities and specifically regarding SFI's place of effective management. The litigation proceedings relating to the assessments in respect of SFI are still ongoing.
For more information regarding pending tax disputes and assessments see "Item 4.BBusiness overviewLegal proceedings and other contingencies".
Any of these risks may materially and adversely affect our business, results of operations, cash flows and financial condition.
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iii. Ownership rights
We operate in several countries where ownership of rights in respect of land and resources is uncertain and where disputes in relation to ownership or other community matters may arise. For example, the South African government is considering the expropriation of land without compensation to enhance land reform and redistribution. The impact of these policy intentions and related disputes are not always predictable and may cause disruption to our operations or development plans.
iv. Legal and regulatory uncertainties
Some of the countries where we have already made investments, or other countries where we may consider making investments are in various stages of developing institutions and legal and regulatory systems that are characteristic of democracies and market economies.
The procedural safeguards of the legal and regulatory regimes in these countries in many cases are still being developed and, therefore, existing laws and regulations may be applied inconsistently. In some circumstances, it may not be possible to obtain the legal remedies provided under those laws and regulations in a timely manner.
(d) Transportation, water, electricity and other infrastructure
Our operations are located in multiple regions across the world and are reliant upon stable supply of electricity, availability of water and access to transportation routes in order to optimally run our operations and/or move our products. The infrastructure in some countries in which we operate, such as rail infrastructure, inland water systems, electricity and water supply, may need to be further upgraded and expanded, and in certain instances, possibly at our own cost. Should we not have access to reliable electricity supply, or should we have limited access to water or experience infrastructure challenges in the regions in which we operate, this could have a material adverse effect on our business, operating results, cash flows, financial condition and future growth.
Reliable supply of electricity is important to run our plants optimally. The South African power system remains tight. Unplanned power outages as we experienced at our South African plants in 2019 have a negative impact on our production volumes, cost and profitability. While we have the capacity to generate most of our own requirements, this only mitigates the risk partially as we remain dependent on external electricity supply.
Water, as a resource, is becoming increasingly limited as global demand for water increases. A significant part of our operations, including mining, chemical processing and others, requires use of large volumes of water. South Africa is generally an arid country and prolonged periods of drought or significant changes to current water laws could increase the cost or availability of our water supplies or otherwise impact our operations. Water use by our operations varies widely depending largely on feedstock and technology choice. Water to our South African operations is supplied from the Integrated Vaal River System (IVRS), currently making up 86% of Sasol's total water demand. While the water supply to these operations remains secure the revised water balance for the IVRS continues to show a worsening of the water supply imbalance which may result in an increasing probability of water availability or restrictions on its use being imposed. A deterioration in water quality supplied from the IVRS is further contributing to an increase in treatment costs. Although various technological advances may improve the water efficiency of our processes, they are capital intensive. We may experience limited water availability due to periodic drought events aggravated by delays in completing phase 2 of the Lesotho Highlands Water Project currently underway, deterioration in water quality and other infrastructure challenges related to our South African operations, which could have a material adverse effect on our business, operating results, cash flows, financial condition and future growth.
Transportation of inbound materials to plants and products to customers is reliant on the region's available infrastructure. Numerous factors like natural disasters, pandemics or extreme weather events may impact on transportation modes which could have a material adverse effect
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on our business, operating results, cash flows, financial condition and future growth.
(e) Stakeholder relationships
Sasol has a complex network of stakeholders, often with competing interests. Beyond our financial community, our stakeholders are persons or groups who are directly or indirectly affected by our operations, as well as those who have interests in our business and/or the ability to influence its outcomes. Stakeholders may include members of local communities and their representatives, national, provincial or local government authorities, officials at all spheres of government, government agencies, multilateral organisations, regulators, political and religious leaders, civil society organisations and groups with special interests, suppliers, investors, business partners, customers, employees, trade unions, academics and media. Failure to manage relationships with our stakeholders may harm our reputation as well as our ability to conduct our operations effectively. Our stakeholder objective is to position Sasol as a credible partner and build trust with all our stakeholders. Our engagement approach is premised on open and effective communication and mutually beneficial outcomes where possible, as well as inclusiveness and integrity. Given the impact of the low oil price and the COVID-19 pandemic, we may not be able to meet some stakeholder commitments in 2020, and this may have a material impact on stakeholder relations. Various processes have been put in place to engage with stakeholders on these issues and to mitigate the associated risks. However, we cannot assure you that the strategy will mitigate the risk fully and therefore, actions taken by stakeholders could have a material adverse effect on our business, operating results, cash flows, financial condition and future growth.
(f) Contract stability
Host governments in some of the resource-rich countries in which we operate or consider making investments may display tendencies of wanting to change existing contracts through early terminations, non-renewal or cancellation of contractual rights, or we may not be able to fully enforce our contractual rights in those jurisdictions or enforce judgements obtained
in the courts of other jurisdictions, should they hold the view that these contracts are not beneficial to their countries.
(g) Other specific country risks that are applicable to countries in which we operate and which may have a material adverse effect on our business include:
Actual or alleged non-compliance with laws could result in criminal or civil sanctions and could harm our reputation
Non-compliance with competition laws, anti-corruption laws, sanction laws and environmental laws have been identified as our top four legal risks.
Anti-corruption and anti-bribery laws
Ethical misconduct and non-compliance with applicable anti-corruption laws could result in criminal or civil sanctions and could have a material adverse impact on our reputation, operations and licence to operate.
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Petrochemical and energy companies need to be particularly vigilant with regard to the risk of bribery, especially when the scale of investments and the corruption perception of the countries where operations take place are considered. We, like other international petrochemical companies, have a geographically diverse portfolio and conduct operations in countries, some of which have a perceived high prevalence of corruption. Our operations must comply with applicable anti-bribery laws, such as the US Foreign Corrupt Practices Act as well as similar anti-corruption and anti-bribery laws of South Africa and other applicable jurisdictions. There has been a substantial increase in the global enforcement of these laws. In particular, major investments in countries with a high corruption risk are subject to an elevated risk in dealing with other private companies, governments or government-controlled entities. Although we have an anti-corruption and anti-bribery compliance programme in place which is designed to prevent and reduce the likelihood of violations of such laws by our employees and companies associated with us, any violation could result in substantial criminal or civil sanctions and could damage our reputation.
Sanctions laws
Our international operations require compliance with applicable trade and economic sanctions or other restrictions imposed by governments, such as the US and United Kingdom, and organisations, such as the United Nations, the European Union (EU) and its member countries. We closely monitor developments in these sanction programmes and assess the possible impact they could have on our Group's activities. These trade and economic sanctions are not always aligned and this increases the complexities when a company has operations in various countries. A violation of any of these sanction regimes could lead to a loss of import or export privileges, penalties against or the prosecution of Sasol and our employees, which could have an adverse effect on our business, operating results, cash flows and financial condition.
Although we believe that we are in compliance with all applicable sanctions and other trade restrictions and intend to maintain such
compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to frequent amendments or changing interpretations.
Environmental laws and regulations
In recent years, the environmental legislation in South Africa has resulted in significantly stricter standards. For instance, by 1 April 2020, our existing plants were required to meet more stringent point source standards for air quality emissions applicable to newly commissioned plants. Meeting some of these requirements require retrofitting of some of our existing plants, and accordingly, we obtained postponements on these compliance timeframes from the National Air Quality Officer to implement abatement projects in accordance with our air quality roadmaps along extended timeframes. We remain committed to compliance; however, Sasol's short-term cash conservation measures necessitate delayed capital expenditure.
We are assessing the impact of the possible delayed capital expenditure on the timely execution of some air quality roadmaps and are continuing transparent engagements with the authorities in this regard. We continue to revise and adapt our roadmap delivery with the aim of progressing the abatement projects as reasonably practicable, while also attempting to proactively mitigate any potential risks of non-compliance associated with delayed implementation schedules beyond 31 March 2025 being the key target compliance date.
Meeting boiler sulphur dioxide emission standards beyond 31 March 2025 remains a feasibility challenge for our Secunda operations and could pose associated significant compliance challenges. Accordingly, Sasol continues discussions with key stakeholders, including support to the technical panel of experts appointed by the Department of Environment, Forestry and Fisheries to provide strategic and technical guidance towards effective management of sulphur dioxide emissions from maturing plants. These efforts are aimed at enabling sustainable solutions to enable us to comply and
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advance the necessary environmental compliance and improvement roadmaps.
To mitigate associated air quality compliance risks beyond 31 March 2025, Sasol will be reliant on mechanisms available in law and decisions thereon by the relevant authorities to enable the lawful completion of our committed roadmaps. We recognise that existing standards may become stricter over time which may pose a risk to some of our maturing operations in South Africa. This may, in some cases, adversely affect our business, financial condition, results of operations and cash flows.
The outcome of these processes and applications cannot be guaranteed and may be successfully challenged by third parties. Non-compliance may result in the violation of licence conditions with the associated consequence of administrative enforcement action, which may include directions to cease operations, fines and penalties including criminal prosecution. This may have a material adverse impact on our business.
Some of our South African operations are carried out in declared air quality priority areas which are further subject to the requirements of the Vaal Triangle Air-Shed Priority Area Air Quality Management Plan and the Highveld Priority Area Air Quality Management Plan. These plans are currently under review, subject to the completion of source apportionment studies. Accordingly, further emission reduction commitments may be required from Sasol and are likely to trigger additional cost for air quality improvements in these priority areas.
Outside of South Africa, we operate a number of plants and facilities for the storage and processing of chemical feedstock, products and wastes. These operations are subject to numerous laws, regulations and ordinances relating to safety, health and the protection of the environment which may also affect our operating results and financial condition. The essential objectives of these legal frameworks are largely consistent with that of the South African framework, although regulatory and permitting requirements are more established and entrenched in some regions.
Competition laws/Anti-trust laws
Violations of competition/anti-trust legislation could expose the group to administrative penalties, civil claims and damages, including punitive damages by companies which can prove they were harmed by the violation of competition/anti-trust legislation. Such penalties and damages could be significant and have an adverse impact on Sasol's business, operating results, cash flows and financial condition. In addition, Sasol's reputation could be damaged by findings of such contraventions and individuals could be subject to imprisonment or fines in countries where competition/anti-trust violations are a criminal offence.
Although it is Sasol's policy to comply with all laws, and notwithstanding training and compliance programmes, we could inadvertently contravene competition/anti-trust laws and be subject to the imposition of fines, criminal sanctions and/or civil claims and damages. We endeavour to remain compliant with competition/anti-trust legislation in all the jurisdictions in which we operate to avoid any material adverse impact on our reputation, business, operating results, cash flows and financial condition.
South African mining legislation may have an adverse effect on our mineral rights
The Minister of Mineral Resources and Energy officially separated the Mineral and Petroleum Resource Development Amendment Bill into its separate oil and gas-related matters from that of mineral related matters. The draft upstream Petroleum and Resources Bill was published in the Government Gazette on 24 December 2019 and Sasol has commented directly to the Department of Minerals and Energy and via the relevant business association. Due to the impact of COVID-19, further consultation processes have been delayed. Once promulgated the "Petroleum Bill" will repeal and replace the relevant sections in the Mineral and Petroleum Resources Development Act (MPRDA) which act currently regulates oil and gas exploration and production.
The 2018 Mining Charter was published on 27 September 2018 for implementation on that date. The 2018 Mining Charter contains a number
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of changes compared to the previous Mining Charter including but not limited to an increase in the B-BBEE shareholding requirement from 26% to 30% in respect of new mining right applications. Furthermore, recognition is given to mining right holders who have achieved 26% B-BBEE shareholding and whose shareholders exited prior to commencement of the 2018 Mining Charter. Such recognition is however only applicable for the duration of the right and not for subsequent renewals in which instance a 30% B-BBEE shareholding is required. The 2018 Mining Charter contains more stringent compliance criteria than the previous Mining Charter, especially in respect of applications for new mining rights and the requirements in respect of procurement of mining goods which may have a material adverse effect on Sasol Mining. The potential impact on Sasol Mining may be two-fold: higher cost of production and the risk of being in non-compliance with the requirements of the 2018 Mining Charter which could lead to the suspension or cancellation of Sasol Mining's mining and/or prospecting rights. If a holder of a prospecting right or mining right in South Africa conducts prospecting or mining operations in contravention of the MPRDA, the converted mining rights can be suspended or cancelled by the Minister of Mineral Resources and Energy. The entity, upon receiving a notice of breach from the Minister, has a specific period of time to remedy such breach.
The MPRDA and applicable provisions in the National Environmental Management Act and National Water Act impose additional responsibilities with respect to environmental management as well as the prevention of environmental pollution, degradation or damage from mining and/or prospecting activities.
The effect of the possible future amendments to the MPRDA, associated regulations to be promulgated and the 2018 Mining Charter on our mining and petroleum rights in the future may have a material adverse effect on our business, operating results, cash flows and financial condition. See "Item 4.BBusiness overviewRegulationEmpowerment of historically disadvantaged South AfricansThe Mining Charter and the Mineral and Petroleum Resources Development Amendment Bill".
Legislation in South Africa on petroleum and energy activities may have an adverse impact on our business, operating results, cash flows and financial condition
Regulation of Petroleum Products
The Petroleum Products Amendment Act
The Petroleum Products Amendment Act (the Petroleum Products Act) requires persons involved in the manufacturing, wholesale and retail sale of petroleum products to obtain relevant licences for such activities. Sasol Oil, Natref and Sasol South Africa Limited have submitted applications for their respective operations. The Sasol Oil wholesale licence and Sasol South Africa Limited manufacturing licence applications have been approved and the licences issued. The Sasol Oil manufacturing licence application pertaining to the Natref refinery has been accepted, however the licence has not yet been issued. As provided in the Petroleum Products Act, Sasol Oil continues to act as a deemed licence holder in relation to its manufacturing activities.
Accordingly, Sasol Oil and Natref continue to operate as being persons who, as of the effective date of the Petroleum Products Act, are deemed to be holders of a licence until their applications have been finalised. Until these applications have been finalised, we cannot provide assurance that the conditions of the licences may not have a material adverse impact on our business, operating results, cash flows and financial condition.
The Petroleum Products Act entitles the Minister of Mineral Resources and Energy to regulate the prices, specifications and stock holding of petroleum products and the status in this regard is as follows:
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Regulation of pipeline gas activities in South Africa
The Gas Act
The Gas Act provides that NERSA has the authority to issue licences for construction and operation of gas pipelines and trading in gas. NERSA also has the authority to approve gas transmission tariffs and maximum gas prices that may be charged by gas traders, where there is inadequate competition as contemplated in the South African Competition Act. The Gas Act further gives NERSA the authority to impose
fines and other punitive measures for failure to comply with the licence conditions and/or the provisions of the Gas Act. Future regulation of maximum gas prices may have a material adverse effect on our business, operating results, cash flow and financial condition.
Pursuant to the 2013 NERSA decisions approving the Sasol Gas maximum gas prices and transmission tariffs, Sasol Gas implemented a standardised pricing mechanism in its supply agreements with customers in compliance with the applicable regulatory and legal framework. NERSA approved further maximum gas prices and transmission tariffs based on the same pricing and tariff mechanisms in November 2017.
Seven of Sasol Gas's largest customers initiated a judicial review of the 2013 NERSA decisions relating to its maximum price and tariff methodologies and NERSA's decision on Sasol Gas's maximum price and transmission tariff applications. On 15 July 2019 the Constitutional Court overturned the 2013 NERSA maximum price decisions and ordered NERSA to revise its decisions. The new decision by NERSA regarding the maximum gas price to be approved for Sasol will apply retrospectively from 26 March 2014 when the original decisions (now overturned) became effective. Pursuant to the decision by the Constitutional Court, NERSA started the consultation process for determining the maximum gas price.
During May 2020 the Industrial Gas Users Association of Southern Africa, an industry association whose members include a number of large gas customers, launched an application to review and overturn the November 2017 NERSA maximum gas price decision approving Maximum Gas Prices for Sasol Gas for the period from 1 July 2017 to 30 June 2020. This litigation is ongoing.
Following the abovementioned outcome of the appeal to the Constitutional Court, NERSA has to approve new maximum gas prices for Sasol in terms of the provisions of the Gas Act. During November 2019 NERSA published a consultation document on a proposed revised methodology to approve maximum prices for gas and invited public comment on the proposals contained in the consultation document. During March 2020
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NERSA held a public hearing on these proposals in which Sasol participated, and during April 2020 NERSA adopted a new maximum gas price methodology, which was published by NERSA in June 2020. NERSA anticipates a transitional period of between three and six months for the full implementation of the methodology. During this transitional period, NERSA will engage with licensees and affected stakeholders on the intended application of the methodology. In addition, licensees (including Sasol) will be required to submit their Maximum Gas Price applications in accordance with this new methodology. The revised maximum gas price methodology adopted by NERSA as a guideline for adjudicating Maximum Gas Price applications in terms of the Gas Act will to a large extent influence the new maximum gas price that NERSA has to approve for Sasol. The future implementation of such a new NERSA approved maximum gas price could have a material adverse effect on our business, operating results, cash flows and financial condition. If the new maximum gas price approved by NERSA for the period of the overturned decision is lower than the actual price charged to customers, then a retrospective liability may arise for Sasol Gas as a result. It is not possible to determine at this time what the outcome of such a price decision by NERSA will be. Therefore, the likelihood of a future obligation cannot be determined currently and neither can an amount for such a possible obligation be reliably estimated.
Changes in safety, health, environmental and chemical regulations and legislation and public opinion may adversely affect our business, operating results, cash flows and financial condition
We are subject to a wide range of general and industry-specific environmental, health and safety and other legislation in jurisdictions in which we operate. See "Item 4.BBusiness overviewRegulationSafety, health and environmentRegions in which Sasol operates and their applicable legislation".
One of our most material challenges is the ability to anticipate and respond to the rapidly changing context and associated stakeholder challenges, in particular relating to environmental
legislation in South Africa. Evolving legislation relating to air quality, climate change, water and waste management introduces regulatory challenges to our existing plants in South Africa. The quality, emission and disposal limit requirements imposed in our air quality, waste management and water use licences for our South African operations are consequently becoming increasingly more stringent while our existing plants are maturing. These laws and regulations and their enforcement are likely to become more stringent over time in all jurisdictions in which we operate, although these laws in some jurisdictions are already more established than in others. These compliance challenges are further impacted by the fact that, in some instances, legislation does not adequately provide for sufficient and/or flexible transitional arrangements for existing plants to comply with the imposed more stringent requirements. Ensuring that we are compliant with these requirements is a significant factor in our business and a core Sasol value. We continue with transparent disclosures and engagements with our key stakeholders in an effort to address these challenges. A failure to comply could have an impact on our licence to operate, as well as result in administrative and criminal enforcement, and could harm our reputation and relationships with stakeholders.
Sasol's highly energy intensive operations in South Africa are running in the midst of rapidly evolving national legislation on GHG emissions. In support of the Paris Agreement, the South African government has published the Draft Climate Change Bill, promulgated the Carbon Tax Act effective 1 June 2019 and has promulgated the Pollution Prevention Plan and Greenhouse Gas Mandatory Reporting Regulations. Sasol has submitted its GHG inventory data for South Africa in compliance with the regulations and successfully obtained internal approval for its first mandatory Pollution Prevention Plan. We subsequently submitted our first annual report on our Pollution Prevention Plan in March 2019. We envisage that compliance with carbon budgets will become mandatory in 2021. For further information on the impact of carbon taxes refer to "Our ability to respond to climate change could negatively impact our growth strategies, reduce supply/demand for our products, increase our
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operational costs, reduce our competitiveness, negatively impact our stakeholder relations and adversely affect our legal licence to operate and our access to capital and financing".
Changes to waste management legislation in South Africa, particularly around landfill prohibitions being progressively implemented, are compelling our South African operations to find alternative solutions to waste management and disposal. The changing regulatory landscape introduces increasingly stringent waste disposal restrictions and punitive fiscal reform measures including waste levies. We are quantifying the potential costs associated with meeting these requirements. We will be dependent on regulatory authorities clarifying the interpretation and applicability of specific requirements to our waste streams, to determine whether there would be compliance challenges associated with technical and feasibility constraints.
Water use licences being issued by the South African Department of Water and Sanitation are including increasingly stringent requirements, such as waste water discharge limits, that need to be complied with over time which may not be achievable.
From a chemicals management perspective, our products are required to be registered in accordance with regulatory requirements for many of the countries in which we operate, and sold in line with permit conditions, among other considerations. This includes filing of REACH (Registration, Evaluation, Authorisation and Restriction of Chemicals) registrations for chemicals we produce or import into Europe, and chemical notifications for other regions, especially the United States, Canada and China, as well as South Korea, Taiwan and other Asian countries. South Africa is also in the process of localising international commitments on safe chemicals management in national regulations. This includes the adoption of the Globally Harmonized System of Classification and Labelling of Chemicals (GHS) through the Department of Employment and Labour's draft Hazardous Chemical Agents Regulations.
Although systems and processes are in place, monitored and improved upon, to ensure compliance with applicable laws and regulations
applicable to Sasol and its obligations upstream and downstream in the value chain, we cannot assure you that we will be in compliance with all laws and regulations at all times. For example, non-compliance with environmental, health or safety laws may occur from system or human errors in monitoring our emissions of hazardous or toxic substances into the environment, such as the use of incorrect methodologies or defective or inappropriate measuring equipment, errors in manually capturing results, or other mistaken or unauthorised acts of our employees or service providers.
Public opinion and awareness are growing and challenges are increasingly being raised on public health and safety associated with the manufacturing and use of chemicals and industries reliant on fossil fuels. Our manufacturing processes may utilise and result in the emission of or exposure to substances with potential health risks. We also manufacture products which may pose safety, health and environmental risks. Although we remain committed to apply a duty of care principle and implement measures to eliminate or mitigate associated potential risks, including through our commitment to the Responsible Care® programme and adoption of the GHS, we may be subject to liabilities as a result of the use or exposure to these materials or emissions. See "Item 4.BBusiness overviewRegulation" for more detail.
We recognise that evolving chemicals control regulations globally may require additional product safety evaluations with the potential for restrictions on product uses. Consequently, markets may apply pressure on us concerning certain of our products, feedstock, manufacturing processes, transportation and distribution arrangements. As a result of these additional pressures, the associated costs of compliance and other factors, we may be required to modify or withdraw certain products from the market, which could have a material adverse effect on our business, operating results, cash flows, financial condition and reputation.
For example, the fast growth of plastics, combined with challenges in effective waste disposal, has resulted in a global problem associated with plastics waste in the environment.
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The main source of the problem is identified as short-life consumer packaging-type applications, often referred to as single-use plastics. Consumer and regulator sentiment regarding the plastic pollution challenge may pose future responsibilities and business constraints on the wider industry, including Sasol, among other things through extended producer responsibility, bans on certain polymer product applications and reduced demand for polymers where alternatives are perceived to be more acceptable to the markets they serve.
We are subject to risks associated with litigation and regulatory proceedings
As with most large corporations, we are involved from time to time as a party to various lawsuits, arbitrations, regulatory proceedings, investigations or other disputes. Litigation, arbitration and other such legal proceedings or investigations involve inherent uncertainties and, as a result, we face risks associated with adverse judgments or outcomes in these matters. Even in cases where we may ultimately prevail on the merits of any dispute, we may face significant costs defending our rights, lose certain rights or benefits during the pendency of any proceeding or suffer reputational damage as a result of our involvement. We are currently engaged in a number of legal and regulatory proceedings and arbitrations in various jurisdictions including the litigation relating to the Sasol Khanyisa B-BBEE transaction described under "There are country-specific risks relating to the countries in which we operate that could adversely affect our business, operating results, cash flows and financial condition(a) Political and socioeconomic issuesii. Transformation and local content" and the SFI tax proceedings described under "There are country-specific risks relating to the countries in which we operate that could adversely affect our business, operating results, cash flows and financial condition(c) Legal and regulatoryii. Tax laws and regulations", as well as described under "Item 4.BBusiness overviewLegal proceedings and other contingencies".
We could also face potential litigation or governmental investigations or regulatory proceedings in connection with the material weakness we have identified in 2019 in our
internal control over financial reporting (see "We identified material weaknesses in our internal control over financial reporting, which we are still in the process of remediating. If we are unable to remediate these material weaknesses, or if we experience additional material weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately and timely report our financial results, which could cause shareholders to lose confidence in our financial and other public reporting, and adversely affect our share price").
On 5 February 2020, the US law firm Pomerantz LLP announced that it had filed a putative securities class action complaint on behalf of shareholder Chad Lindsey Moshell and other shareholders who purchased Sasol securities from 10 March 2015 to 13 January 2020, against Sasol Limited and five of its current and former executive directors in the United States District Court, Southern District of New York. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and claims, among other things, that: (i) Sasol had conducted insufficient due diligence into, and failed to account for multiple issues with, the LCCP, including as to the true cost of the project; (ii) construction and operation of the LCCP was consequently plagued by control weaknesses, delays, rising costs, and technical issues; (iii) these issues were exacerbated by Sasol's top-level management, who engaged in improper and unethical behaviour with respect to financial reporting for the LCCP and the project's oversight; (iv) all the foregoing was reasonably likely to render the LCCP significantly more expensive than disclosed and negatively impact the company's financial results; and (v) as a result, certain of the company's public statements were materially false and misleading during the class period. On 4 May 2020, Mr. David Cohen was appointed as lead plaintiff and filed an amended complaint on 4 June 2020. Sasol and the individual defendants filed a Motion to Dismiss on 2 July 2020. The lead plaintiff has not specified the quantum of any alleged damages. Any impact of the class action complaint cannot be reasonably estimated at this point in time but
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it cannot be excluded that it may have a material adverse effect on our business, operating results, cash flows and financial condition.
There can be no assurance as to the outcome of any litigation, arbitration or other legal proceeding or investigation, and the adverse determination of material litigation could have a material adverse effect on our business, operational results, cash flows and financial condition.
Uncertainty relating to the London Interbank Offered Rate (LIBOR) calculation process and potential phasing out of LIBOR after 2021 may adversely affect the amounts of interest we pay under our debt arrangements and adversely affect our business, operating results and financial condition
LIBOR is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We have used LIBOR as a reference rate in certain of our credit facilities and loans, such that the interest due to our creditors pursuant to these loans is calculated using LIBOR. On 27 July 2017, the United Kingdom Financial Conduct Authority (FCA), which regulates LIBOR, published the FCA Announcement. The FCA Announcement indicates that the continuation of LIBOR on the current basis is not guaranteed after 2021.
The group has exposure to the US dollar LIBOR through various instruments, including term loans and revolving credit facilities. In 2015, we entered into an interest rate swap for US$1,95 billion to convert variable LIBOR exposure to a fixed rate. It was designated as the hedging instrument in a cash flow hedge. The swap was novated in June 2019 when the underlying LCCP bank term loan was refinanced and hedge accounting discontinued. The swap continues to be an economic hedge that covers a portion of the group's exposure to the LIBOR. After the swap was novated for a second time in July 2019, we redesignated the swap as a hedging instrument in a cash flow hedge.
Banking institutions have been planning for the transition away from LIBOR in advance of 31 December 2021, the date that LIBOR is
generally expected to cease to exist, although the U.K. Financial Conduct Authority has expressed that it and the Bank of England are assessing the impacts of COVID-19 on the progress to meet the expected deadline. It remains unclear, however, whether the cessation of LIBOR will be delayed due to COVID-19 or what form any delay may take, and there are no assurances that there will be a delay. It is also unclear what the duration and severity of COVID-19 will be, and whether this will impact LIBOR transition planning. COVID-19 may also slow regulators' and others' efforts to develop and implement alternative reference rates, which could make LIBOR transition planning more difficult, particularly if the cessation of LIBOR is not delayed but alternatives do not develop.
Therefore, it is not currently possible to predict the effect of the FCA Announcement, including any discontinuation or change in the method by which LIBOR rates are determined, or how any such changes or alternative methods for calculating benchmark interest rates would be applied to any particular existing agreement containing terms based on LIBOR, such as our existing loan agreements. Any such changes or developments in the method pursuant to which LIBOR rates are determined may result in an increase in reported LIBOR rates or any alternative rates. If that were to occur, the amount of interest we pay under our credit facilities and any other financing arrangements may be adversely affected, which may adversely affect our business, operating results and financial condition.
We may not be successful in attracting and retaining sufficiently skilled employees
In order for Sasol to deliver on its strategic objectives, sustainably grow into the future, and effectively operate and continuously improve existing and future assets and technologies, we are highly dependent on our human capital.
While we maintain a focus on attracting and retaining sufficiently skilled and experienced employees, including critical or scarce skills like qualified scientists, engineers, project execution managers, artisans and operators and highly skilled employees in business and functional roles,
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there exist various risks that may impact our ability to attract and retain required skills.
There is increasing competition in global labour markets for critical or scarce skills. The quality and availability of skills in certain labour markets may also be impacted by the challenges within the education and training systems in certain countries in which we operate. Localisation, diversity and other similar legislation in countries in which we operate are also key considerations in the attraction and retention of sufficiently skilled employees. The increasing use of digital technologies across our industry is placing increasing demand on data and digital technology skills. The availability and supply of these new skill sets are limited due to demand outweighing supply. In addition, as the move into the digital space intensifies, future labour market dynamics may significantly change and we may fail to adequately or timeously anticipate and respond to such changes.
The current actions taken by Sasol to conserve cash include a hiring freeze, corporate restructuring, asset disposals and other remuneration-related actions which may increase the risk of not attracting new, valuable talent and losing current talent. In addition, the value of long-term incentives issued to current talent that are linked to the Sasol share price have deteriorated as the share price has declined over the last year.
Without adequate investment in, effective management and deployment of our human capital, and failure to adequately or timeously anticipate changing labour market dynamics, our ability to meet current and future business needs, deliver on our strategy, perform to expectations, remain competitive and deliver stakeholder value may be compromised.
Intellectual property risks may adversely affect our freedom to operate our processes and sell our products and may dilute our competitive advantage
Our various products and processes, including most notably our specialty chemical and energy products and processes, have unique characteristics and chemical structures and, as a result, are subject to confidentiality and/or patent
protection, the extent of which varies from country to country. Rapid changes in our technology commercialisation strategy may result in a misalignment between our intellectual property protection filing strategy and the countries in which we operate. The disclosure of our confidential information and/or the expiry of a patent may result in increased competition in the market for our products and processes, although the continuous supplementation of our patent portfolio reduces such risk to an extent. In addition, aggressive patenting by our competitors, particularly in countries like the US, China, Japan and Europe may result in an increased patent infringement risk and may constrain our ability to operate in our preferred markets.
A significant percentage of our products can be regarded as commodity chemicals, some of which have unique characteristics and chemical structure which make the products more suitable for different applications than typical commodity products. These products are normally utilised by ourselves or our customers as feedstock to manufacture specialty chemicals or application-type products. We have noticed a worldwide trend of increased filing of patents relating to the composition of product formulations and the applications thereof. These patents may create pressure on both Sasol and those of our customers who market these product formulations which may adversely affect our sales to these customers. These patents may also increase our risk to exposure from limited indemnities provided to our customers of these products in case there is a patent infringement which may impact the use of the product on our customers' side. Patent-related pressures may adversely affect our business, market reputation, operating results, cash flows and financial condition.
We believe that our proprietary technology, know how, confidential information and trade secrets provide us with a competitive advantage. A possible loss of experienced personnel to competitors, and a possible transfer of know-how and trade secrets associated therewith, including the patenting by our competitors of technology built on our know-how obtained through former employees may negatively impact this advantage.
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Similarly, operating and licensing technology in countries in which intellectual property laws are not well established and enforced may result in an inability to effectively enforce our intellectual property rights. The risk of some transfer of our know-how and trade secrets to our competitors is increased by the increase in the number of licences granted under our intellectual property, as well as the increase in the number of licensed plants which are brought into operation through entities which we do not control. As intellectual property warranties and indemnities are provided under each new licence granted, the cumulative risk increases accordingly. These risks may adversely affect our business, operating results, cash flows and financial condition.
Increasing competition in relation to products originating from countries with low production and logistical costs may adversely affect our business, operating results, cash flows and financial condition
Certain of our chemical production facilities are located in developed countries, including the US and in Europe. Economic and political conditions in these countries result in relatively high labour costs and, in some regions, relatively inflexible labour markets. Increasing competition from regions with lower production costs and more flexible labour markets, for example the Middle East, India and China, exerts pressure on the competitiveness of our chemical products and, therefore, on our profit margins. This could result in the withdrawal of particular products or the closure of specific facilities, which may have a material adverse effect on our business, operating results, cash flows and financial condition.
We may face potential costs in connection with industry and value chain-related operational interruptions, accidents or deliberate acts of terror causing property damage, personal injuries or environmental contamination
Operational interruptions impacting our operations or value chains may have a material adverse effect on volumes produced and costs. This can be as a result of failure of critical assets, extreme weather events or natural disasters, lack
of feedstock (coal, natural gas, ethane, ethylene), supply chain disruption (inbound and outbound), utility interruption (electricity, water, oxygen, steam, hydrogen, nitrogen) or a breach of our licence to operate (non-compliance with regulatory requirements or permits).
We operate coal mines, explore for and produce oil and gas and operate a number of plants and facilities for the manufacture, storage, processing and transportation of oil, chemicals and gas, related raw materials, products and wastes. These facilities and their respective operations are subject to various risks, such as fires, explosions, releases and loss of containment of hazardous substances, soil and water contamination, flooding, land subsidence, and geological complexity, among others. As a result, we are subject to the risk of, and in the past have experienced, industry-related incidents. Such incidents can be subjected to inspections by relevant authorities, with the associated potential consequences of enforcement action, including directions to temporarily cease and desist operations and the imposition of fines and penalties. This may have a material adverse effect on our business.
Our global facilities are also subject to the risk of deliberate acts of terror.
Our main Secunda production facilities are concentrated in a relatively small area in Secunda, South Africa. The size of the facility is approximately 83 square kilometres (km2) with operating plants accounting for 9 km2. This facility utilises feedstock from our mining and gas businesses, while the chemical and energy businesses elsewhere also rely on the facility for the raw materials it produces. Accidents and acts of terror may result in damage to our facilities and may require the shutdown of the affected facilities, thereby disrupting production and increasing production costs and may in turn disrupt the mining, gas, chemicals and oil businesses which make up a significant portion of our total income. Furthermore, accidents or acts of terror at our operations may have caused, or may in future cause, environmental contamination, personal injuries, health impairment or fatalities and may result in exposure to extensive
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environmental remediation costs, civil litigation, the imposition of fines and penalties and the need to obtain or implement costly pollution-control technology.
Sasol operates the Pande and Temane gas fields in Mozambique. Gas is produced from a portfolio of wells, and then processed through a Central Processing Facility (CPF). Gas is sold to our operations in Secunda and Sasolburg as well as to external customers in Mozambique and South Africa. The production of gas through wells, pipelines and a processing plant is inherently exposed to the risk of integrity failures which may result in a loss of containment and/or a disruption of gas supply to our own and/or customers operations. The risk of any well, pipeline or plant equipment failure is managed through a structured, continuously ongoing maintenance and management programme. Short- and medium-term interruptions (e.g. COVID-19) are managed by means of existing contractual mechanisms. Were Sasol's Mozambique gas wells or facilities to experience a catastrophic, simultaneous, long-term outage, particularly if we were then unable to offset such outages through existing contractual gas sales agreement mechanisms, this could have a material adverse effect on our revenue, cash flows and costs.
Our products are ultimately sold to customers around the world and this exposes us to risks related to the transportation of such products by road, rail, pipelines and/or marine vessels or the nefarious use of our products for illegitimate purposes, such as the manufacture of illicit drugs and chemical weapons, or the use of explosives for violent and criminal acts. Such activities would generally take place in the public domain exposing us to incident risks over which we have limited control.
It is Sasol's policy to ensure effective service provider management and procure appropriate property damage and business interruption insurance cover for its production facilities above acceptable deductible levels at acceptable commercial premiums. However, full cover for all loss scenarios may not be available at acceptable commercial rates, and we cannot give any assurance that the insurance procured for any particular year would cover all potential risks
sufficiently or that the insurers will have the financial ability to pay all claims that may arise.
The costs we may incur as a result of the above or related factors could have a material adverse effect on our business, operating results, cash flows and financial condition.
Exposure related to investments in associates and joint arrangements may adversely affect our business, operating results, cash flows and financial condition
We have invested in a number of associates and joint arrangements and will consider opportunities for further upstream gas and downstream investments (including licensing opportunities), where appropriate, as well as opportunities in chemicals. The development of these projects may require investments in associates and joint arrangements, some of which are aimed at facilitating entry into countries and/or sharing risk with third parties. Although the risks are shared, the objectives of our associates and joint arrangement partners; their ability to meet their financial and/or contractual obligations; their behaviour; their compliance with legal and ethical standards; and the increasing complexity of country-specific legislation and regulations may adversely affect our reputation and/or result in disputes and/or litigation. All of these may have a material adverse effect on our business, operating results, cash flows and financial condition, and may constrain the achievement of our growth objectives.
We may face the risk of information security breaches or attempts to disrupt critical information technology services, which may adversely impact our operations
The increasing use of information technology (IT) and digital infrastructure systems in operations is making all industries, including the energy and chemicals industries, much more susceptible to cyber threats and information security breaches. IT and digital systems with related services include our financial, commercial, transacting and production systems. Sasol has an information security programme in place to mitigate the risks that come with cyber threats and information security breaches but recognises
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that if there is a breach of information security we could experience disruptions of critical services, or in the worst case scenario, this could have a material adverse effect on our business, operating results, cash flows and financial condition and our disclosure control processes.
In addition, we operate in countries that have data protection laws and regulations. Although it is our policy to comply with all applicable laws, and notwithstanding training, awareness and compliance programmes, non-compliance with data protection laws could result in fines and/or civil claims and damages. This could have a material adverse impact on our reputation and a consequential financial impact.
We may not pay dividends or make similar payments to shareholders in the future due to various factors
As further described under Item 8. Financial Information, the company's dividend policy takes into consideration various factors, including overall market and economic conditions, the group's financial position, capital investment plans as well as earnings growth. Whether funds are available for distribution to shareholders depends on a variety of factors, including the amount of cash available and our capital expenditures and other liquidity requirements existing at the time. Under South African law, the company will be entitled to pay a dividend or similar payment to its shareholders only if it meets the solvency and liquidity tests set out in the Companies Act of South Africa 71 of 2008, and is permitted to do so in terms of the Memorandum of Incorporation (MOI). Given these factors and our board's discretion to declare cash dividends or other similar payments, dividends may not be paid in the future.
Given Sasol's current financial leverage and the risk of a prolonged period of economic uncertainty, the board believes that it would be prudent to continue with the suspension of dividends. This will allow us to protect our liquidity in the short term and focus on reducing leverage in order to create a firm platform to execute our strategy and drive long-term shareholder returns. In addition, in accordance with the covenant amendment agreement with
lenders, Sasol will not be in a position to declare a dividend for as long as net debt to EBITDA is above 3,0 times. We expect the balance sheet to regain flexibility following the implementation of our comprehensive response plan.
We may not be able to exploit technological advances quickly and successfully or competitors may develop superior technologies
Many of our operations, including the manufacture of synthetic fuels and petrochemical products, are dependent on the use of advanced technologies. The development, commercialisation and integration of the appropriate advanced technologies can affect, among other things, the competitiveness of our products, the continuity of our operations, our feedstock requirements and the capacity and efficiency of our production.
It is possible that new technologies or novel processes may emerge and that existing technologies may be further developed in the fields in which we operate. Unexpected advances in employed technologies or the development of novel processes can affect our operations and product ranges in that they could render the technologies we utilise or the products we produce obsolete or less competitive in the future. Difficulties in accessing new technologies may impede us from implementing them and competitive pressures may force us to implement these new technologies at a substantial cost.
In addition to the technological challenges, a number of our expansion projects are integrated across our value chain. Delays with the development of an integrated project might, accordingly, have an impact on more than one business segment.
Our ability to compete may partly depend on our timely and cost-effective implementation of new technological advances. It will also depend on our success in commercialising these advances irrespective of competition we face. Failure to do so could result in a material adverse effect on our business, operating results, cash flows and financial condition.
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The exercise of voting rights by holders of American Depositary Receipts is limited in some circumstances
Holders of American Depositary Receipts (ADRs) may exercise voting rights with respect to the ordinary shares underlying their ADSs only in accordance with the provisions of our deposit agreement (Deposit Agreement) with J.P. Morgan Chase Bank N.A. (J.P. Morgan), as the depositary (Depositary). For example, ADR holders will not receive notice of a meeting directly from us. Rather, we will provide notice of a shareholders meeting to J.P. Morgan in accordance with the Deposit Agreement. J.P. Morgan has undertaken in turn, as soon as practicable after receipt of our notice, to mail voting materials to holders of ADRs. These voting materials include information on the matters to be voted on as contained in our notice of the shareholders meeting and a statement that the holders of ADRs on a specified date will be entitled, subject to any applicable provision of the laws of South Africa and our MOI, to instruct J.P. Morgan as to the exercise of the voting rights pertaining to the shares underlying their respective ADSs.
Upon the written instruction of an ADR holder, J.P. Morgan will endeavour, in so far as practicable, to vote or cause to be voted the shares underlying the ADSs in accordance with the instructions received. If instructions from an ADR holder are not received by J.P. Morgan by the date specified in the voting materials, J.P. Morgan will not request a proxy on behalf of such holder. J.P. Morgan will not vote or attempt to exercise the right to vote other than in accordance with the instructions received from ADR holders.
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct J.P. Morgan to vote the shares underlying your ADSs. In addition, J.P. Morgan and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be no recourse if your voting rights are not exercised as you directed.
Holders of Sasol's ordinary shares or ADSs may be subject to dilution as a result of any non-pre-emptive share issuance, and shareholders outside South Africa or ADS holders may not be able to participate in future offerings of securities (including Sasol's ordinary shares) carried out by or on behalf of Sasol
Future share issuances by Sasol, with or without subscription rights, could (depending on how the share issuance is structured) dilute the interests of existing shareholders or require them to invest further funds to avoid such dilution.
In the case of an equity offering with subscription rights, holders of Sasol's shares in certain jurisdictions may not be entitled to exercise such rights unless the rights and the related shares are registered or qualified for sale under the relevant legislation or regulatory framework. In particular, holders of Sasol's securities who are located in the United States (including those who hold ordinary shares or ADSs) may not be able to participate in securities offerings by or on behalf of Sasol unless such equity offerings are registered under the U.S. Securities Act of 1933 (the Securities Act) or exempted from registration under the Securities Act. Holders of these shares in these jurisdictions may therefore suffer dilution should they not be permitted to, or otherwise choose not to, participate in future equity offerings with subscription rights.
Sales of a large amount of Sasol's ordinary shares and ADSs could adversely affect the prevailing market price of the securities
Historically, trading volumes and the liquidity of shares listed on the JSE have been low in comparison with other major markets. The ability of a holder to sell a substantial number of Sasol's ordinary shares on the JSE in a timely manner, especially in a large block trade, may be restricted by this limited liquidity. The sales of ordinary shares or ADSs, if substantial, or the perception that these sales may occur and be substantial, could exert downward pressure on the prevailing market prices for Sasol ordinary shares or ADSs, causing their market prices to decline.
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ITEM 4. INFORMATION ON THE COMPANY
4.A History and development of the company
Sasol Limited, the ultimate holding company of our group, is a public company. It was incorporated under the laws of South Africa in 1979 and has been listed on the JSE Limited since October 1979. Our registered office and corporate headquarters are at Sasol Place, 50 Katherine Street, Sandton, 2196, South Africa, and our telephone number is +27 10 344 5000. Our agent for service of process in the US is Puglisi & Associates, 850 Library Avenue, Suite 204, P.O. Box 885, Newark, Delaware 19715.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding Sasol that we file electronically with the SEC. To find the required information please visit www.sec.gov. For further information please visit www.sasol.com. This website is not incorporated by reference in this annual report.
For a description of the company's principal capital expenditures and divestitures refer to "Item 5.BLiquidity and capital resources".
4.B Business overview
Sasol is an international integrated chemicals and energy company that, through its talented people, uses selected technologies to safely and sustainably source, produce and market chemical and energy products competitively to create superior value for our customers, shareholders and other stakeholders.
For details regarding the following sections, refer as indicated.
Seasonality
Sales volumes of our products are generally not subject to seasonal fluctuations but tend to follow broader global industry trends and are therefore impacted by macroeconomic factors. Sasol operates globally and in many diverse markets, and accordingly, no element of seasonality is likely to be material to the results of Sasol as a whole. For further information regarding cyclicality, prices and demand, refer to "Item 3.DRisk factors".
Raw materials
In the Southern Africa value chain, the main feedstock components for the production of fuels and chemical products are coal obtained from Sasol Mining, natural gas obtained from Sasol Exploration and Production International and crude oil purchased from external suppliers.
In our Chemicals business, the main feedstocks used are kerosene, benzene, ethane, ethylene, oleochemicals, slack wax and aluminium. Feedstocks are purchased externally, with the exception of a portion of ethylene which is produced at our Lake Charles facility and the Fischer-Tropsch-based feedstock used for our South African polymer, solvents, alcohol, wax, ammonia, phenolics, and co-monomer production. The pricing of most of these raw materials follow global market dynamics which relate to crude oil and energy prices.
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Marketing channels and principal markets
In our Operating Business Units, we make use of direct sales models, long-term marketing gas sales agreements and short-term crude oil sale and purchase agreements.
Our Regional Operating Hubs channel their products through the Strategic Business Units to external markets.
In our Strategic Business Units, marketing channels can be divided into the following main areas:
Energy:
Base Chemicals:
Performance Chemicals:
Factors on which the business is dependent
Intellectual property
Our proprietary or licensed technologies, our software licences, procedures and protocols support Sasol's competitive advantage. These consist of:
The Sasol Slurry Phase DistillateTM (Sasol SPDTM) processBased on our Technology function's extensive experience in the commercial application of the Fischer-Tropsch (FT) technology, we have successfully commercialised the FT-based Sasol SPDTM process for converting natural gas into high-quality, environment-friendly GTL diesel, GTL kerosene and other liquid hydrocarbons.
The Sasol SPDTM process integrates the following three main technologies, each of which is commercially proven. These include:
Currently we believe, based on our knowledge of the industry and publicly available
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information, that globally, we have the most extensive experience in the application of FT technology on a commercial scale. The Sasol SPDTM process converts natural gas into diesel and other liquid hydrocarbons, which are generally more environmentally friendly and of higher quality and performance compared to the equivalent crude oil-derived products. In view of product specifications gradually becoming more stringent, especially with respect to emissions, we believe that this option is environmentally friendly. The Sasol SPDTM process can further be adopted to produce differentiated value-added products, such as GTL base oils. The superior quality of GTL base oils positions these products firmly as premium components in the formulation of top-tier lubricants.
Key contracts
ORYX GTL, our 49% joint venture in Qatar, purchases natural gas feedstock from Al Khaleej Gas, a joint venture between ExxonMobil Middle East Gas Marketing Limited and Qatar Petroleum, under a gas purchase agreement with a contracted minimum off-take volume. The agreement commenced in November 2005 and is valid for 25 years. The duration of the agreement may be extended by the parties on terms and conditions that are mutually agreed.
Escravos GTL (EGTL), in which we held a 10% indirect economic interest, purchases 100% of its gas requirements for the EGTL plant from an upstream joint venture between Chevron Nigeria Limited (CNL) and Nigerian National Petroleum Corporation (NNPC). In June 2020, Sasol sold its participating interest in EGTL to CNL.
Central Térmica de Ressano Garcia (CTRG), our 49% joint operation in Mozambique, purchases natural gas feedstock produced at our natural gas asset Pande-Temane Petroleum Production Agreement (PPA). CTRG has a gas transport agreement with the Republic of Mozambique Pipeline Investments Company (Pty) Ltd (ROMPCO) and a power purchase agreement with EDM. The agreements commenced on 27 February 2015 and are valid for 20 years.
ROMPCO is owned by Sasol (Sasol South Africa Ltd), 50%; the South African Gas Development Company SOC Limited (iGas) a subsidiary of the Government of South African-owned Central Energy Fund (CEF), 25%; and Companhia Moçambicana de Gasoduto SA (CMG), a subsidiary of Government of Mozambique-owned ENH, 25%. ROMPCO transports natural gas from the Pande and Temane gas fields in Mozambique to markets in Mozambique and South Africa via the Mozambique-Secunda gas transmission pipeline (MSP).
Divestment processes are underway with respect to our equity interests in ROMPCO.
In October 2019, Sasol announced its intention to form a new explosives partnership with Enaex S.A. On 30 June 2020, Sasol concluded the transaction to sell 51% share in the business to Enaex S.A. On 1 July 2020, Enaex Africa (Pty) Ltd, in association with Sasol, officially started operating in South Africa and on the African continent. As part of the transaction, Sasol South Africa signed a 20-year product supply agreement with Enaex Africa (Pty) Ltd for Ammonium Nitrate.
On 28 July 2020, Sasol announced that an exclusive negotiation agreement had been signed with Air Liquide for the sale of its sixteen air separation units located in Secunda. As part of the divestment transaction a long-term oxygen off-take agreement will be signed with Air Liquide.
Refer to "Item 4.DProperty, plants and equipmentExploration and Production International (E&PI)" for detail regarding key contracts in Gabon and Mozambique.
Legal proceedings and other contingencies
From time to time, Sasol companies are involved in litigation, tax and similar proceedings in the normal course of business. Although the outcome of these claims and disputes cannot be predicted with certainty, a detailed assessment is performed on each matter, and a provision is recognised, or contingent liability disclosed, where appropriate in terms of International Financial Reporting Standards.
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As reported previously, the South African Revenue Service (SARS) conducted an audit over a number of years on SFI which performs an offshore treasury function for Sasol. The audit culminated in the issuance of revised assessments in respect of the 2002 to 2012 tax years and the dispute relates to the place of effective management of SFI. SFI has co-operated fully with SARS during the course of the audit relating to these assessments. The potential tax exposure is R2,5 billion (including interest and penalties as at 30 June 2020), which is disclosed as a contingent liability.
SFI lodged an objection and appeal in the Tax Court against the revised assessments. SFI and SARS have come to a mutual agreement that the appeal and related Tax Court processes will be held in abeyance pending the outcome of the judicial review application noted below.
In addition, Sasol has also launched a judicial review application against the SARS decision to register SFI as a South African taxpayer. Pursuant to the judicial review process, the interlocutory application by Sasol regarding the disclosure of further elements of the record of decision by SARS was heard in the High Court on 19 February 2020, and judgement was delivered in favour of SFI on 14 July 2020. Further pleadings will be exchanged between the parties once the relevant records per the interlocutory judgement are made available by SARS.
Sasol is committed to comply with tax laws and any disputes with tax authorities on the interpretation of tax laws and regulations will be addressed in a transparent and constructive manner.
For a description of the legal review of the NERSA maximum pricing and transmission tariffs refer to "Item 3.DRisk factorsLegislation in South Africa on petroleum and energy activities may have an adverse impact on our business, operating results, cash flows and financial conditionRegulation of pipeline gas activities in South AfricaThe Gas Act".
A judgement by the South African Constitutional Court in 2011 confirmed the right of employees in the mining industry who contracted certain occupational diseases to claim damages from their employers. Similar cases have also been
threatened against participants in the coal sector of the mining industry. As a result of the Constitutional Court judgement referred to above, Sasol Mining is currently the defendant in three separate litigation matters. The first matter was instituted by 22 claimants who allege that they have contracted coal dust related lung diseases, including pneumoconiosis, while in Sasol Mining's employment. The plaintiffs allege that they were exposed to harmful quantities of coal dust while working underground for Sasol Mining and that the company failed to comply with various sections of the Mine Health and Safety Act, 1996; failed to comply with various regulations issued in terms thereof; and failed to take effective measures to reduce the exposure of mine workers to coal dust. The plaintiffs allege that all of the above increased the risk for workers to contract coal dust related lung diseases.
The first lawsuit is not a class action but rather 22 individual cases, each of which will be judged on its own merits. Two plaintiffs have since passed away and their claims have been withdrawn. The remaining 20 plaintiffs seek compensation for damages relating to past and future medical costs and loss of income amounting to R67,7 million in total. Sasol Mining is defending the claims.
Insofar as the trial has not commenced yet and a response from the plaintiffs to a request for further particulars is still being awaited, it is not possible at this stage to make an estimate of the likelihood that the plaintiffs will succeed with their claim and if successful, what the quantum of damages would be that the court will award. Therefore, no provision has been raised at 30 June 2020.
In addition to the above, during 2009, certain employees in Sasol Mining were charged with participation in an unprotected sit-in, threatening and forcing others to participate in an unprotected strike and for assaulting or attempting to assault others during an unprotected strike and were subsequently dismissed. These employees are disputing their dismissal. On 19 September 2019, the Labour Court passed a judgement directing inter alia Sasol Mining to re-instate the employees and pay certain past benefits. Sasol Mining filed an application for leave to appeal the judgement on 10 October 2019. Leave to appeal was granted by
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the Labour Court on 12 February 2020. Once all records and pleadings are filed, the Labour Appeal Court will set a date for the appeal to be heard. No provision has been raised at 30 June 2020.
Following certain complaints submitted to the South African Broad Based Black Economic Empowerment Commission (B-BBEE Commission) by direct and indirect shareholders in Tshwarisano LFB Investment (Pty) Ltd (Tshwarisano) relating to Tshwarisano's 25% shareholding in Sasol Oil (Pty) Ltd (Sasol Oil), the B-BBEE Commission is investigating the compliance by Sasol Oil and other affected stakeholders with the South African B-BBEE Act, 53 of 2003 (B-BBEE Act). While certain of these investigations are still ongoing, Sasol Oil has received findings and recommendations from the B-BBEE Commission in relation to a complaint by a particular shareholder who complained about unfavourable terms and conditions of a funding arrangement concluded between the shareholder and its funders in order to fund its acquisition of shares in Tshwarisano. Sasol Oil was not a party to the funding agreement. The shareholders in question alleged that they did not derive any economic benefit from the said funding arrangement. Sasol Oil has fully co-operated with the B-BBEE Commission during all of the ongoing investigations and will continue to do so.
In terms of the provisions of the B-BBEE Act the final findings of the B-BBEE Commission in this matter cannot be published yet. Sasol Oil has notified the B-BBEE Commission that it does not agree with the findings and that Sasol Oil will institute a legal review application in order for the High Court to overturn the findings made by the B-BBEE Commission. Sasol Oil has since instituted an application in the High Court for the B-BBEE Commission's findings to be reviewed and set aside. Due to the nature of litigation matters the outcome of the matter cannot be predicted with certainty.
In addition, the quantum of any ultimate financial liability for Sasol Oil resulting from a possible adverse finding against Sasol Oil in this matter cannot be established at this time, this matter currently represents a general contingent liability for the company.
We are currently engaged in a number of legal and regulatory proceedings and arbitrations in various jurisdictions, including the litigation relating to the securities class action law suit described under "Item 3.DRisk factorsWe are subject to risks associated with litigation and regulatory proceedings".
Further, from time to time, communities and non-governmental organisations challenge our environmental licences and related applications because of concerns regarding potential health and environmental impacts associated with Sasol's activities.
The South African National Environmental Management: Air Quality Act prescribes minimum emission standards, applicable to existing plants which had to be complied with starting on 1 April 2015. Some parts of our operating units in South Africa were not able to comply with the minimum emission standards, and accordingly, applied for postponements. On 24 February 2015, the Department of Environment, Forestry and Fisheries issued the postponement decisions. In those instances where Sasol was granted compliance extensions for less than the five years it initially requested, Sasol received further postponements. Sasol continues to operate under atmospheric emission licences that incorporate these postponement decisions.
More stringent minimum emission standards applicable to existing plants were required to be complied with starting on 1 April 2020. Some parts of our operating units in South Africa could not comply with these and therefore in March 2019 Sasol submitted applications for postponements on the timeframe to comply with the more stringent minimum emission standards. It is uncertain whether these further postponement applications will be granted or whether they will be challenged by third parties and if so, whether any decisions granted in respect thereof can always be successfully defended. In the case of a postponement decision being declared invalid, the consequences for Sasol may be material as operating units may be found in non-compliance with the aforementioned Air Quality Act and the associated atmospheric emission licence. Sasol needs to make substantial investment to meet minimum emissions standards requirements.
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Competition law compliance
Sasol continuously evaluates its compliance programmes and controls in general, including its competition law compliance programme and controls. As a consequence of these compliance programmes and controls, including monitoring and review activities, Sasol has adopted appropriate remedial and/or mitigating steps, where necessary or advisable, lodged leniency applications, and made, and will continue to make, disclosures on material findings as and when appropriate. These ongoing compliance activities have already revealed, and may still reveal, competition law contraventions or potential contraventions in respect of which we have taken, or will take, appropriate remedial and/or mitigating steps including lodging leniency applications.
Environmental orders
To ensure our ongoing compliance with air quality regulations in South Africa, Sasol applied for certain postponements to manage our short-term challenges relating to the compliance timeframes in adhering to the stricter emission standards. These extensions and associated conditions, which include stretched targets, are included in the relevant varied AELs under which we now operate. In April 2020, Sasol submitted applications for postponements on the timeframe to comply for additional point sources that were identified subsequent to the last postponement application. This application is currently with the Department of Environment, Forestry and Fishing for a decision.
Sasol's commitment remains to re-commission the Sasolburg incinerators only if compliance with the various applicable emission limits can be sustained. Both our Sasolburg and Secunda Synfuels operations renewed their AELs during 2019. Sasol's environmental obligation accrued at 30 June 2020 was R21 790 million compared to R18 742 million at 30 June 2019. Due to uncertainties regarding future costs, the potential loss in excess of the amount accrued cannot be reasonably determined.
Regulation
The South African government has, over the past 26 years, introduced a legislative and policy regime with the imperative of redressing historical social and economic inequalities, as stated in the Constitution of the Republic of South Africa, by way of the empowerment of historically disadvantaged South Africans (HDSAs) in the areas of ownership, management and control, employment equity, skills development, procurement, enterprise development and socioeconomic development.
Most of our operations are based in South Africa, but we also operate in numerous other countries throughout the world. In South Africa, we operate coal mines and a number of production plants and facilities for the storage, processing and transportation of raw materials, products and wastes related to coal, oil, chemicals and gas. These facilities and the respective operations are subject to various laws and regulations that may become more stringent and may, in some cases, affect our business, operating results, cash flows and financial condition.
Our business activities in South Africa relating to coal mining, petroleum production, distribution and marketing of fuel products, electricity and gas are subject to regulation by various government departments and independent regulators. Refer to "Item 3.DRisk factors" for details on particular aspects of regulations affecting our business activities.
Empowerment of historically disadvantaged South Africans
Black Economic Empowerment policies and legislation
Broad-Based Black Economic Empowerment Act, 53 of 2003 (B-BBEE Act)
Sasol is well aligned with the economic transformation and sustainable development objectives embodied in the South African legislative and regulatory framework governing Broad-Based Black Economic Empowerment (B-BBEE). The key elements of this framework are the B-BBEE Act and the Codes of Good Practice (the new Codes were gazetted on
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11 October 2013 and promulgated on 1 May 2015 and further amended during May 2019) for B-BBEE issued by the Minister of Trade and Industry in terms of the Act (Codes), as well as the Charters (i.e. the Mining Charter and Liquid Fuels Charter) adopted by the various sectors within which Sasol operates businesses and the related scorecards.
Our most recent certification issued in November 2019 puts us at a contributor status of level 3 and represents a key milestone in our transformation efforts, with year-on-year improvements being realised across most pillars of the scorecard.
Sasol continues to entrench transformation within the organisational culture, enhancing its commitment as a corporate citizen.
Sasol Khanyisa transaction
Sasol implemented a new B-BBEE ownership transaction (the "Sasol Khanyisa Transaction", or "Sasol Khanyisa") in phases from March 2018, structured to comply with the revised B-BBEE legislation in South Africa when the Sasol Inzalo transaction came to an end in 2018. By implementing the Sasol Khanyisa transaction, the company sought to ensure on-going and sustainable B-BBEE ownership credentials.
The participants of the original Sasol Inzalo transaction and qualifying black employees (including those who participated in Sasol Inzalo) were invited to participate in Sasol Khanyisa.
Sasol Khanyisa has certain elements structured at a subsidiary level, namely Sasol South Africa Limited ("SSA"which was a wholly-owned subsidiary of Sasol before the effective date of Sasol Khanyisa), which houses the majority of the South African operations of Sasol. If the transaction conditions are fulfilled, ownership by participants in SSA at the end of the transaction will be exchanged for Sasol BEE ordinary shares in Sasol Limited based on the relative value of the SSA and Sasol BEE ordinary shares at the time of the exchange.
The accounting recognition and measurement principles applied to the Sasol Khanyisa transaction are the same as those applied to the Sasol Inzalo transaction, as the substance of both
transactions was the same. Based on the underlying assumptions made by Sasol, the total IFRS 2 charge associated with Sasol Khanyisa is R6,5 billion over the life of the transaction, of which R1 068 million was recognised in 2020 (2019R952 million).
With the implementation of Sasol Khanyisa, approximately 18,4% of SSA is in direct black ownership, which, together with black ownership at Sasol Group level, translates into at least 25% black ownership credentials at SSA level (for purposes of measuring black ownership credentials under the current B-BBEE legislation).
Refer to "Item 18Financial StatementsNote 38Share-based payment reserve" for further information.
The Mining Charter
The Broad-Based Black Economic Empowerment Charter for the South African Mining and Minerals Industry (Mining Charter) requires mining companies to meet various criteria intended to promote meaningful participation in the industry of HDSAs. The various iterations of the Mining Charter have been the subject of much legal disagreement between industry and the government, most particularly on the issue of equity ownership of mining companies.
In recent developments, the Minerals Council of South Africa filed an application for a judicial review of the gazetted Mining Charter, citing problems with certain clauses and the fact that past deals were not sufficiently recognised, for which the legal process is still ongoing.
We are considering the revised Mining Charter and will make representations to the Department of Mineral Resources and Energy if necessary.
The Mineral and Petroleum Resources Development Amendment Bill
The South African Minister of Mineral Resources and Energy withdrew the Mineral and Petroleum Resources Development Amendment Bill (the MPRDA Bill) from Parliament and separated oil and gas matters from mining. The draft upstream Petroleum Resources Bill was
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published in the Government Gazette on 24 December 2019 and Sasol commented directly to the Department of Minerals and Energy and via the relevant business association. Due to the impact of COVID-19, further consultation processes were delayed and the legislative process is still ongoing.
The MPRDA Bill, now with a mining focus, contains certain provisions that may have a material negative effect on the mining industry. These include elevating the Codes of Good Practice for the South African Minerals Industry, the Housing and Living Conditions Standards for the Mineral Industry and the Amended Broad-Based Socio-Economic Empowerment Charter for the South African Mining and Minerals Industry to the status of legislation without such documents having followed the normal route to create legislation. Another potential negative material effect on the mining industry is linked to the obligation for mining companies to sell a certain percentage of their production to local beneficiaries at a so-called "mine gate price" which will most likely be lower than the price at which the producer can sell the minerals in the open market.
The Liquid Fuels Charter
The Liquid Fuels Charter (LFC) for the South African Petroleum and Liquid Fuels Industry on Empowering HDSAs in the Petroleum and Liquid Fuels Industry requires liquid fuels companies, including Sasol Oil, to ensure that HDSAs hold at least 25% equity ownership in the South African entity holding their operating assets by the end of a period of 10 years from the date of the signing of the Charter.
In order to meet this equity ownership objective, Sasol Limited entered into a B-BBEE transaction with an HDSA-owned company, Tshwarisano, in terms of which Sasol disposed of 25% of its shareholding in Sasol Oil to Tshwarisano. With effect from 1 July 2006, Sasol Oil met the 25% BEE ownership target, with Tshwarisano holding 25% of the shares in Sasol Oil in line with the Charter.
Tshwarisano's shareholding is fully unencumbered after it settled the last of its debt relating to its equity shareholding in February 2016.
The Department of Mineral Resources and Energy in concurrence with the Department of Trade and Industry initiated a process to establish a Sector Charter (Petroleum and Liquid Fuels Sector Charter) to supersede the LFC in terms of section 12 of the B-BBEE Act. The outcome or potential effect of this process on Sasol cannot be assessed at this time.
The Restitution of Land Rights Act, 22 of 1994
Our privately held land could be subject to land restitution claims under the Restitution of Land Rights Act, 22 of 1994. Under this act, any person who was dispossessed of rights to land in South Africa as a result of past racially discriminatory laws or practices is granted certain remedies, including, but not limited to the restoration of the land claimed with or without compensation to the holder.
Mining rights
Sasol Mining is the holder of mining rights in terms of the Mineral and Petroleum Resources Development Act, 2002, in respect of its operations in the Mpumalanga and Free State provinces in South Africa.
In respect of the Secunda mining complex in Mpumalanga, Sasol Mining has four mining rights situated within the Bethal, Secunda, Highveld Ridge, Balfour and Standerton magisterial districts. These mining rights are valid for periods between 20 and 30 years. Sasol is the holder of various mining rights. The Secunda complex mining right is valid until 28 March 2040. The Block IV and Alexander Block mining rights are also situated in the Secunda area and are valid until 27 August 2037 and 21 January 2048 respectively. The Sasolburg mining right is valid until 28 March 2040.
Coal mining activities in the Free State province near the town of Sasolburg are conducted by virtue of Sasol Mining holding a mining right which is valid until 2040.
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Safety, health and environment
Regions in which Sasol operates and their applicable legislation
South Africa
The major part of our operations is located in South Africa. We operate a number of plants and facilities for the manufacture, storage, processing and transportation of chemical feedstock, products and wastes. These operations are subject to numerous laws and regulations relating to safety, health and the protection of the environment.
Environmental regulation
The Constitution of the Republic of South Africa (the Constitution) contains the underlying right which must be given effect to by environmental legislation in South Africa. The South African National Environmental Management Act, 107 of 1998 is therefore the framework act which primarily aims to give effect to the Constitutional environmental right. It also underpins specific environmental management acts, such as the National Environmental Management: Waste Act, 59 of 2000 (National Environment Management: Waste Act), the National Water Act, 36 of 1998, and the National Environmental Management: Air Quality Act, 39 of 2004 which all, in turn, regulate specific environmental media and the associated regulation of potential impacts thereon. The National Environmental Management: Waste Act also specifically regulates the process for management of contaminated land. These Acts also provide for enforcement mechanisms as well as provisions for the imposition of criminal sanction. These also apply to mining activities.
Apart from South Africa's international commitments, the country's climate change mitigation regulation is still being developed. Sasol continues to engage with the government on the development of the Climate Change Bill as well as the imposition of mandatory carbon budgets. Sasol's engagement focuses on the need for alignment of mitigation instruments in an effort to create long-term policy certainty. Although not mandatory, Sasol is participating in the first phase of the carbon budget process and
has received and agreed to the carbon budget allocated to it, which is in place until the end of calendar year 2020. The National GHG Emission Reporting Regulations and the National Pollution Prevention Plan Regulations were promulgated in April and June 2017 respectively. Sasol has accordingly submitted its GHG data and its pollution prevention plans have been approved. The Carbon Tax Act No 15 of 2019 was signed into law in May 2019 and came into effect on 1 June 2019.
For information regarding our challenges associated with these regulatory requirements refer to "Item 3.DRisk factors".
Germany and Italy
In Germany and Italy, we operate a number of plants and facilities for the manufacture, storage, processing and transportation of chemical feedstock, products and waste. These operations are subject to numerous laws and ordinances relating to safety, health and the protection of the environment, and non-compliance with these regulations could lead to a material adverse impact on Sasol's ability to operate in these countries.
Hazardous substances
Provisions for the protection of humans and the environment against the harmful effects of hazardous substances and preparations are provided in the Chemicals Act, and related ordinances on the Prohibition of Certain Chemicals and Hazardous Incidents. All hazardous substances are subject to the requirements of the EU REACH Regulation, including requirements for registration and notification obligation before these substances can be brought onto the market. Hazardous substances and mixtures must be classified, labelled and packed in accordance with the EU classification, labelling and packaging regulation. Further regulations prohibiting and limiting manufacture, marketing and use also apply.
United States
In the US, we operate a number of plants and facilities for the storage and processing of chemical feedstock, products and wastes. Sasol's
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US operations and growth projects are subject to numerous laws, regulations and ordinances relating to safety, health and the protection of the environment, and non-compliance with these regulations could lead to a material adverse impact on Sasol's ability to operate in the United States. Regulation relating to climate change in the US at the federal level is currently uncertain given the US political environment, but climate change policy continues to be developed at the state level, and to some extent, through the judicial system. The current administration has not materially diminished environmental regulation and enforcement, particularly with respect to air quality. Our operations in the US remain regulated at the federal, state, and local level relating to health, safety, environment, and community impact. In the US, we anticipate continuing to respond in part to the regulatory environment through existing systems and control technology as well as through efficiency and control technology reviews and improvement opportunities where appropriate, in order to minimise the impact of the current and future regulations on our US operations.
Hazardous substances are, in particular, regulated by a standard that incorporates the requirements of the Globally Harmonised System for classification and labelling of chemicals into occupational health and safety legislations. Chemical manufacturers and importers are required to evaluate the hazards of the chemicals they produce or import and prepare labels and safety data sheets to convey the hazard information to their downstream customers.
Canada
The British Columbia (BC) Petroleum and Natural Gas Act and Environmental Management Act are the primary sources of regulatory controls over our natural oil and gas-producing areas in Canada. The acts and supporting legislation are administered by the BC Oil & Gas Commission to regulate the oil and gas industry and ensure public safety, environmental protection, conservation of petroleum resources and equitable participation in production. Regulations aimed at achieving methane reductions have recently been published.
In late 2016, the Canadian federal government announced a national carbon price programme requiring all provinces and territories to have carbon pricing initiatives in effect by 2018 at a minimum of CAD10/tonne of CO2 equivalent emissions, to increase by CAD10/tonne annually until they reach CAD50/tonne in 2022. The introduction of the national carbon price programme is having a relatively minor financial impact on Sasol's Canadian operations.
Mozambique
A National Environmental Policy (Resolution 5/1995, of 3 August) is the government document outlining the priorities for environmental management and sustainable development in Mozambique, including the required legal framework. The Environmental Law (Law 20/1997, of 1 October as amended by Law 16/2014, of 20 June) provides a legal framework for the use and correct management of the environment and its components and to assure sustainable development in Mozambique.
The Petroleum Act (Law 21/2014, of 18 August) and the Petroleum Operations Regulations (Decree 34/2015, of 31 December, as amended by Decree 48/2018 of 8 August) require holders of exploration and production rights to conduct petroleum operations in compliance with environmental and other applicable legislation. The law makes provision for compensation to be paid under general legislation by the holder of a right to conduct petroleum operations to persons whose assets are damaged. The law establishes strict liability for the holder of the right who causes environmental damage or pollution. The strict liability requirement for environmental damage or pollution could have a material adverse effect on our operations in Mozambique.
Gabon
The primary legislation in Gabon governing oil and gas activities is the Hydrocarbon Law (Law No. 02/2019) which was published in the Gabonese Official Journal on 22 July 2019. This establishes a new regime governing hydrocarbons exploration, exploitation and transportation activities, in compliance with environmental and other applicable legislation. Existing production
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sharing contracts remain in force until their expiry and will remain governed by the previous law (Law No. 14/1982), with the exception of a limited number of additional obligations such as a natural gas flaring prohibition. At this point in time, any risks and impact on Sasol cannot be finally assessed.
The Economic and Monetary Community of Central Africa, known as CEMAC and which includes Gabon, has issued Foreign Exchange Regulation No. 02/18-CEMAC-UMAC which came into effect on 1 September 2019. This regulation allows the CEMAC Central Bank (BEAC) to take measures to restore reserves in foreign exchange currency including restrictions on foreign currency bank accounts in and outside CEMAC and limits a company's ability to enter into loans, import / export services and assets and make investments. Fines for breach are extremely severe being up to 50% of the company's assets. BEAC has issued a moratorium on the regulation until 31 December 2020. The moratorium is documented in Circular Letter No. 024/GVR/2019. Along with other companies active in the region, we continue to engage with BEAC and the IMF to seek an exemption for the oil and gas industry.
Other countries
In a number of other countries, we are engaged in various activities that are impacted by local and international laws, regulations and treaties. In China and other countries, we operate plants and facilities for the storage, processing and transportation of chemical substances, including feedstock, products and waste. In the United Arab Emirates, Nigeria and other countries, we are involved, or are in the process of becoming involved, in exploration, extraction, processing or storage and transportation activities in connection with feedstock, products and waste relating to natural oil and gas, petroleum and chemical substances.
In Qatar, we participate in a joint venture owning and operating a GTL facility involving the production, storage and transportation of GTL diesel, GTL naphtha and LPG. These operations are subject to numerous laws and ordinances
relating to safety, health and the protection of the environment.
Our operations in the respective jurisdictions are subject to numerous laws and regulations relating to exploration and mining rights and the protection of safety, health and the environment.
4.C Organisational structure
Sasol Limited is the ultimate parent of the Sasol group of companies.
Sasol South Africa Limited, a subsidiary of Sasol and a company incorporated in South Africa, primarily holds our operations located in South Africa. A number of other subsidiaries incorporated in South Africa, including Sasol Oil (Pty) Ltd, Sasol Mining Holdings (Pty) Ltd, Sasol Gas (Pty) Ltd, Sasol Middle East and India (Pty) Ltd and Sasol Africa (Pty) Ltd, also hold our interests in operations in South Africa, other parts of Africa and the Middle East. Sasol Financing Limited, responsible for the management of cash resources and investments, is wholly owned and incorporated in South Africa.
Our wholly owned subsidiary, Sasol Investment Company (Pty) Ltd, a company incorporated in South Africa, primarily holds our interests in Sasol group companies incorporated outside of South Africa, including Sasol European Holdings Limited (United Kingdom), Sasol Wax International GmbH (Germany), Sasol (USA) Corporation (US), Sasol Financing USA Ltd, Sasol Holdings (Asia Pacific) (Pty) Ltd (South Africa), Sasol Chemical Holdings International (Pty) Ltd (South Africa), Sasol Canada Holdings Limited (Canada) and their respective subsidiaries.
See Exhibit 8.1 for a list of our significant subsidiaries and significant jointly controlled entities.
4.D Property, plants and equipment
Refer to "Item 18Financial StatementsNote 20 Property, plant and equipment" for further information regarding our property, plant and equipment.
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Mining
Coal mining facilities
Our main coal mining facilities are located at the Secunda Mining Complex, which consists of underground collieries (Bosjesspruit; Impumelelo; Shondoni; Syferfontein; and Twistdraai Thubelisha) and the Sigma complex consisting of the Mooikraal colliery near Sasolburg.
For detail regarding the cost of the assets in our coal mining facilities, refer to the segmental information contained in "Item 18Financial StatementsNote 20 Property, plant and equipment".
A map showing the location of our coal properties and major manufacturing plants in South Africa is shown on page M-1.
Mining operates six mines for the supply of coal to the Secunda Synfuels Operations, Sasolburg Operations (utility coal only) and the external market. The annual production of each mine, the primary market to which it supplies coal and the location of each mine are indicated in the table below:
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Production
(Mt)(3) |
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Nominated
capacity per year (Mt)(2) |
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Colliery
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Location | Market | 2020 | 2019 | 2018 | ||||||||||||
Bosjesspruit |
Secunda | Secunda Synfuels Operations | 5,6 | 5,3 | 4,9 | 5,7 | |||||||||||
Brandspruit(5) |
Secunda | Secunda Synfuels Operations | | | 0,5 | 2,3 | |||||||||||
Impumelelo(5) |
Secunda | Secunda Synfuels Operations | 6,6 | 6,2 | 4,8 | 3,2 | |||||||||||
Shondoni |
Secunda | Secunda Synfuels Operations | 7,7 | 7,5 | 7,1 | 6,9 | |||||||||||
Syferfontein |
Secunda | Secunda Synfuels Operations | 10,9 | 9,1 | 10,1 | 10,5 | |||||||||||
Twistdraai Thubelisha |
Secunda | Export/Secunda Synfuels Operations(1) | 9,7 | 7,5 | 8,7 | 8,8 | |||||||||||
Sigma : Mooikraal |
Sasolburg | Sasolburg Operations | 1,6 | 1,2 | 1,4 | 1,4 | |||||||||||
| | | | | | | | | | | | | | | | | |
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36,8 | 37,5 | 38,8 | ||||||||||||||
| | | | | | | | | | | | | | | | | |
Production tons per continuous miner (mining production machine) per shift including off-shift production(4) (t/cm/shift) |
1 148 | 1 191 | 1 161 | ||||||||||||||
| | | | | | | | | | | | | | | | | |
Processing operations
Coal export businessSecunda operations. We started the coal export business in August 1996. Run of mine coal is sourced from Twistdraai Thubelisha Colliery (nominated capacity 9,7 Million tons (Mt)). The export beneficiation plant has a design throughput total capacity of 10,5 Mt per annum. In 2020, we produced 7,5 Mt from Twistdraai Thubelisha Colliery; of which we beneficiated 5,5 Mt, and 2,0 Mt was bypassed to Sasol Coal Supply.
The run of mine (ROM) coal is transported via an overland conveyor belt to the export beneficiation plant from the Twistdraai Thubelisha Colliery. The export product is loaded onto trains by means of a rapid load-out system, and then transported to the Richards Bay Coal Terminal (RBCT) in KwaZulu-Natal.
Mining has a 4,2% shareholding in RBCT, which corresponds to the existing entitlement of 3,6 Mt per year. Actual export volumes for 2020 were 2,0 Mt. For the foreseeable future, we anticipate exports of approximately 3,3 Mt per year.
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Sasol Coal SupplySecunda Operations. Sasol Coal Supply operates the coal handling facility between Mining and Secunda Synfuels Operations by stacking and blending coal on six live stockpiles. The overland conveyors from the mining operations to the coal handling facility are, in total, approximately 100 kilometres (km) long and also form part of the Sasol Coal Supply operation.
The operation has a live stockpile capacity of 720 000 tons, which is turned over around 1,2 times per week. In addition, there is a targeted strategic stockpile capacity of more than 2,0 Mt. The objectives of this facility are:
The daily coal supply to Secunda Synfuels Operations is approximately 110 000 tons.
Coal exploration techniques
Mining's geology department employs several exploration techniques in assessing the geological risks associated with the exploitation of the coal deposits. These techniques are applied in a mutually supportive way to achieve an optimal geological model of the relevant coal seams, targeted for production purposes. The Highveld Basin is considered to be structurally complex when compared to the other coalfields in South Africa where mining activities take place. As a result, Mining bases its geological modelling on sufficient and varied geological information. This approach is utilised in order to achieve a high level of confidence and support to the production environment.
Core recovery exploration drilling. This is the primary exploration technique that is applied in all exploration areas, especially during
reconnaissance phases. In and around operational mines, the average vertical borehole density varies from 1:10 to 1:15 (boreholes per hectare), while in medium-term mining areas, the average borehole density is in the order of 1:25. Depths of the boreholes drilled vary, depending on the depth to the Pre-Karoo basement, from 160 metres (m) to 380 m. The major application of this technique is to locate the coal horizons, to determine coal quality and to gather structural information about dolerite dykes and sills, and the associated de-volatilisation and displacement of coal reserves. This information is used to compile geological models and forms the basis of geological interpretation.
Directional drilling. Directional drilling from surface to in-seam has been successfully applied for several years. A circular area with a radius of approximately 1,4 km of coal deposit can be covered by this method from one drill site. The main objective of this approach is to locate dolerite dykes and transgressive dolerite sills, as well as faults with displacements larger than the coal seam thickness.
Horizontal drilling. This technique is applied to all operational underground mines and supplies short-term (minimum three months) exploration coverage per mining section. No core is usually recovered, although core recovery is possible, if required. The main objective is to locate dolerite dykes and transgressive sills intersecting the coal mining horizon, by drilling horizontal holes in the coal seam from a mined out area. A drilling reach of up to 1 km is possible, although the average length is usually 800 m in undisturbed coal.
Aeromagnetic surveys. Many explorations are usually aero-magnetically surveyed before the focused exploration is initiated. The main objective is to locate magnetic dolerite sills and dykes, as well as large-scale fault zones.
Geophysical wireline surveys of directional boreholes. Geophysical surveys are routinely conducted in the completed directional drilled boreholes. This results in the availability of detailed information leading to increased confidence of the surface directional drilling results.
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Secunda operations
The coal supplied to Secunda Synfuels Operations is the raw coal mined from the four mines supplying Secunda Synfuels Operations exclusively and the secondary product from the export beneficiation plant.
We have carried out extensive geological exploration in the coal resource areas, and undertake additional exploration to update and refine the geological models. This allows for accurate forecasting of geological conditions and coal qualities, and also effective planning and utilisation of coal reserves.
Computation and storage of geological information
We store geological information in the acQuire database. We conduct regular data validation and quality checking through several in-house methods. Data modelling is conducted by manual interpretation and computer-derived geological models, using the Minex 6 edition of the GEOVIA/ MINEX software. Reserves and composite qualities are computed using established and recognised geo-statistical techniques.
General stratigraphy
The principal coal horizon, the Number 4 Lower Coal Seam, provides some 91,67% (201991,81%) of the total proved and probable reserves. The Number 4 Lower Coal Seam is one of six coal horizons occurring in the Vryheid Formation of the Karoo Supergroup, a permo-carboniferous aged, primarily sedimentary sequence. The coal seams are numbered from the oldest to the youngest.
The Number 4 Lower Coal Seam is a bituminous hard coal, characterised by the following borehole statistics:
The other potential coal seam is:
Reserve estimation (remaining reserves at 31 March 2020)
We have approximately 4,0 billion tons (Bt) (20194,0 Bt) of gross in situ proved and probable coal reserves in the Secunda Deposit and approximately 1,3 Bt (20191,3 Bt) of recoverable reserves. The coal reserve estimations are set out in table 1 that follows. Reported reserves will be converted into synthetic oil reserves, except for reserves which will be used for utilities in Secunda Synfuels Operations and the majority of the Twistdraai Thubelisha reserves which will be exported. The reserve disclosure in this section includes Mining's total coal resources and reserves available for mining operations in Secunda. These reserves have not been adjusted for the synthetic oil reserves reported in the supplemental oil and gas information. The different reserve areas are depicted on the map on page M-1, as well as whether a specific reserve area has been assigned to a specific mine.
53
Table 1.
Coal reserve estimations(1) as at 31 March 2020, in the Secunda area where we have converted mining rights (signed on 29 March 2010) in terms of the Mineral and Petroleum Resources Development Act, Act 28 of 2002.
Reserve area
|
Gross in
situ coal resource(2) (Mt)(5) |
Geological
discount (Mt)(5) |
Mine
layout losses (Mt)(5) |
Extraction
rate (%) |
Recoverable
reserves(3) (Mt)(5) |
Beneficiated
yield(4) (%) |
Proved/
probable |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shondoni colliery, number 4 seam |
586 | 81 | 127 | 47 | 194 | 100 | Proved | ||||||||||||
Shondoni colliery, number 2 seam |
61 | 12 | 6 | 41 | 19 | 100 | Probable | ||||||||||||
Bosjesspruit colliery |
205 | 13 | 92 | 49 | 64 | 100 | Proved | ||||||||||||
Bosjesspruit colliery |
71 | 3 | 25 | 45 | 33 | 100 | Probable | ||||||||||||
Syferfontein colliery |
409 | 64 | 75 | 48 | 152 | 100 | Proved | ||||||||||||
Alexander Block |
498 | 100 | 74 | 46 | 107 | 100 | Proved | ||||||||||||
Alexander Block |
| | | | 16 | 100 | Probable | ||||||||||||
Twistdraai Thubelisha colliery |
594 | 112 | 60 | 56 | 246 | P34,S37 | Proved | ||||||||||||
Impumelelo, Block 2, number 4 seam |
614 | 80 | 114 | 50 | 205 | 100 | Proved | ||||||||||||
Impumelelo, Block 2, number 2 seam |
356 | 53 | 164 | 40 | 44 | 100 | Probable | ||||||||||||
Block 2 South, number 4 seam |
363 | 98 | 48 | 54 | 123 | 100 | Probable | ||||||||||||
Block 2 South, number 2 seam |
133 | 36 | 18 | 54 | 45 | 100 | Probable | ||||||||||||
Block 3 South |
141 | 38 | 19 | 58 | 52 | 100 | Probable | ||||||||||||
| | | | | | | | | | | | | | | | | | | |
Total Secunda area |
4 032 | 1 300 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
54
Table 2.
Coal qualities, on an air dry basis, in respective coal reserve areas, where Mining has converted mining rights in respect of the Secunda mining complex in terms of the Mineral and Petroleum Resources Development Act, Act 28 of 2002.
Reserve area
|
Wet/dry
tons |
Average
Inherent Moisture Content (%) |
Average
Superficial Moisture Content (%) |
Assigned/
unassigned |
Steam/
metallurgical coal |
Heat
Value (air dry) basis MJ/kg |
Sulphur
(air dry basis) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shondoni colliery |
Wet | 4,3 | n/a | Assigned | Steam | 20,9 | 0,9 | |||||||||||
Bosjesspruit colliery |
Wet | 4,0 | n/a | Assigned | Steam | 20,6 | 1,1 | |||||||||||
Syferfontein colliery |
Wet | 5,1 | n/a | Assigned | Steam | 21,8 | 0,8 | |||||||||||
Twistdraai Thubelisha colliery |
Wet | 4,5 | n/a | Assigned | Steam | 19,0 | 1,1 | |||||||||||
Impumelelo, Block 2, number 4 seam |
Wet | 3,8 | n/a | Assigned | Steam | 19,8 | 1,3 | |||||||||||
Impumelelo, Block 2, number 2 seam |
Wet | 3,8 | n/a | Assigned | Steam | 20,3 | 0,7 | |||||||||||
Alexander Block |
Wet | 4,8 | n/a | Unassigned | Steam | 21,5 | 0,8 | |||||||||||
Block 2 South, number 4 seam |
Wet | 4,1 | n/a | Unassigned | Steam | 18,2 | 1,2 | |||||||||||
Block 2 South, number 2 seam |
Wet | 3,6 | n/a | Unassigned | Steam | 17,4 | 0,7 | |||||||||||
Block 3 South |
Wet | 3,6 | n/a | Unassigned | Steam | 21,9 | 0,7 |
Table 3.
Coal qualities, on an as received basis, in respective coal reserve areas, where Mining has converted mining rights in the Secunda mining complex in terms of the Mineral and Petroleum Resources Development Act, Act 28 of 2002.
Reserve area
|
Wet/dry
tons |
Average
Inherent Moisture Content (%) |
Average
Superficial Moisture Content (%) |
Assigned/
unassigned |
Steam/
metallurgical coal |
Heat
Value (as received) basis MJ/kg |
Sulphur
(as received basis) |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shondoni colliery |
Wet | 4,2 | 4,5 | Assigned | Steam | 19,3 | 0,9 | ||||||||||||
Bosjesspruit colliery |
Wet | 3,9 | 4,0 | Assigned | Steam | 18,0 | 1,0 | ||||||||||||
Syferfontein colliery |
Wet | 5,1 | 4,2 | Assigned | Steam | 20,8 | 0,8 | ||||||||||||
Twistdraai Thubelisha colliery |
Wet | 4,4 | 4,3 | Assigned | Steam | 19,5 | 1,0 | ||||||||||||
Impumelelo, Block 2, number 4 seam |
Wet | 3,7 | 3,5 | Assigned | Steam | 18,6 | 1,2 | ||||||||||||
Impumelelo, Block 2, number 2 seam |
Wet | 3,7 | 3,5 | Assigned | Steam | 19,1 | 0,7 | ||||||||||||
Alexander Block |
Wet | 4,8 | 4,1 | Unassigned | Steam | 20,2 | 0,8 | ||||||||||||
Block 2 South, number 4 seam |
Wet | 4,1 | 3,1 | Unassigned | Steam | 18,0 | 1,1 | ||||||||||||
Block 2 South, number 2 seam |
Wet | 3,6 | 2,7 | Unassigned | Steam | 17,2 | 0,7 | ||||||||||||
Block 3 South |
Wet | 3,4 | 3,6 | Unassigned | Steam | 21,8 | 0,7 |
55
Criteria for proved and probable
Over and above the definitions for coal reserves, probable coal reserves and proved coal reserves, set forth in Industry Guide 7, promulgated by the US Securities and Exchange Commission, we consider the following criteria to be pertinent to the classification of the reserves:
Probable reserves are those reserve areas where the drill hole spacing is sufficiently close in the context of the deposit under consideration, where conceptual mine design can be applied, and for which all the legal and environmental aspects have been considered. Probable reserves can be estimated with a lower level of confidence than proved coal reserves. Currently this classification results in variable drill spacing depending on the complexity of the area being considered and is generally less than 500 m, although in some areas it may extend to 800 m. The influence of increased drilling in these areas should not materially change the underlying geostatistics of the area on the critical parameters such as seam floor, seam thickness, ash and volatile content.
Proved reserves are those reserves for which the drill hole spacing is generally less than 350 m, for which a complete mine design has been applied which includes layouts and schedules resulting in a full financial estimation of the reserve. This classification has been applied to areas in the production stage or for which a detailed feasibility study has been completed.
Legal rights on coalfields
Sasol Mining (Pty) Ltd is the holder of various prospecting and mining rights for coal in Mpumalanga and the Free State. These prospecting and mining rights are granted by the State acting as custodian of South Africa's mineral and petroleum resources in accordance with the provisions of the Mineral and Petroleum Resources Development Act, 28 of 2002, as amended.
In respect of the Secunda mining complex in Mpumalanga, Sasol Mining has four mining rights situated within the Bethal, Secunda, Highveld Ridge, Balfour and Standerton magisterial districts. These mining rights are valid for periods of between 20 and 30 years, which allows Sasol
Mining to provide a continuous and steady coal supply to Sasol South Africa Limited, which beneficiates the coal into higher value and in most cases, end-line products. Please refer to page M1 for a map of the Secunda mining complex layout.
Coal mining activities in the Free State province near the town of Sasolburg are conducted by virtue of Sasol Mining holding a mining right which is valid for 30 years. The coal is mainly used for electricity and steam generation at our Sasolburg operations. Steam is a major component which is required in the production of Sasol's chemical products as well as the refining of oil.
The validity period of Sasol's mining rights may, on application to the Department of Mineral Resources and Energy, be extended for further periods not exceeding 30 years each.
Exploration and Production International (E&PI)
Natural oil and gas operations
Our natural oil and gas operations are managed by our Exploration and Production International (E&PI) business unit. E&PI's principal activities are the exploration, appraisal, development and production of hydrocarbon resources. Currently we hold equity in three producing assets with proved reserves in Mozambique, Gabon and Canada and one non-producing asset in Mozambique. We also have equity in exploration licences in Mozambique, South Africa and Gabon.
In the narrative sections below, unless stated otherwise, all quantitative statements refer to gross figures. The tabular information which follows the narrative provides:
56
The financial information in these sections has been prepared in accordance with International Financial Reporting Standards in order to ensure consistency between this document and the Annual Financial Statements.
Refer to the "Supplemental Oil and Gas Information" on pages G-1 to G-7 for:
The maps on page M-2 to M-3 show E&PI's global footprint and the location of our assets and exploration licences.
Mozambique
Licence terms
Development and production
In Mozambique, we have interests in two onshore assets, one of which is producing with proved reserves. The other asset consists of two areas under development and other reservoirs that are being assessed for commerciality.
The producing asset is the Pande-Temane Petroleum Production Agreement (PPA) licence (302,2 thousand developed net acres). Our subsidiary Sasol Petroleum Temane Limitada (SPT), the operator, holds a 70% working interest in the PPA. The PPA expires in 2034 and carries two possible five-year extensions. There is no requirement to relinquish any acreage until the expiry of the PPA.
The other asset is the Pande Temane Production Sharing Agreement (PSA) licence (442,8 thousand undeveloped net acres). Our subsidiary Sasol Petroleum Mozambique Limitada (SPM), the operator, holds a 100% working interest. Under the terms of the current PSA licence, Empresa Nacional de Hidrocarbonetos EP (ENH) as the licence holder is entitled to a profit share of production.
The PSA development areas covered by development and production periods until 2041 for the oil development (125,9 thousand undeveloped net acres) and 2046 for the gas development (157,3 thousand undeveloped net acres), are being developed in accordance with the Phase 1 field development plan approved by the Mozambican authorities in January 2016. The remaining PSA Pande area (159,6 thousand undeveloped net acres) is covered by a commercial assessment period (CAP) enduring for an initial period of five years with an option for up to two renewals of three years each. The initial period expired in February 2018 and an extension has been agreed for an additional three years. In March 2020, a revised FDP was submitted to the Government of Mozambique which details a revised development scope and plan for the Inhassoro, Temane and Pande fields within the PSA licence. Government approval of the revised FDP is pending.
57
Exploration
We have interests in one offshore exploration licence, Angoche A5-A (non-operated) and one operated onshore licence PT5-C.
For the offshore shallow water Block 16 & 19, a notification was issued by Sasol to the Ministry of Minerals and Energy (MIREME) to relinquish the licence in its entirety back to the Government of Mozambique, with an effective date of July 2020.
The onshore block PT5-C in the Pande Temane Area covers 521,0 thousand undeveloped net acres. The licence was transferred on 1 September 2019 from SPMEL to Sasol Mozambique PT5-C (SMPT5-C). SMPT5-C holds a 70% working interest, as operator, and ENH holds a 30% interest, carried through the exploration period.
The offshore block A5-A in the offshore Angoche Area covers 323,4 thousand undeveloped net acres. The licence was transferred on 1 September 2019 from SPMEL to Sasol Mozambique A5-A (SMA5-A). SMA5-A holds a 25,5% working interest in the licence which is operated by Eni Mozambico S.p.A. ENH holds a 15% interest, carried through the exploration period.
Activities
Present activities in the Pande-Temane PPA asset include projects for infill drilling and well workovers to repair some existing Pande & Temane producers. Phase three low pressure compression at the CPF, necessary to maintain production as the reservoirs deplete and in accordance with the approved FDP, was brought into operation in October 2019. Two wells were plugged and abandoned during the year, with further plugging and abandonment planned for 2021.
In the PSA development areas in Inhassoro and Temane (Phase 1 of the PSA Development), nine wells were drilled and completed in 2017 and 2018, in accordance with the drilling programme in the approved FDP. A revision to the FDP encompassing an integrated oil, gas and LPG development for the whole licence area was submitted in March 2020.
The development of the PSA Pande field has been incorporated in the revised FDP.
Capitalised exploratory well costs
At 30 June 2020, there were no exploratory wells costs capitalised in the Pande-Temane PPA asset or in the A5-A and PT5-C licences.
In the PSA Pande area, exploratory well costs continue to be capitalised for a period greater than one year after the completion of drilling, amounting to US$32,9 million net to Sasol; these costs relate to the exploration drilling activities conducted and completed in 2008, and the follow-up activities which continued from 2017.
Facilities and productive wells
Natural gas and condensate is produced from the Pande-Temane PPA asset facilities, at the CPF on a site of approximately 400 000 square metres, located some 700 kilometres north of Maputo, the capital of Mozambique. Production from the Temane and Pande fields, which are managed as a single operational field, is routed from production wells via in-field flowlines and pipelines to the CPF. The design capacity of the CPF is 491 million standard cubic feet per day sales gas together with small amounts of associated condensate.
The PPA has a total of 26 producer wells and at 30 June 2020, there were 18 producing wells, up from 17 producing wells in the prior year. The remaining eight producer wells are shut-in or suspended due to integrity issues, water encroachment or deliverability. For the wells with integrity issues, one has been plugged and abandoned with another three due to be plugged and abandoned in 2021 and 2022. Two wells are due to be worked over in 2021 and the remaining wells will remain shut-in.
Delivery commitments
Gas produced from the Pande-Temane PPA asset, other than royalty gas provided to the Mozambican government, is supplied in accordance with long-term gas sales agreements (GSAs). The gas produced in accordance with GSA1, signed on 27 December 2002 (25 years contract term from 1 April 2004), and GSA2,
58
signed on 10 December 2008 (20 years contract term from 1 January 2010), is sold internally for use as part of the feedstock for our chemical and synthetic fuel operations and to the external market in South Africa, with a maximum daily quantity equivalent to 132 PJ/a (119,75 bscf/a) and 27 PJ/a (24,49 bscf/a) for GSA1 and GSA2 respectively. There are four offtakers under the GSA3, which are 20-year contracts that supply gas to the Mozambique market. These satisfy a licence condition that a portion of gas produced is utilised in-country. The contracts are with Matola Gas Company S.A from 1 July 2014 for 8 PJ/a (7,26 bscf/a), ENH-Kogas from 1 March 2013 for 6 PJ/a (5,44 bscf/a), Central Termica de Ressano Garcia S.A. from end-February 2015 for 11 PJ/a (9,98 bscf/a) and ENH effective from 1 June 2015 for 2PJ/a (1,81 bscf/a).
Infill drilling projects which will convert proved undeveloped reserves into proved developed reserves in order to meet near-term delivery commitments are underway. Production is expected to commence declining in 2024, when it will no longer be possible to fully supply at currently contracted rates. Technical and commercial options are currently being considered to address this issue.
PPA condensate is currently sold to Petróleos de Moçambique, S.A. (Petromoc), which transports the condensate by truck from the CPF for export. The commercial agreement is effective from 1 July 2019 for a two-year period.
Proved reserves (all quantities are net to Sasol)
Our Mozambique proved reserves are contained in the Pande-Temane PPA asset. These represent the net economic interest volumes that are attributable to Sasol after the deduction of petroleum production tax. The primary sales product for the PPA is natural gas, with minor amounts of associated liquid hydrocarbons.
Changes to proved reserves
There was a reduction of 145,5 billion cubic feet in proved gas reserves due to production and revision of previous estimates.
Changes to proved developed reserves
Proved developed gas reserves reduced by 28,4 billion cubic feet to 721,6 billion cubic feet. The reduction was due to production of 112,4 billion cubic feet and a downward revision of the previous estimate by 81,5 billion cubic feet, partially offset by 165,5 billion cubic feet converted from proved undeveloped reserves.
Proved undeveloped reserves converted to proved developed reserves
There were 165,5 billion cubic feet converted from proved undeveloped to proved developed reserves during 2020.
Changes to proved undeveloped reserves
Proved undeveloped gas reserves decreased by 117,1 billion cubic feet to 78,9 billion cubic feet. The reduction was due to conversion of 165,5 billion to proved developed reserves, partially offset by upward revision of the previous estimate by 48,4 billion cubic feet.
Proved undeveloped reserves remaining undeveloped
Proved undeveloped gas reserves, presently estimated to be 78,9 billion cubic feet, have remained undeveloped in the Pande-Temane PPA asset for the last fourteen years. The total proved volume (developed plus undeveloped) represents gas that will be recovered as part of the approved field development plan and which is required to satisfy existing gas sales agreements. In order to optimise the timing of the capital expenditure required to convert undeveloped reserves to developed reserves, E&PI regularly studies production performance and reviews its plan for installation of additional compression and wells. Phase three compression was brought into operation in October 2019. This will be followed by additional infill well drilling.
59
Rest of Africa (outside Mozambique)
Licence terms
Gabon
Development and production
In Gabon, our subsidiary Sasol Gabon S.A. holds a 27,75% working interest in the Etame Marin Permit (EMP) asset, which is a producing asset with proved reserves. VAALCO Gabon S.A. is the operator of the asset, under the terms of the EMP exploration and production sharing contract. The EMP contract area comprises three Exclusive Exploitation Authorisations (EEAs):
All EEAs were renewed from September 2018 with a duration of 10 years and include two five-year optional extensions.
Exploration
Our subsidiary Sasol Gabon S.A. holds a 40% working interest in the DE 8 permit offshore Gabon (245,7 thousand undeveloped net acres) operated by Parenco Oil & Gas Gabon S.A. In July 2018, the Government granted its approval for the joint venture to enter the third exploration period of the licence, which expires in June 2021 and includes one commitment well.
South Africa
In South Africa, we have an interest in one exploration licence.
Our subsidiary Sasol Africa (Pty) Ltd holds a 60% working interest (9 740,3 thousand undeveloped net acres) in the ER236 licence, offshore in the Durban Basin, which is operated by Eni South Africa BV. In April 2019, the operator submitted an application for the second renewal exploration period, which has a mandatory relinquishment of 15% (1 457,2 thousand undeveloped net acres affected). The application submitted to the
Petroleum Agency SA (PASA) is pending approval.
Activities
Gabon
Development and production
A drilling programme was executed in 2020. Three development wells ("H" wells) and two appraisal wellbores ("P" wells) were drilled successfully. The campaign increased gross production from 12 000 barrels of oil per day to 20 000 barrels of oil per day. The wells drilled were:
Work is in progress on a major field redevelopment programme currently progressing to end select phase. This is a programme of projects designed to develop additional resources, accommodate reservoir souring and extend the floating production, storage and off-loading vessel (FPSO) contract.
Exploration
Geological and geophysical studies are underway for DE8, focused on reviewing the current inventory of leads and prospects to rank and identify the best prospect to drill by 2021.
South Africa
Exploration
An environmental impact assessment for future potential drilling activities in the block was submitted to PASA for approval in 2019, with final authorisation pending.
60
Capitalised exploratory well costs
There were no exploratory well costs capitalised in Africa outside Mozambique.
Facilities and productive wells
In Gabon, oil is produced from the EMP asset facilities which comprise four wellhead platforms, subsea flowlines and a FPSO located some 35 kilometres offshore southern Gabon. Oil from the Etame, Avouma and Ebouri EEAs, managed as a single operational field, is produced by means of a combination of subsea and platform wells, which are connected by pipelines to the FPSO. The FPSO is contracted from and operated by Tinworth Pte. Limited. The contract ends in September 2021, with a one-year extension at the option of the operator. The processed oil is stored in tanks on the FPSO prior to export by shipping tanker.
At 30 June 2020, there were 13 productive wells from the EMP.
Delivery commitments
The oil produced from the Gabon EMP asset is marketed internationally on the open market and sold under a short-term crude oil sale and purchase agreement (COSPA) that is renewed periodically. The COSPA was re-tendered at the end of 2019 (for the contract period commencing February 2020) and ExxonMobil Sales and Supply LLC was the successful buyer. The current COSPA will expire on 31 January 2021 and is expected to be further extended or re-contracted as required on terms not dissimilar to the current contract.
Proved reserves (all quantities are net to Sasol)
Our rest of Africa proved reserves are contained in the EMP asset, Gabon. These represent the net economic interest volumes attributable to Sasol after application of the licence terms, including the deduction of royalty. The primary sales product is oil, all gas produced is consumed in operations or flared.
Changes to proved reserves
There was a reduction of 0,1 million barrels in proved oil reserves as a result of production almost completely offset by improved recovery.
Changes to proved developed reserves
Proved developed reserves increased by 0,1 million barrels to 1,9 million barrels. Production of 1,3 million barrels were offset by a conversion from proved undeveloped to proved developed (0,2 million barrels) and improved recovery (1,2 million barrels).
Proved undeveloped reserves converted to proved developed reserves
There were 0,2 million barrels converted from proved undeveloped to proved developed reserves.
Changes to proved undeveloped reserves
There was a decrease of 0,2 million barrels to proved undeveloped reserves following completion of the 2020 drilling programme.
Proved undeveloped reserves remaining undeveloped
There were no proved undeveloped reserves at 30 June 2020.
North America
Licence terms
Canada
In Canada, our subsidiary Sasol Canada Exploration and Production Limited Partnership (SCEP LP), holds a 50% working interest in the Farrell Creek and Cypress A asset located in British Columbia, which is a producing asset with proved reserves. The asset is operated by Petronas Energy Canada Ltd (PECL).
As at 30 June 2020 Farrell Creek comprised 31 licences and leases and Cypress A comprised 19 licences and leases. The Farrell Creek and Cypress A asset covers an area of 18,2 thousand developed net acres and 35,5 thousand undeveloped net acres. Acreage retention and the conversion of licences to leases is enabled by
61
drilling commitments, the provincial government's prescribed lease selection and validation process and licence extension applications.
Activities
Canada
During 2020, completion of three wells was executed as planned.
Capitalised exploratory well costs
Canada
At 30 June 2020, there were no exploratory well costs capitalised in Canada.
Facilities and productive wells
Natural gas and liquids are produced from the Farrell Creek and Cypress A asset by means of production wells, flowlines, gathering lines and processing facilities. Gas from Farrell Creek wells and Cypress A southern wells is processed through facilities owned by SCEP LP and PECL, covering a site of approximately 160 000 square metres. Gas from Cypress A northern wells is currently processed and sold through third party production facilities.
At 30 June 2020, there were 160 productive wells.
Delivery commitments
We currently do not have any delivery commitments with customers in Canada. The marketing and sale of natural gas, and the small amount of petroleum liquids, from the Farrell Creek and Cypress A assets is managed on a short-term basis as part of operations.
Natural gas from the Farrell Creek and Cypress A asset is sold into the Western Canada market at two sales hubs. Pricing at each hub is based on the daily realised spot market prices less transportation and marketing fees. Natural gas is delivered to the sales hubs through long-term transportation contracts expiring between 2021 and 2033.
Proved reserves (all quantities are net to Sasol)
Our North America proved reserves are contained in the Canada Farrell Creek and Cypress A asset. These represent the net economic interest volumes that are attributable to Sasol before the deduction of royalties. The primary sales product is natural gas, with minor amounts of associated liquid hydrocarbons.
Full development of the asset will require around 2 200 wells, of which only some 9% have been drilled and completed to date. Reserves are limited to those volumes of gas and associated liquid hydrocarbons attributable to Sasol that are forecast to be produced from productive wells together with wells to be drilled and/or completed in the approved work programme.
Changes to proved reserves
There was an increase of 15,5 billion cubic feet in proved gas reserves.
Changes to proved developed reserves
Proved developed gas reserves increased by 18,7 billion cubic feet to 56,9 billion cubic feet. The upward revision was largely due to the change in treatment of overhead cost and conversion of proved undeveloped reserves, partially offset by production of 15,0 billion cubic feet.
Proved undeveloped reserves converted to proved developed reserves
There were 3,2 million cubic feet converted from proved undeveloped to proved developed reserves.
Changes to proved undeveloped reserves
Proved undeveloped reserves decreased by 3,2 billion cubic feet following execution of the well completion programme.
Proved undeveloped reserves remaining undeveloped
There were no proved undeveloped reserves at 30 June 2020.
62
Australasia
Licence terms
We no longer have interests in the Australasian region.
Tabular natural oil and gas information
Developed and undeveloped acreage
The table below provides total gross and net developed and undeveloped acreage for our natural oil and gas assets by geographic area at 30 June 2020.
Natural oil and gas acreage
concentrations at 30 June 2020(3) |
Mozambique(1) |
Rest of
Africa(2) |
North
America(1)(2) |
Total | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
thousand acres
|
||||||||||||
Developed acreage |
|||||||||||||
Gross |
431,7 | 46,1 | 36,4 | 514,2 | |||||||||
Net |
302,2 | 12,8 | 18,2 | 333,2 | |||||||||
Undeveloped acreage |
|||||||||||||
Gross |
2 455,3 | 16 848,1 | 71,0 | 19 374,4 | |||||||||
Net |
1 287,2 | 9 986,0 | 35,5 | 11 308,7 |
Drilling activities
The table below provides the number of net wells completed in each of the last three years and the number of wells being drilled or temporarily suspended at 30 June 2020.
Number of wells(2) drilled for the
year ended 30 June |
Mozambique |
Rest of
Africa(1) |
North
America(1) |
Total | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2018 |
|||||||||||||
Net extension wells(5)productive(2) |
3,0 | | | 3,0 | |||||||||
Net development wellsproductive(2) |
0,7 | | 0,5 | 1,2 | |||||||||
Net stratigraphic test wellsexploratory type(3) |
| 0,4 | | 0,4 | |||||||||
Net stratigraphic test wellsdevelopment type(3) |
2,0 | | | 2,0 | |||||||||
2019 |
|||||||||||||
Net development wellsdry(2) |
| | 0,5 | 0,5 | |||||||||
2020 |
|||||||||||||
Net exploratory wellsdry(2) |
| | | | |||||||||
Net exploratory wellsproductive(2) |
| | | | |||||||||
Net extension wells(5)productive(2) |
| | | | |||||||||
Net extension wells(5)dry |
| | | | |||||||||
Net development wellsproductive(2) |
| 0,8 | 1,5 | 2,3 | |||||||||
Net development wellsdry(2) |
| | | | |||||||||
Net stratigraphic test wellsexploratory type(3) |
| | | | |||||||||
Net stratigraphic test wellsdevelopment type(3) |
| 0,6 | | 0,6 | |||||||||
As at 30 June 2020 |
|||||||||||||
Wells being drilledgross(4) |
| | | | |||||||||
Wells being drillednet(4) |
| | | |
Capitalised exploratory well costs
The table below provides details about natural oil and gas capitalised exploratory well costs at the end of the last three years, showing additions, costs charged to expense and costs reclassified.
|
2020 | 2019 | 2018 | |||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(Rand in millions)
|
|||||||||
Capitalised Exploratory Well Costs |
||||||||||
Balance at beginning of year |
375,4 | 354,9 | 290,3 | |||||||
Additions for the year |
46,7 | 54,5 | 443,3 | |||||||
Costs incurred(1) |
(20,1 | ) | 31,8 | 574,0 | ||||||
Asset retirement obligation adjustments |
66,8 | 22,7 | (130,7 | ) | ||||||
Charged to expense for the year |
44,9 | (34,1 | ) | (346,3 | ) | |||||
Farm down proceeds |
| | | |||||||
Exiting of licences |
| | | |||||||
Costs reclassified to Capital Work in Progress |
| | | |||||||
Translation of foreign entities |
(2,2 | ) | 0,1 | (32,4 | ) | |||||
| | | | | | | | | | |
Balance at end of year |
464,8 | 375,4 | 354,9 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Mozambique | Total | ||||||
---|---|---|---|---|---|---|---|
|
(Rand in millions)
|
||||||
1 to 5 years |
317,0 | 317,0 | |||||
over 5 years |
58,2 | 58,2 | |||||
Number of projects |
1 | (2) | 1 |
Oil and gas production facilities and productive wells
We operate production facilities in Mozambique and have non-operated interests in producing assets in Canada and Gabon.
63
The table below provides the production capacity at 30 June 2020.
Plant Description
|
Location | Design Capacity | ||
---|---|---|---|---|
Central Processing Facility |
Pande-Temane PPA, Mozambique | 491 MMscf/day gas | ||
Floating, Production, Storage and Offloading facility |
Etame Marin Permit, Gabon |
25 000 bpd oil |
||
Processing Facilities |
Farrell Creek, Canada |
320 MMscf/day gas |
The table below provides the number of productive oil and gas wells at 30 June 2020. A productive well is a producing well or a well that is mechanically capable of production.
Number of productive
wells 30 June 2020 |
Mozambique |
Rest of
Africa(1) |
North
America(1) |
Total | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Productive oil wells |
|||||||||||||
Gross |
| 13,0 | | 13,0 | |||||||||
Net |
| 3,6 | | 3,6 | |||||||||
Productive gas wells |
|||||||||||||
Gross |
18,0 | | 160,0 | 178,0 | |||||||||
Net |
12,6 | | 80,0 | 92,6 |
Sales prices and production costs
The table below summarises the average sales prices for natural gas and petroleum liquids produced and the average production cost, not including ad valorem and severance taxes, per unit of production for each of the last three years.
Average sale prices and production costs
for the year ended 30 June |
Mozambique |
Rest of
Africa(2) |
North
America(2) |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(Rand per unit)
|
|||||||||
2018 |
||||||||||
Average sales prices |
||||||||||
Natural gas, per thousand standard cubic feet |
24,8 | | 12,8 | |||||||
Natural liquids, per barrel |
337,9 | 822,8 | 492,6 | |||||||
Average production cost(1) |
||||||||||
Natural gas, per thousand standard cubic feet |
5,0 | | 9,8 | |||||||
Natural liquids, per barrel |
| 486,4 | | |||||||
2019 |
|
|
|
|||||||
Average sales prices |
||||||||||
Natural gas, per thousand standard cubic feet |
32,6 | | 13,0 | |||||||
Natural liquids, per barrel |
514,6 | 977,7 | 517,4 | |||||||
Average production cost(1) |
||||||||||
Natural gas, per thousand standard cubic feet |
6,3 | | 11,1 | |||||||
Natural liquids, per barrel |
| 458,6 | | |||||||
2020 |
|
|
|
|||||||
Average sales prices |
||||||||||
Natural gas, per thousand standard cubic feet |
33,9 | | 17,3 | |||||||
Natural liquids, per barrel |
370,5 | 756,2 | 427,7 | |||||||
Average production cost(1) |
||||||||||
Natural gas, per thousand standard cubic feet |
6,1 | | 20,9 | |||||||
Natural liquids, per barrel |
| 426,9 | |
EnergyPlants and facilities
Our facilities in South Africa
Our main manufacturing facilities are located at Secunda Synfuels Operations. Additionally, the Natref refinery, based in Sasolburg, is approximately 2,0 km2.
Our interests in facilities in Qatar
ORYX GTL is a gas-to-liquids plant, located at Ras Laffan Industrial City, situated along the northeast coast of Qatar.
Our interests in facilities in Nigeria
EGTL is a gas-to-liquids plant, located at Escravos in the Delta state, part of the Niger Delta region, situated on the South East of Nigeria. We sold our participating interest in EGTL to CNL in June 2020.
Our interests in facilities in Mozambique
CTRG is a power generation facility, located at Ressano Garcia. Divestment processes are underway with respect to our equity interest in the CTRG gas-fired power plant in Mozambique.
Transportation capacity
The table below provides details of the transportation capacity and location available to the Energy business.
Plant description
|
Location |
Design
capacity(1) |
||
---|---|---|---|---|
Gauteng transmission
|
Gauteng | 128 bscf/a | ||
ROMPCO Pipeline |
From Central Processing Facility (Mozambique) to Pressure Protection Station (Secunda) (865km)From Mozambique to Secunda and Sasolburg | 191 bscf/a | ||
Secunda, Witbank and Middelburg pipeline |
South Africa | 11 bscf/a | ||
Transnet Pipeline
|
South Africa | 23 bscf/a |
64
The following table provides details of the production capacity and location of the main jointly held plants where the Energy business has an interest.
Plant description
|
Location | Design capacity(1) | ||
---|---|---|---|---|
ORYX GTL |
Ras Laffan Industrial City in Qatar | 32 400 bpd (nominal) | ||
Natref |
Sasolburg, South Africa | 108 000 bpd (nominal) | ||
CTRG |
Ressano Garcia, Mozambique | 175MW |
Secunda Synfuels Operations
Synthetic oil
Refer to "Item 4.DProperty, plants and equipmentMining" for details on our mining properties and coal exploration techniques used during the estimation of synthetic oil reserves.
The size of Sasol's total Secunda property is approximately 83 km2 with operating plants accounting for 9 km2. This forms the base for the main manufacturing facilities for Energy, Base and Performance Chemicals.
The following table sets forth a summary of the synthetic oil equivalent average sales price and related production costs for the year shown.
|
2020 | 2019 | 2018 | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Average sales price per barrel (rand per unit) |
793,55 | 966,64 | 800,07 | |||||||
Average production cost per barrel (rand per unit) |
644,74 | 579,90 | 484,53 | |||||||
Production (millions of barrels) |
36,5 | 41,2 | 42,7 |
Supplemental oil and gas information
Supplemental oil and gas information: See "Item 18Financial StatementsSupplemental Oil and Gas Information" for supplemental information relating to synthetic oil producing activities.
Base Chemicals
Our facilities in South Africa
Our main manufacturing facilities are located in Secunda and Sasolburg. The size of Sasol's
total Secunda property is approximately 83 km2 with operating plants accounting for 9 km2. Within the Secunda property, a portion of the explosives assets are owned and operated by Enaex Africa in association with Sasol from the 1 July 2020. The size of the Sasolburg property is approximately 51 km2.
Our facilities in the United States
Base Chemicals' share of the LCCP is located at Lake Charles, Louisiana (size of full site approximately 6 km2; Base Chemicals' plant size 1,7 km2). The legacy business in Lake Charles consists of the ethylene cracker. The new ethylene cracker on the Western plant in Lake Charles reached beneficial operation in August 2019, with a capacity of 1500ktpa, and is ramping up to expectations. The low density polyethylene (LDPE) unit is expected to reach beneficial operation before the end of October 2020. As at 30 June 2020, certain of the Base Chemicals portfolio held in Sasol Chemicals USA have been classified as held for sale. The project perimeter includes, but is not limited to, the Ethylene West Cracker and the LDPE and linear low-density polyethylene (LLDPE) units constructed as part of the LCCP.
Production at our HDPE joint venture with Ineos in North America achieved beneficial operation in November 2017 (our share of capacity: 235 ktpa). The plant is producing above expectations.
Refer to "Item 3.DRisk factors" and "Item 5.BLiquidity and capital resources" for further detail on the construction of the LCCP.
The following table summarises the main production capacities of the Regional Operating Hubs in Secunda, Sasolburg and North America, as well as our international joint venture partnership in North America, that produce polymer and monomer products marketed by Base Chemicals.
65
Production capacity at 30 June 2020
Product
|
South
Africa(2) |
North
America(1)(2) |
Total | |||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(ktpa)
|
|||||||||
Ethylene(3) |
615 | 1 955 | 2 570 | |||||||
Propylene(3) |
950 | | 950 | |||||||
LDPE |
220 | | 220 | |||||||
LLDPE |
150 | 470 | 620 | |||||||
HDPE |
| 235 | 235 | |||||||
Polypropylene |
625 | | 625 | |||||||
Ethylene dichloride |
160 | | 160 | |||||||
Vinyl chloride |
205 | | 205 | |||||||
PVC |
190 | | 190 | |||||||
Chlorine |
145 | | 145 | |||||||
Caustic soda |
167 | | 167 | |||||||
Cyanide |
40 | | 40 | |||||||
Hydrochloric acid |
90 | | 90 | |||||||
Calcium chloride |
10 | | 10 |
The following table summarises the main production capacities of the Regional Operating Hubs in Secunda, Sasolburg and Germany that produce solvent products marketed by Base Chemicals.
Production capacity as at 30 June 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
South
Africa |
| Germany | | Total(1) | | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
(ktpa)
|
| |||||||||||||
Ketones |
| | 328 | | | | | | | | 328 | | | |||
Acetone |
| | 200 | | | | | | | | 200 | | | |||
MEK |
| | 70 | | | | | | | | 70 | | | |||
MiBK |
| | 58 | | | | | | | | 58 | | | |||
Glycol ethers |
| | | | | | 80 | | | | 80 | | | |||
Butyl glycol ether |
| | | | | | 80 | | | | 80 | | | |||
Acetates |
| | 60 | | | | | | | | 60 | | | |||
Ethyl acetate |
| | 60 | | | | | | | | 60 | | | |||
Mixed alcohols |
| | 215 | | | | | | | | 215 | | | |||
Pure alcohols |
| | 499 | | | | | | | | 499 | | | |||
Methanol (C1) |
| | 140 | | | | | | | | 140 | | | |||
Ethanol (C2) |
| | 114 | | | | | | | | 114 | | | |||
n-Propanol (C3) |
| | 80 | | | | | | | | 80 | | | |||
n-Butanol (C4) |
| | 150 | | | | | | | | 150 | | | |||
iso-Butanol (C4) |
| | 15 | | | | | | | | 15 | | | |||
Acrylates |
| | 125 | | | | | | | | 125 | | | |||
Ethyl acrylate |
| | 35 | | | | | | | | 35 | | | |||
Butyl acrylate |
| | 80 | | | | | | | | 80 | | | |||
Glacial acrylic acid |
| | 10 | | | | | | | | 10 | | | |||
Maleic anhydride(2) |
| | | | | | | | | | | | | |||
Other |
| | 19 | | | | | | | | 19 | | |
Nameplate capacity represents the total saleable production capacity. Due to the integrated nature of these facilities, the requirement for regular statutory maintenance shutdowns and market conditions, actual saleable volumes will be less than the nameplate capacity.
Approximately 95% of our production capacity is located at sites in South Africa and 5% in Germany.
Performance Chemicals
Our facilities in South Africa
Our facilities at Secunda and Sasolburg are the base for a number of our chemical industries operations.
Our facilities in Germany
Performance Chemicals operations are based at three locations in Germany, namely Brunsbüttel (site size approximately 2 million m2; plant size 500 000 m2), Marl (site size approximately 160 000 m2; plant size 75 000 m2) and the wax facility based in Hamburg (site size approximately 160 000 m2; plant size 100 000 m2).
66
Our facilities in Italy
The operations of Performance Chemicals are based at three locations in Italy. The primary facilities are at Augusta (site size approximately 1,36 million m2; plant size 510 000 m2) and Terranova (site size approximately 330 000 m2; plant size 160 000 m2).
Our facilities in the United States
Performance Chemicals operations in the US are based in Lake Charles, Louisiana and Tucson, Arizona. The most significant of these facilities is located at Lake Charles, Louisiana (size of full site approximately 6 km2; Performance Chemicals' plant size 1,9 km2 including share of the LCCP located at Lake Charles). As part of the LCCP, beneficial operation was declared in January 2020 on the ethoxylation plant (Surfactants) and in June 2020 on the Ziegler and Guerbet plants (C6+ Alcohols and Inorganics).
A small specialty alumina facility is located in Tucson.
Our facility in China
The operations of Performance Chemicals are based at two locations in Nanjing (Fangshui site size approximately 90 000 m2; plant size 4 000 m2; Zhaoqiaohe site size approximately 143 000 m2; plant size 3 600 m2).
The following table provides details of the production capacity and location of the plants where the Performance Chemicals business has an interest.
Production capacity at 30 June 2020
|
|
|
|
|
|
|
|
|
Product
|
| Facilities location | | Total(1) | | |||
---|---|---|---|---|---|---|---|---|
|
|
|
|
(ktpa)
|
| |||
Surfactants |
| United States, Europe, Far East | | | 1 200 | | | |
EO/EG |
| United States | | | 300 | | | |
C6+ alcohol(2) |
| United States, Europe, South Africa | | | 803 | | | |
Inorganics |
| United States, Europe, South Africa | | | 119 | | | |
Paraffins and olefins |
| United States, Europe | | | 750 | | | |
LAB |
| United States, Europe | | | 435 | | | |
C5-C8 alpha olefins |
| United States, South Africa | | | 456 | | | |
Paraffin wax and wax emulsions |
| Europe | | | 460 | | | |
FT-based wax and related products |
| South Africa | | | 280 | | | |
Paraffin wax |
| South Africa | | | 30 | | |
Refer to "Item 3.DRisk factors" and "Item 5.BLiquidity and capital resources" for further detail on the construction of the LCCP.
ITEM 4A. UNRESOLVED STAFF COMMENTS
There are no unresolved written comments from the SEC staff regarding our periodic reports under the Securities Exchange Act of 1934 received not less than 180 days before 30 June 2020, that are considered material.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
This section should be read in conjunction with our consolidated financial statements included in "Item 18Financial Statements" as at 30 June 2020 and 2019, and for the years ended 30 June 2020, 2019 and 2018, including the accompanying notes, that are included in this annual report on Form 20-F. The following discussion of operating results and the financial review and prospects as well as our consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB.
For information regarding our financial overview and external factors impacting on our business, refer to the "Integrated ReportChief Financial Officer's Performance OverviewKey drivers impacting our results" as contained in Exhibit 99.3. This includes an analysis of the impact of macroeconomic factors on Sasol's performance and an overview of the current economic environment, crude oil prices, exchange rates, gas prices and chemical prices. Movements in our cost base are also analysed, including the impact of cost-reduction measures and inflation.
The discussion on the 2018 financial results has not been included as this can be found under Item 5 of our Form 20-F for the year ended 30 June 2019.
Certain information contained in the discussion and analysis set forth below and elsewhere in this annual report includes forward-looking statements that involve risks and uncertainties. See "Forward-Looking Statements" and see "Item 3.DRisk factors" for a discussion of significant factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this annual report.
67
5.A Operating results
Results of operations
|
2020 | 2019 |
Change
2020/2019 |
2018 |
Change
2019/2018 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Rand
in millions) |
(%)
|
(Rand
in millions) |
(%)
|
||||||||||||
Turnover |
190 367 | 203 576 | (6 | ) | 181 461 | 12 | ||||||||||
Operating costs and expenses |
(190 216 | ) | (176 308 | ) | 8 | (152 390 | ) | 16 | ||||||||
Remeasurement items |
(110 834 | ) | (18 645 | ) | 494 | (9 901 | ) | 88 | ||||||||
Equity accounted (losses)/profits, net of tax |
(347 | ) | 1 074 | (132 | ) | 1 443 | (26 | ) | ||||||||
Sasol Khanyisa share-based payment |
| | (2 866 | ) | ||||||||||||
| | | | | | | | | | | | | | | | |
(Loss)/earnings before interest and tax |
(111 030 | ) | 9 697 | (1 245 | ) | 17 747 | (45 | ) | ||||||||
Net finance costs |
(6 381 | ) | (466 | ) | 1 269 | (2 043 | ) | (77 | ) | |||||||
| | | | | | | | | | | | | | | | |
(Loss)/earnings before tax |
(117 411 | ) | 9 231 | (1 372 | ) | 15 704 | (41 | ) | ||||||||
Taxation |
26 139 | (3 157 | ) | (928 | ) | (5 558 | ) | (43 | ) | |||||||
| | | | | | | | | | | | | | | | |
(Loss)/earnings |
(91 272 | ) | 6 074 | (1 603 | ) | 10 146 | (40 | ) | ||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Financial review 2020
Turnover
Turnover consists of the following categories.
|
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|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
| 2020 | | 2019 | |
Change
2020/2019 |
| 2018 | |
Change
2019/2018 |
| |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
(Rand
in millions) |
|
(%)
|
|
(Rand
in millions) |
|
(%)
|
| |||||||||||||
Sale of products |
| 187 277 | | 200 097 | | | (6 | ) | | | 178 463 | | | | 12 | | | |||||
Services rendered |
| 1 647 | | 1 735 | | | (5 | ) | | | 1 612 | | | | 8 | | | |||||
Other trading income |
| 1 443 | | 1 744 | | | (17 | ) | | | 1 386 | | | | 26 | | | |||||
| | | | | | | | | | | | | | | | | | |||||
Turnover |
| 190 367 | | 203 576 | | | (6 | ) | | | 181 461 | | | | 12 | | | |||||
| | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | |
The primary factors contributing to the changes in turnover were.
|
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|
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|
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|
|
|
|
| Change 2020/2019 | | Change 2019/2018 | | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
(Rand in
millions) |
|
(%)
|
|
(Rand in
millions) |
|
(%)
|
| ||||||||||||
Turnover, 2019 and 2018 |
| | 203 576 | | | | | | | 181 461 | | | | | | ||||||
Exchange rate effects |
| | 14 967 | | | | 8 | | | | 15 213 | | | | 8 | | | ||||
Product prices |
| | (30 287 | ) | | | (15 | ) | | | 3 575 | | | | 2 | | | ||||
crude oil |
| | (24 031 | ) | | | (12 | ) | | | 6 526 | | | | 4 | | | ||||
other products |
| | (6 256 | ) | | | (3 | ) | | | (2 951 | ) | | | (2 | ) | | ||||
Net volume changes |
| | 2 400 | | | | 1 | | | | 3 359 | | | | 2 | | | ||||
Other effects |
| | (289 | ) | | | | | | | (32 | ) | | | | | | ||||
| | | | | | | | | | | | | | | | | | ||||
Turnover |
| | 190 367 | | | | (6 | ) | | | 203 576 | | | | 12 | | | ||||
| | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | |
Operating costs and expenses
Operating costs and expense consists of the following categories.
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|
| 2020 | | 2019 | |
Change
2020/2018 |
| 2018 | |
Change
2019/2018 |
| |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
(Rand
in millions) |
|
(%)
|
|
(Rand
in millions) |
|
(%)
|
| |||||||||||||
Materials, energy and consumables used |
| (90 109 | ) | (90 589 | ) | | (1 | ) | | | (76 606 | ) | | | 18 | | | |||||
Selling and distribution costs |
| (8 388 | ) | (7 836 | ) | | 7 | | | | (7 060 | ) | | | 11 | | | |||||
Maintenance expenditure |
| (10 493 | ) | (10 227 | ) | | 3 | | | | (9 163 | ) | | | 12 | | | |||||
Employee-related expenditure |
| (30 667 | ) | (29 928 | ) | | 2 | | | | (27 468 | ) | | | 9 | | | |||||
Exploration expenditure and feasibility costs |
| (608 | ) | (663 | ) | | (8 | ) | | | (352 | ) | | | 88 | | | |||||
Depreciation and amortisation |
| (22 575 | ) | (17 968 | ) | | 26 | | | | (16 425 | ) | | | 9 | | | |||||
Translation (losses)/gains |
| (6 542 | ) | 604 | | | (1 183 | ) | | | (11 | ) | | | (5 591 | ) | | |||||
Other operating expenses |
| (22 280 | ) | (21 064 | ) | | 6 | | | | (16 715 | ) | | | 26 | | | |||||
Other operating income |
| 1 446 | | 1 363 | | | 6 | | | | 1 410 | | | | (3 | ) | | |||||
| | | | | | | | | | | | | | | | | | |||||
Operating costs and expenses |
| (190 216 | ) | (176 308 | ) | | 8 | | | | (152 390 | ) | | | 16 | | | |||||
| | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | |
Materials, energy and consumables used. Materials, energy and consumables used in 2020 amounted to R90 109 million, a decrease of R480 million, or 1%, compared with R90 589 million in 2019, which increased by 18% from R76 606 million in 2018. The decrease in these costs between 2020 and 2019 was mainly due to the lower processed volumes of oil at Natref as a result of the shutdown in May and June, partially offset by higher costs as the LCCP ramps up, higher feedstock costs, increased coal purchases and a weaker rand/US dollar exchange rate.
Selling and distribution costs. These costs comprise of marketing and distribution of products, freight and customs and excise duty after the point of sale. Selling and distribution costs in 2020 amounted to R8 388 million, which represents an increase of R552 million, or 7%, compared with R7 836 million in 2019, which increased by R776 million, or 11%, compared
68
with R7 060 million in 2018. The variation in these costs was mainly attributable to increased freight, packaging and shipping costs due to higher quantities of LLDPE sold during 2020, in conjunction with higher freight rates which is exchange rate related. Selling and distribution costs represented 4% of sales in 2020, 4% of sales in 2019, and 4% of sales in 2018.
Maintenance expenditure. Maintenance expenditure in 2020 amounted to R10 493 million, which represents an increase of R266 million, or 3%, compared with R10 227 million in 2019, which increased by R1 064 million, or 12%, compared with R9 163 million in 2018. Maintenance expenditure increased in 2020 compared to 2019 mainly due to inflation and maintenance performed on units that achieved beneficial operation at LCCP.
Employee-related expenditure. Employee-related expenditure amounted to R30 667 million, which represents an increase of R739 million, or 2%, compared with R29 928 million in 2019, which increased by R2 460 million, or 9%, from 2018.
This amount includes labour costs of R28 926 million (2019R28 709 million and 2018R25 903 million) and a share-based payment charge to the income statement of R1 741 million (debit), (2019R1 219 million (debit) and 2018R1 565 million (debit)).
Excluding the effect of the share-based payment expenses, our employee costs increased by R217 million, or 1%, in 2020. This was primarily due to our cash conservation drive that included measures to reduce labour costs, such as a salary sacrifice and suspension of company contributions to retirement funds. Overall headcount decreased from 31 429 in 2019 to 31 001 employees in 2020, a decrease of 1,4%.
Exploration expenditure and feasibility costs. Exploration expenditure and feasibility costs in 2020 amounted to R608 million, which represents a decrease of R55 million, or 8%, compared with R663 million in 2019, which increased by R311 million compared with R352 million in 2018. The decrease in 2020 as compared to 2019 was largely attributable to our cash conservation
measures we put in place during the financial year.
Depreciation and amortisation. Depreciation and amortisation in 2020 amounted to R22 575 million, which represents an increase of R4 607 million, compared with R17 968 million in 2019, which increased by R1 543 million compared with R16 425 million in 2018. The increase in depreciation of R4 607 million mainly relates to the increase of fixed assets due to the capitalisation of most of the remaining LCCP units.
Translation (losses)/gains. Translation losses arising primarily from the translation of monetary assets and liabilities, amounted to R6 542 million in 2020, as compared to a R604 million gain in 2019 and a R11 million loss in 2018. The rand weakened against the US dollar throughout 2020, with the closing exchange rate having weakened by 23% to R17,33 at 30 June 2020 compared to R14,08 at 30 June 2019. This had a negative impact on our gearing and the valuation of our derivatives and South African export debtors and loans.
Other operating expenses. Other operating expenses in 2020 amounted to R22 280 million, an increase of R1 216 million, compared to R21 064 million in 2019, which increased by R4 349 million from R16 715 million in 2018.
This amount includes:
69
Other operating income. Other operating income in 2020 amounted to R1 446 million, which represents an increase of R83 million, or 6%, compared with R1 363 million in 2019. In 2018, other operating income amounted to R1 410 million. Other operating income includes profit made by pooling the foreign exchange requirements of the group and rental income.
Share of profits from equity accounted investments
The share of losses of equity accounted investments (net of tax) amounted to
R347 million in 2020 as compared to profits of R1 074 million in 2019 and R1 443 million in 2018. R147 million of the decrease in equity accounted earnings for 2020 was due to the sale of our investment in Sasol Huntsman GmbH & co KG during the period.
In Nigeria, the EGTL production volumes were 16% lower than the prior year due to both trains being on an extended shutdown from August 2019 to December 2019. As a result, the losses increased to R699 million in 2020 compared to losses of R216 million in 2019. We sold our participating interest in EGTL to CNL in June 2020.
Remeasurement items
For information regarding the remeasurement items recognised, refer to "Item 18Financial StatementsNote 10 Remeasurement items affecting operating profit".
Finance costs and finance income
For information regarding finance costs incurred and finance income earned, refer to "Item 18Financial StatementsNote 8 Net finance costs".
The increase in finance costs is mainly due to a decrease in finance costs capitalised due to the LCCP units reaching beneficial operation and the adoption of IFRS 16 Leases.
Tax
The effective tax rate decreased to 22,3% in 2020 compared to 34,2% in 2019. The decrease is mainly due to deferred tax that was not fully recognised on certain impairments and on translation losses, and due to non-deductible finance costs incurred as a result of increased funding required for the LCCP. For further information regarding the tax charge, refer to "Item 18Financial StatementsNote 13 Taxation".
Non-controlling interests
For information regarding our non-controlling interests, and their share of profit, refer "Item 18Financial StatementsNote 26 Interest in significant operating subsidiaries".
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Losses attributable to non-controlling interests in subsidiaries of R163 million decreased by R1 939 million, or 109%, from earnings of R1 776 million in 2019, which was an increase of R359 million or 25% from earnings of R1 417 million in 2018.
The decrease in earnings attributable to non-controlling interests in 2020, as compared to the increase in 2019 is largely attributable to a decrease in the profits attributable to the non-controlling interests in Sasol Oil due to a significant impairment recognised on the Sasolburg liquid fuels refinery CGU, lower sales volumes resulting from the impact of the extended COVID-19 lockdown in South Africa and a weak Southern African economic performance, lower refining margins at Natref and reversal of a provision for litigation in the prior year, partially offset by the impact of weaker rand/US dollar exchange rates.
Financial review 2019
Group results
Earnings before interest and tax of R9,7 billion decreased by 45% compared to the prior year largely due to significant remeasurement items of R18,6 billion resulting from softer chemical prices, as well as the higher-than-anticipated capital spend on the LCCP. During 2019, the rand/US dollar exchange rate averaged R14,20 compared to R12,85 for the prior year. The weaker average rand/US dollar exchange rate positively impacted the results of our businesses as a significant portion is exposed to foreign currency sales and capital expenditure. The increase in the oil price also had a positive impact on our results, which was offset by softer macroeconomic environment negatively impacting supply-demand dynamics especially in our chemicals businesses. During 2019, the average Brent crude oil prices improved by 8% compared to the prior year (average dated Brent was US$69/bbl for the year ended 30 June 2019 compared with US$64/bbl in the prior year).
Items which materially impacted earnings before interest and tax
During 2019, earnings were impacted by the following significant items:
Segment reviewresults of operations
Reporting segments are identified in the way in which the President and Chief Executive Officer organises segments within our group for making operating decisions and assessing performance. The segment overview included below is based on our segment results. Inter-segment turnover was entered into under terms and conditions substantially similar to terms and conditions which would have been negotiated with an independent third party. Refer to Business segment information of "Item 18Financial StatementsSegment information" for further detail regarding turnover and operating profit per segment.
Refer also to "Integrated ReportImplementing a sustainable Future Sasol" as contained in Exhibit 99.4.
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Operating Business Units
Mining
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2020/2019 |
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2019/2018 |
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(Rand
in millions) |
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External turnover |
| 1 343 | | 3 222 | | | (58 | ) | | | 3 446 | | | | (7 | ) | | |||||
Inter-segment turnover |
| 18 548 | | 17 654 | | | 5 | | | | 16 351 | | | | 8 | | | |||||
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Total turnover |
| 19 891 | | 20 876 | | | (5 | ) | | | 19 797 | | | | 5 | | | |||||
Operating costs and expenses(1) |
| (17 135 | ) | (16 175 | ) | | 6 | | | | (14 553 | ) | | | 11 | | | |||||
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Earnings before interest and tax |
| 2 756 | | 4 701 | | | (41 | ) | | | 5 244 | | | | (10 | ) | | |||||
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EBIT margin % |
| 14 | | 23 | | | | | | 26 | | | | | |
Results of operations 2020 compared to 2019
Total turnover decreased by 5% from R20 876 million to R19 891 million. Earnings before interest and tax of R2 756 million represents a decrease of 41% when compared to the prior year, mainly as a result of a 30% deterioration in the US dollar export coal prices, lower export sales volumes and higher external coal purchases earlier in the financial year.
Our productivity decreased by 4% as a result of unplanned infrastructure downtime, safety incidents in the first half of the year and the ongoing geological complexity challenges at our Syferfontein and Sigma collieries. This necessitated additional external coal purchases and the diversion of export quality coal to the SSO value chain early in the year in order to sustain inventory levels. Our productivity recovered in the second half of the year with our fourth quarter productivity being the best quarter in the year. Our COVID-19 response plans and mitigating protocols have enabled us to continue operations with minimum interruptions in 2020.
The operational improvements in the second half of the year, together with the temporary reductions in demand from both internal and external customers due to COVID-19, allowed us to stop the additional external purchases in the fourth quarter and to build up our inventory levels to above working capital target levels. Lower overall production levels combined with above-inflation labour-related cost increases and higher depreciation costs resulted in our normalised cost of production increasing by 7%
above inflation to R347/ton compared to the prior year.
For further analysis of our results refer "Integrated ReportOperational Performance Summary" as contained in Exhibit 99.7.
Exploration and Production International
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2020 | 2019 |
Change
2020/2019 |
2018 |
Change
2019/2018 |
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(Rand
in millions) |
(%)
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(Rand
in millions) |
(%)
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External turnover |
1 829 | 1 815 | 1 | 1 610 | 13 | |||||||||||
Inter-segment turnover |
3 375 | 3 369 | | 2 588 | 30 | |||||||||||
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Total turnover |
5 204 | 5 184 | | 4 198 | 23 | |||||||||||
Operating costs and expenses(1) |
(4 007 | ) | (6 073 | ) | (34 | ) | (7 881 | ) | (23 | ) | ||||||
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Earnings/(loss) before interest and tax |
1 197 | (889 | ) | (235 | ) | (3 683 | ) | (76 | ) | |||||||
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EBIT margin % |
23 | (17 | ) | (88 | ) |
Results of operations 2020 compared to 2019
Total turnover increased by 0,4% from R5 184 million in 2019 to R5 204 million in 2020 due to higher volumes in Gabon and a weaker rand/US dollar exchange rate, offset by lower oil (Gabon) and gas (Mozambique) prices and lower volumes (natural decline in production from fields in Canada and lower internal consumption for our Mozambican gas). Earnings before interest and tax of R1 727 million (excluding remeasurement items of R30 million (gain) and translation losses of R560 million) increased by R561 million compared to earnings before interest and tax of R1 166 million in 2019 (excluding remeasurement items of R1 976 million (loss) and translation losses of R79 million).
Earnings before interest and tax from our Mozambican producing operations was R2 464 million (excluding translation losses of R914 million) compared to R2 507 million (excluding translation losses of R114 million) in the prior year. The decreased earnings before interest and tax is largely due to lower sales prices and volumes, partly offset by a decrease in cash fixed costs.
Our Gabon operating asset recorded earnings before interest and tax of R158 million (excluding translation gains of R442 million) compared to R484 million (excluding translation gains of
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R54 million) in the prior year. The recently completed drilling campaign did result in higher volumes but the resulting increased depreciation and lower oil prices negatively affected profitability.
Our Canadian shale gas asset in Montney generated a loss before interest and tax of R192 million compared to a loss before interest and tax of R801 million (excluding impairment of R1 947 million) in the prior year. Our Canadian gas production volumes decreased by 8% compared to the prior year resulting from the natural decline of the field. We remain committed to divesting this asset as part of our strategic portfolio optimisation.
For further analysis of our results refer "Integrated ReportOperational Performance Summary" as contained in Exhibit 99.7.
Strategic Business Units
Energy
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2020 | 2019 |
Change
2020/2019 |
2018 |
Change
2019/2018 |
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(Rand
in millions) |
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in millions) |
(%)
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External turnover |
66 994 | 82 977 | (19 | ) | 69 110 | 20 | ||||||||||
Inter-segment turnover |
907 | 826 | 10 | 663 | 25 | |||||||||||
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Total turnover |
67 901 | 83 803 | (19 | ) | 69 773 | 20 | ||||||||||
Operating costs and expenses(1) |
(74 579 | ) | (67 237 | ) | 11 | (55 692 | ) | 21 | ||||||||
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(Loss)/earnings before interest and tax |
(6 678 | ) | 16 566 | (140 | ) | 14 081 | 18 | |||||||||
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EBIT margin % |
(10 | ) | 20 | 20 |
Results of operations 2020 compared to 2019
Total turnover decreased by 19% from R83 803 million in 2019 to R67 901 million in 2020, mainly due to the impact of lower Brent crude oil prices, lower liquid fuels sales volumes resulting from the impact of the extended COVID-19 lockdown in South Africa and lower refining margins, partly offset by the weaker rand/US dollar exchange rate.
Loss before interest and tax, including equity accounted earnings, of R6 678 million decreased by R23 244 million or 140% compared to the prior year. EBIT margins decreased by 30% to 10%.
The decrease in earnings before interest and tax is mainly due to impairments recognised of R12,4 billion, the impact of lower Brent crude oil prices, lower sales volumes resulting from the impact of the extended COVID-19 lockdown in South Africa, lower refining margins at Natref and lower earnings from equity accounted investments, partially offset by the impact of weaker rand/US dollar exchange rates, a gain recognised on disposal of EGTL and lower rehabilitation provisions.
Subdued economic activity exacerbated by the unprecedented drop in demand because of COVID-19 lockdowns led to a 12% decline in liquid fuels sales volumes and an 8% reduction in natural gas sales volumes compared to prior year.
Our share of power produced at the CTRG joint operation in Mozambique amounted to 568 gigawatt-hours of electricity, 1% higher than the prior year.
ORYX GTL production volumes were 29% lower compared to the prior year due to the extended shutdown. Train 1 resumed operation at the beginning of June 2020 and is currently in stable operation. Inspection work performed at the start of the train 2 shutdown in January 2020 resulted in an extension of the required shutdown duration. We expect train 2 to be back in operation in the second quarter of 2021. As a result of the extended shutdown, ORYX GTL contributed R338 million to earnings before interest and tax, 70% lower than the prior year comparative of R1 131 million.
For further analysis of our results refer "Integrated ReportOperational Performance Summary" as contained in Exhibit 99.7.
Base Chemicals
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2020 | 2019 |
Change
2020/2019 |
2018(2) |
Change
2019/2018 |
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(Rand
in millions) |
(%)
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(Rand
in millions) |
(%)
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External turnover |
51 868 | 48 113 | 8 | 43 269 | 11 | |||||||||||
Inter-segment turnover |
815 | 700 | 16 | 682 | 3 | |||||||||||
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Total turnover |
52 683 | 48 813 | 8 | 43 951 | 11 | |||||||||||
Operating costs and expenses(1) |
(123 487 | ) | (50 244 | ) | 146 | (43 033 | ) | 17 | ||||||||
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(Loss)/earnings before interest and tax |
(70 804 | ) | (1 431 | ) | 4 848 | 918 | (256 | ) | ||||||||
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EBIT margin % |
(134 | ) | (3 | ) | 2 |
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Results of operations 2020 compared to 2019
Total turnover increased by 8% from R48 813 million in 2019 to R52 683 million in 2020, mainly as a result of higher sales volumes and a weaker rand/US dollar exchange rate offset by the softer commodity chemical prices across most of our sales regions and products. The Base Chemicals business benefitted from 19% higher sales volumes mainly as a result of ramping up of our US polymer producing assets. Our LLDPE plant achieved beneficial operation in February 2019 thus contributing for a full year in 2020 relative to five months in 2019 while the new ethylene cracker achieved beneficial operation in August 2019. The Base Chemicals foundation business sales volumes were 3% below the prior year mainly due to the significant impact of the COVID-19 pandemic resulting in lower market demand and associated lower SSO production rates.
Loss before interest and tax increased by R69 373 million from R1 431 million in 2019 to R70 804 million in 2020, while EBIT margin decreased from 3% to 134%.
The increase in loss before interest and tax is largely attributable to impairments of R71,3 billion across a number of our CGUs both within the South African and US integrated value chains, and additional operating losses incurred due to the LCCP incurring depreciation and cash fixed cost without corresponding gross margin realised while in the ramp-up phase. The introduction of the cash conservation measures in the second half of 2020 helped to keep our cash fixed costs in line with prior year. We recognised a total of R18,1 billion of impairments related to our foundation business in the Southern African value chain, and in the US, a write-down to fair value of R53,2 billion (US$3,1 billion) had been recognised regarding our proportion of a combination of assets with Sasol Chemicals USA which has been classified as a disposal group held for sale, reducing the carrying value of the assets down to its fair value less costs to sell. The impairments are mainly attributable to softer commodity chemical sales prices in the short- to medium-term and higher costs associated with feedstocks and utilities.
In line with our asset disposal programme, we disposed of our 50% share of the maleic anhydride joint venture with Huntsman in the first quarter of the 2020 financial year, while also concluding the partial divestment (51%) of our explosive business and the formation of a new partnership with Enaex S.A. The transaction was concluded on 30 June 2020. On 1 July 2020, Enaex Africa in association with Sasol, started officially operating in South Africa and on the African continent. In the US, the US Polyolefins and Phenolic Assets were classified as disposal groups held for sale at 30 June 2020, following the approval to commence negotiations with a number of potential buyers. These transactions are expected to be concluded within the next 6 - 12 months.
For further analysis of our results refer "Integrated ReportOperational Performance Summary" as contained in Exhibit 99.7.
Performance Chemicals
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2020 | 2019 |
Change
2020/2019 |
2018(2) |
Change
2019/2018 |
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(Rand
in millions) |
(%)
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(Rand
in millions) |
(%)
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External turnover |
68 333 | 67 389 | 1 | 63 986 | 5 | |||||||||||
Inter-segment turnover |
864 | 907 | (5 | ) | 901 | 1 | ||||||||||
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Total turnover |
69 197 | 68 296 | 1 | 64 887 | 5 | |||||||||||
Operating costs and expenses(1) |
(93 652 | ) | (75 336 | ) | 24 | (57 034 | ) | 32 | ||||||||
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(Loss)/earnings before interest and tax |
(24 455 | ) | (7 040 | ) | 247 | 7 853 | (190 | ) | ||||||||
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EBIT margin % |
(35 | ) | (10 | ) | 12 |
Results of operations 2020 compared to 2019
Turnover increased by 1% from R68 296 million to R69 197million mainly due to increased sales volumes. Earnings before interest and tax decreased from a loss of R7 040 million to a loss of R24 455 million mainly as a result of higher impairments in 2020 (R27 666 million) compared to 2019 (R13 151 million) as well as the generally soft macroeconomic environment in Europe and Asia, impacting sales negatively in the first half of 2020, exacerbated by the spread of COVID-19 in the second half of the financial year. Start-up costs associated with the LCCP
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units had a further adverse impact on our financial performance.
Sales volumes increased by 8% compared to the prior year as the LCCP ethylene oxide/ethylene glycol (EO/EG) plant continues to produce as planned and the new LCCP ethoxylates (ETO) unit, which achieved beneficial operation in January 2020, ramped-up smoothly, facing robust demand. Excluding LCCP volumes, total sales volumes decreased by 1,3%.
In 2020, Performance Chemicals recognised an impairment of R19,6 billion (US$1,1 billion) on its portion of the LCCP shared assets related to the Base Chemicals portfolio within Sasol Chemicals USA which has been classified as a disposal group held for sale. The Wax value chains in South Africa and Germany were impaired by R4,7 billion and R2,8 billion (EUR146 million), respectively. The Chinese ETO value chain was impaired by R0,5 billion (RMB 193 million). The impairments were largely driven by a softer market outlook, partly due to COVID-19, and unfavourable assumption forecasts, both impacting margins negatively.
For further analysis of our results refer "Integrated ReportOperational Performance Summary" as contained in Exhibit 99.7.
Significant accounting policies and estimates
The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported results of our operations. Some of our accounting policies require the application of significant judgements and estimates by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgements are subject to an inherent degree of uncertainty and are based on our historical experience, terms of existing contracts, management's view on trends in the industries in which we operate and information from outside sources and experts. Actual results may differ from those estimates. Management believes that the more significant judgement and estimates relating to the accounting policies used in the preparation of Sasol's consolidated financial statements could potentially impact the reporting
of our financial results and future financial performance.
We evaluate our estimates, including those relating to environmental rehabilitation and decommissioning obligations, long-lived assets, trade receivables, inventories, investments, intangible assets, income taxes, share-based payment expenses, hedges and derivatives, pension and other post-retirement benefits and contingencies and litigation on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making our judgements about carrying values of assets and liabilities that are not readily available from other sources.
In addition to the items below, "Item 18Financial Statements" are incorporated by reference.
For accounting policies and areas of judgements relating to:
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Estimation of natural oil and gas reserves
In accordance with the US Securities and Exchange Commission (SEC) regulations, proved oil and gas reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically produciblefrom a given date forward, from known reservoirs under existing economic conditions, operating methods, and government regulationsprior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract hydrocarbons must be approved and must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. Existing economic conditions define prices and costs at which economic producibility is to be determined. The price is the average sales price during the 12-month period prior to the reporting date (30 June), determined as an un-weighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements. Future price changes are limited to those provided by contractual arrangements in existence at year-end.
Our reported natural oil and gas reserves are estimated quantities based on SEC reporting regulations. Additionally, we require that the estimated quantities of oil and gas and related
substances to be produced by a project be sanctioned by all internal and external parties to the extent necessary for the project to enter the execution phase and sufficient to allow the resultant products to be brought to market. See "Item 4.DProperty, plants and equipment".
There are numerous uncertainties inherent in estimating quantities of reserves and in projecting future rates of production, including factors which are beyond our control. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgement. Estimates of oil and gas reserves therefore are subject to future revision, upward or downward, resulting from new data and current interpretation, as well as a result of improved recovery, extensions and discoveries, the purchase or sale of assets, and production. Accordingly, financial and accounting measures (such as the standardised measure of future discounted cash flows, depreciation and amortisation charges and environmental and decommissioning obligations) that are based on proved reserves are also subject to revision and change.
Refer to "Table 5Standardised measure of discounted future net cash flows relating to proved reserves", on page G-6 for our standardised discounted future net cash flow information in respect of proved reserves for the year ended 30 June 2020 and to "Table 6Changes in the standardised measure of discounted net cash flows", on page G-8.
Third-party reserve report
We commissioned McDaniel & Associates Consultants Ltd., an independent petroleum engineering consulting firm based in Canada, to carry out an independent assessment of our reserve estimation in Canada as of 30 June 2020. McDaniel & Associates Consultants Ltd. does not have any direct or indirect financial interest in our company. The fees of McDaniel & Associates Consultants Ltd. are not contingent upon reported reserve estimates. Mr. Steven W. Carmichael and Mr. David G. Jenkinson, each a Vice President of McDaniel & Associates Consultants Ltd., are primarily responsible for the preparation of our reserve report. Mr. Steven W. Carmichael has a Bachelor of Science degree in Mechanical
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Engineering, is a registered Professional Engineer with the Association of Professional Engineers and Geoscientists of Alberta and a member of the Society of Petroleum Engineers. He has in excess of 15 years of experience in oil and gas reservoir studies and evaluations. Mr. David G. Jenkinson is a petroleum geologist and has in excess of 10 years of experience in oil and gas reservoir studies and evaluations. For detailed information about our reserve estimates in Canada, please refer to the report of McDaniel & Associates Consultants Ltd. filed hereto as Exhibit 15.2 of this annual report.
Depreciation of natural oil and gas assets
Depreciation of mineral assets on producing oil and gas properties and property acquisition costs is based on the units-of-production method. Apart from acquisition costs, which are depreciated using estimated proved reserves, mineral assets are depreciated using estimated proved developed reserves.
Fair value estimations of financial instruments
We base fair values of financial instruments on quoted market prices of identical instruments, where available. If quoted market prices are not available, fair value is determined based on other relevant factors, including dealers' price quotations and price quotations for similar instruments traded in different markets. Fair value for certain derivatives is based on pricing models that consider current market and contractual prices for the underlying financial instruments or commodities, as well as the time value and yield curve or fluctuation factors underlying the positions. Pricing models and their underlying assumptions impact the amount and timing of unrealised gains and losses recognised, and the use of different pricing models or assumptions could produce different financial results. Refer to "Item 11Quantitative and qualitative disclosures about market risk".
5.B Liquidity and capital resources
Liquidity, cash flows and borrowings
Based on our funding plan, our liquidity headroom remains well above US$2,5 billion as at 30 June 2020, with available rand- and US dollar-based funds improving as we advance with our focused management actions. We continue to assess our mix of funding instruments to ensure that we manage our access to liquidity and maintain a balanced maturity profile as we seek to actively reduce our debt levels. We manage our liquidity risk by effectively managing our working capital, capital expenditure and cash flows from both operating cash flows and disposals of assets. We finance our capital expenditure from funds generated out of our business operations and borrowing facilities.
For information regarding our funding cash flows and liquidity, refer "Item 18Financial StatementsNote 17 Long-term debt and Note 18 Lease Liabilities" which includes an overview of our banking facilities and debt arrangements.
There may be substantial doubt on the Group's ability to continue as a going concern and its ability to realise assets and discharge liabilities in the normal course of business, since the Group's ability to meet its debt covenants at 31 December 2020 and 30 June 2021 and repay its debt as it becomes due is dependent on realising cash through asset disposals and the successful raise of equity. Management believes that the net proceeds of any such transactions, together with cash flows from operations of the business, will be sufficient to meet its debt covenants at 31 December 2020 and 30 June 2021. There can be no assurance, however, that the Group will be able to complete these transactions.
The accompanying consolidated financial statements are prepared on a going concern basis and therefore do not include any adjustments that might result from the outcome of this uncertainty.
For more information regarding the impact of liquidity on our Going concern assumptionrefer "Item 18Financial StatementsNote 2 Going concern".
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For information regarding the company's cash flow requirements refer to the "Integrated ReportChief Financial Officer's Performance OverviewManaging our funding" and "Cash generation" as contained in Exhibit 99.3.The following table provides a summary of our cash flows for each of the three years ended 30 June 2020, 2019 and 2018.
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Net cash retained from operating activities |
| 29 730 | | 31 943 | | 25 629 | | |||
Net cash used in investing activities |
| (38 550 | ) | (56 412 | ) | (53 979 | ) | |||
Net cash generated by financing activities |
| 25 112 | | 23 131 | | 15 112 | |
Cash flows retained from operating activities include the following significant items.
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Cash generated by operating activities |
| 42 384 | | 51 398 | | 42 877 | | |||
Income tax paid |
| (5 659 | ) | (3 946 | ) | (7 041 | ) | |||
Dividends paid |
| (31 | ) | (9 952 | ) | (7 952 | ) |
The cash generated by our operating activities is applied first to fund our operations, pay our debt and tax commitments and then to provide a return in the form of a dividend to our shareholders. The net cash retained is then invested based on our updated capital allocation framework which is aimed at driving maximum shareholder return.
Operating activities
Cash generated by operating activities in 2020 decreased by 18% to R42 384 million, largely attributable to the softer macroeconomic environment during the first six months of the financial year which was further impacted by the severe economic consequences of lower oil prices and the COVID-19 pandemic during the second half of the financial year, coupled with the LCCP still being in ramp-up phase. The investment in working capital decreased by R5,8 billion during the year due to the focused management actions, resulting in a working capital ratio of 12,5%.
For further information regarding our cash flow generation, refer "Integrated ReportChief
Financial Officer's Performance Overview" as contained in Exhibit 99.3.
Investing activities
Net cash used in investing activities decreased to R38 550 million in 2020 as compared to R56 412 million in 2019.
Cash flows utilised in investing activities include the following significant items.
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2020 | 2019 | 2018 | |||||||
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Additions to non-current assets(1) |
(41 935 | ) | (56 734 | ) | (55 891 | ) | ||||
Proceeds on disposals and scrappings |
4 285 | 567 | 2 316 |
In 2020, included in additions to non-current assets is R13,8 billion (US$880 million) relating to the construction of the LCCP. This is as compared to R30,3 billion (US$2,2 billion) in 2019. This decrease is largely as a result of the remaining units reaching beneficial operation.
Included in investing activities in 2020 are the proceeds from the sale of our investments in Sasol Huntsman GbmH & co KG maleic anhydride joint venture of R1 506 million and our sale of the explosives business to Enaex of R991 million.
For information regarding cash flows from investing activities refer "Integrated ReportChief Financial Officer's Performance Overview"Managing our funding" and "Cash generation" as contained in Exhibit 99.3.
For information regarding cash flows from additions and disposals, refer "Item 18Financial StatementsNote 21 Assets under construction" and "Note 11 Disposals and scrapping".
For details of our additions to non-current assets, and the projects to which these relate, refer to "Item 18Financial StatementsNote 21 Assets under construction".
For details of our capital commitments refer to "Item 18Financial StatementsNote 20 Property, plant and equipment".
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Financing activities
Net cash generated from financing activities increased to R25 112 million in 2020 as compared to R23 131 million in 2019.
The reason for the increase in cash generated from financing activities is mainly due to the loans raised to fund our US growth projects.
In November 2019, Sasol secured a US$1 billion syndicated loan facility for up to 18 months. The syndicated loan matures in June 2021.
The group's operations are financed primarily by means of its operating cash flows. Cash shortfalls are usually short-term in nature and are met primarily from short term banking facilities. Our long-term capital expansion projects are financed by a combination of floating and fixed rate long-term debt, as well as internally generated funds. To the extent possible, this debt is normally financed in the same currency as the underlying project to be funded and the repayment terms are designed to match the cash flows expected from that project. A centralised treasury model enables Sasol to optimise the Group's cash and borrowing facilities wherever it is required.
For information regarding our debt and funding structure, refer "Integrated ReportChief Financial Officer's Finance OverviewManaging our funding" and "Cash generation" as contained in Exhibit 99.3.
Capital resources
Sasol Financing Limited, Sasol Financing International Limited and Sasol Financing USA LLC act as our group's financing vehicles. All our group treasury, cash management and borrowing activities are facilitated through Sasol Financing Limited, Sasol Financing International Limited and Sasol Financing USA LLC. The group executive committee (GEC) and senior management meet regularly, to review and, if appropriate, approve the implementation of optimal strategies for the effective management of the group's financial risk.
Our cash requirements for working capital, share repurchases, capital expenditures, debt
service and acquisitions over the past three years have been primarily financed through a combination of funds generated from operations and borrowings. In our opinion, our working capital is sufficient for present requirements.
Our debt as at 30 June comprises the following.
|
2020 | 2019 | 2018 | |||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(Rand in millions)
|
|||||||||
Long-term debt, including current portion |
167 197 | 129 569 | 101 830 | |||||||
Lease liabilities, including current portion |
17 719 | 7 770 | 7 624 | |||||||
Short-term debt |
21 888 | 1 239 | 1 946 | |||||||
Bank overdraft |
645 | 58 | 89 | |||||||
| | | | | | | | | | |
Total debt |
207 449 | 138 636 | 111 489 | |||||||
Less cash (excluding cash restricted for use) |
(32 932 | ) | (13 397 | ) | (15 148 | ) | ||||
| | | | | | | | | | |
Net debt |
R174 517 | 125 239 | 96 341 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
As at 30 June 2020, we had R1 807 million (2019R2 480 million) in cash restricted for use. Refer to "Item 18Financial StatementsNote 31 Cash and cash equivalents" for a breakdown of amounts included in cash restricted for use.
The group has borrowing facilities with major financial institutions and debt securities of R199 861 million (2019R160 002 million; 2018R164 502 million). Of these facilities and debt instruments, R189 354 million (2019R137 023 million; 2018R111 489 million) has been utilised at year end. Long-term debt of R167 197 million increased by R37 628 million compared to 2019 due to the funding required for the completion of the LCCP and the weakening of the closing rand exchange rate to the US dollar (R17,33 at 30 June 2020 compared to R14,08 at 30 June 2019). Refer to "Item 18Financial StatementsNote 17 Long-term debt", for a breakdown of our banking facilities and the utilisation thereof.
There were no events of default for the years ended 30 June 2020 and 30 June 2019.
Included in the abovementioned borrowing facilities is our commercial paper programme of R8 billion. There is R5,8 billion available facilities under the commercial paper programme at 30 June 2020. Further, a revolving credit facility
79
(RCF) of US$25 million is available to the group for further funding requirements. Centralised treasury facilities of R181,5 billion (US$10,1 billion and R6,9 billion) were drawn at 30 June 2020.
In August 2019, Sasol issued its inaugural paper to the value of R2 176 million in the local debt market under the current Domestic Medium Term Note programme, at 130 basis points above 3 month Johannesburg Interbank Average Rate repayable in August 2022. The net proceeds from the notes issue were used for general corporate purposes and to refinance existing facilities.
We negotiated with our lenders to waive our loan covenants as at 30 June 2020 and to lift our covenants from 3,0 times to 4,0 times net debt to EBITDA ratio at 31 December 2020. The additional flexibility is consistent with Sasol's capital allocation framework and subject to conditions that are consistent with Sasol's capital allocation framework. These include prioritising debt reduction through commitments to suspend dividend payments and acquisitions, while Sasol's leverage is above 3,0 times net debt to EBITDA ratio. We will also reduce the size of our facilities as debt levels are reduced, whilst continuing to maintain a strong liquidity position. Therefore, US$1 billion of the US$3,9 billion RCF was classified as short-term portion of long-term debt in anticipation of proceeds from our asset divestment process.
Financial instruments and risk
Refer to "Item 11Quantitative and qualitative disclosures about market risk" for a breakdown of our liabilities summarised by fixed and floating interest rates.
Debt profile and covenants
The information set forth under "Item 18Financial StatementsNote 17 Long-term debt" is incorporated by reference.
Capital commitments
Refer "Item 18Financial StatementsNote 20 Property, plant and equipment".
The discussion below includes forward-looking statements. For a discussion of factors
that could cause actual results to differ from those expressed or implied in forward-looking statements, please refer to "Forward-Looking Statements" above. You should not place undue reliance on forward-looking statements.
We have implemented a comprehensive response plan focused on enhancing cash flow in a low oil price environment. We have committed plans in place to deliver against our US$1 billion target for 2021, including plans to optimise our capital expenditure, working capital and asset disposals. Our capital commitments have also reduced as we are near the completion of the LCCP, with the last remaining unit to come online being the LDPE unit, which was damaged during a fire in January 2020. We are undertaking a purposeful and systematic strategic reset (Future Sasol) to deliver a focused and sustainable business for the future. This will determine our capital investments going forward as we steadily advance our growth strategy, particularly in Southern Africa and North America. With a large portion of our funding for our capital intensive growth plan having come from the offshore debt markets, we are acutely aware that we need to manage our gearing within our long-term targeted range. The higher LCCP capital cash outflows and impairments recognised during the year has increased our financial leverage, with our intention to reduce our net debt to EBITDA ratio to below 3,0 times as agreed with our lenders.
However, we continue to have access to sufficient liquidity to meet our commitments and at the same time provide a buffer against adverse volatilities.
In Mozambique, since the approval of the 2015 base FDP in 2016, Sasol has been actively pursuing the approved development activities. Nine of the planned thirteen Temane and Inhassoro development wells were drilled between 2016 and 2018, and additional 2D and 3D seismic data were acquired over the Inhassoro and Pande areas in 2016. This was to further reduce the subsurface uncertainty. Additionally, outside of the 2015 FDP, two Pande appraisal wells were drilled in 2018 and the Notice of Commercial Discovery for the Pande reservoirs was issued to the Government of Mozambique for approval.
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The revised FDP, which includes Pande reservoirs, has been submitted to the Government of Mozambique for approval and is devised to ensure that the continued development of the project is founded on sound economic principles, provides an optimal economic return, maximises government's income from royalties, profit share and taxes, and reduces the risk of a sub-economic development. The main objectives of the revised PSA Development are to enable Central Térmica de Temane (CTT) gas supply, ensure economic production of the gas volumes in excess of those reserved for CTT by selling these to Sasol, optimise LPG production, optimise gas recovery by flexible development of gas reservoirs to ensure optimal field development and optimise liquids recovery.
For information on amounts capitalised in respect of these projects refer, "Item 18Financial StatementsNote 20 Property, plant and equipment" and "Note 21 Assets under construction".
For information on future amounts expected to be spent to complete the projects, refer "Item 18Financial StatementsNote 21 Assets under construction".
5.C Research and development, patents and licences
Refer to the "Item 4.BBusiness overviewFactors on which the business is dependentIntellectual Property" for further information research and development, patents and licences.
5.D Trend information
Refer to the "Integrated ReportChief Financial Officer's Performance OverviewKey drivers impacting our results" as contained in Exhibit 99.3.
5.E Off-balance sheet arrangements
We do not engage in off-balance sheet financing activities and do not have any off-balance sheet debt obligations, off-balance sheet structured entities or unconsolidated affiliates.
Guarantees
As at 30 June 2020, the group recognised amounts in respect of certain guarantees. Refer to "Item 18Financial Statements, "Note 17 Long-term debt" and "Note 21 Assets under construction" for further information on guarantees.
Product warranties
The group provides product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products sold will conform to specifications. The group accrues a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and expense related to product warranties are immaterial to the consolidated financial statements.
5.F Tabular disclosure of contractual obligations
Contractual obligations/commitments.
The following significant undiscounted contractual obligations existed at 30 June 2020.
Contractual
obligations |
Total
amount |
Within
1 year |
1 to 5
years |
More than
5 years |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Rand in millions)
|
||||||||||||
Bank overdraft |
645 | 645 | | | |||||||||
Capital commitments |
31 950 | 15 578 | 16 372 | | |||||||||
Environmental and other obligations(1) |
96 033 | 4 619 | 23 464 | 67 950 | |||||||||
External long-term debt(2) |
188 940 | 24 213 | 147 859 | 16 868 | |||||||||
External short-term debt |
21 888 | 21 888 | | | |||||||||
Lease liabilities(2) |
38 187 | 3 051 | 9 319 | 25 817 | |||||||||
Post-retirement healthcare obligations(3) |
3 377 | 240 | 864 | 2 273 | |||||||||
Post-retirement pension obligations(3) |
11 819 | 265 | 1 109 | 10 445 | |||||||||
Purchase commitments(4) |
86 999 | 21 735 | 26 010 | 39 254 | |||||||||
Share-based payments |
51 | 51 | | | |||||||||
| | | | | | | | | | | | | |
Total |
479 889 | 92 285 | 224 997 | 162 607 | |||||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
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to our US Operations (R6 585 million, US$380 million undiscounted), an oxygen supply agreement to our Secunda Synfuels Operations until 2037 (R36 998 million) and ORYX GTL for a contracted minimum off-take gas volume.
Refer to "Item 18Financial StatementsNote 20 Property, plant and equipment" for significant capital commitments and "Note 35 Long-term provisions".
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A Directors and senior management
The board of directors and senior management
Name
|
Year
Born |
Position |
Appointed to the Sasol
Limited Board |
||||
---|---|---|---|---|---|---|---|
C Beggs |
1948 | Independent non-executive Director | 8 July 2009 | ||||
M J Cuambe |
1962 | Independent non-executive Director | 1 June 2016 | ||||
M B N Dube |
1972 | Independent non-executive Director | 1 April 2018 | ||||
M Flöel |
1960 | Independent non-executive Director | 1 January 2018 | ||||
F R Grobler |
1961 | Executive Director (President and Chief Executive Officer) | 1 November 2019 | ||||
K C Harper |
1963 | Independent non-executive Director | 1 April 2020 | ||||
V D Kahla |
1970 | Executive Director | 1 November 2019 | ||||
G M B Kennealy |
1958 | Independent non-executive Director | 1 March 2017 | ||||
N N A Matyumza |
1963 | Independent non-executive Director | 8 September 2014 | ||||
Z M Mkhize |
1961 | Independent non-executive Director | 29 November 2011 | ||||
M E Nkeli |
1964 | Independent non-executive Director | 1 March 2017 | ||||
S A Nkosi |
1954 | Independent non-executive Director | 1 May 2019 | ||||
PJ Robertson |
1947 | Independent non-executive Director | 1 July 2012 | ||||
P Victor |
1972 | Executive Director (Chief Financial Officer) | 1 July 2016 | ||||
S Westwell |
1958 | Independent non-executive Director, Lead Independent Director | 1 June 2012 |
Director movements during the year are as follows.
Name
|
Movement | |
---|---|---|
S R Cornell | Resigned as executive director and Joint President and Chief Executive Officer, effective 31 October 2019 | |
M S V Gantsho | Resigned effective 27 November 2019 | |
F R Grobler | Appointed as executive director (President and Chief Executive Officer) effective 1 November 2019 | |
K C Harper | Appointed as non-executive director effective 1 April 2020 | |
V D Kahla | Appointed as executive director effective 1 November 2019 | |
M J N Njeke | Resigned effective 27 November 2019 | |
S A Nkosi | Appointed as Chairman 27 November 2019 (appointed to board as non-executive director and Chairman-designate 1 April 2019) | |
B Nqwababa | Resigned as executive director and Joint President and Chief Executive Officer, effective 31 October 2019 | |
S Westwell | Appointed as Lead Independent Director, effective 27 November 2019 |
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The following is biographical information on each of the persons listed above.
C Beggs | ||
Nationality: | South African | |
Qualifications: |
BCom (Hons)
CA(SA) |
|
Sasol Limited Board Committee Memberships: |
Audit Committee (Chairman)
Safety, Social and Ethics Committee |
Mr C Beggs was the Chief Executive Officer of PricewaterhouseCoopers until the end of June 2009. He is a former Chairman of the Board of the South African Institute of Chartered Accountants (SAICA). He served as Chairman of the Accounting Practices Committee, was a member of the Accounting Practices Board and is a Director of the Ethics Institute of South Africa. He is a non-executive Director and Risk and Finance Committee member of Absa Group Limited. He was formerly an independent director of Absa Bank Limited and SAB Zenzele Holdings Limited.
M J Cuambe | ||
Nationality: | Mozambican | |
Qualifications: |
BEng
Post-graduate Certificate in Management Studies |
|
Sasol Limited Board Committee Memberships: |
Capital Investment Committee
Safety, Social and Ethics Committee |
Mr M J Cuambe is the Managing Director of MC lnvestimentos and Consultoria. He served as the Executive Chairman and Chief Executive Officer of Electricadade de Moçambique (EDM) from November 2005 to March 2012. Manuel was the Chairman of Companhia Electrica do Zambeze, a wholly-owned subsidiary of EDM up to 30 May 2016. He was a Non-executive Director of Companhia de Transmissao de Mozambique, a joint venture between EDM, the Swaziland Electricity Company and Eskom, from 1998 to 2002 and served as the Chairman of the Executive
Committee of the Southern Africa Power Pool from November 2005 to April 2008.
M B N Dube | ||
Nationality: | South African | |
Qualifications: |
BA (Human Sciences)
BA (Hons) (Politics) MSc |
|
Sasol Limited Board Committee Memberships: |
Safety, Social and Ethics Committee (Chairman)
Capital Investment Committee |
With a professional career spanning the public and private sectors, Ms M B N Dube has served in, among others, roles of Director: Atmospheric Protection and Chemicals Management at the then Department of Environmental Affairs and Tourism, Chief Negotiator on behalf of the Government of the Republic of South Africa in climate change negotiations under the auspices of the United Nations Framework Convention on Climate Change, Sustainability Manager at BHP Billiton, Banker at Investec plc, London and Group Commercial Director at Bidvest Group. She is a Non-executive Director of Hushy Limited, and other non-public companies: PG Group, RTT and EnviroServ Holdings. She previously served as Non-executive Director of Vodacom South Africa, Bidvest Group Limited and Fluormin plc.
M Flöel | ||
Nationality: | German | |
Qualifications: |
MSc (Chemistry)
PhD (Chemistry) |
|
Sasol Limited Board Committee Memberships: |
Capital Investment Committee
Nomination and Governance Committee Remuneration Committee |
Dr M Flöel holds a MSc in Chemistry from the University of Frankfurt and a PhD in Chemistry from the Technische Universität München (University of Munich). With 30 years' experience in the chemicals industry in roles covering chemical and process research and development, technical innovations, technologies, operations and industrial supply chain, she is a seasoned industrial leader. She concluded her executive leadership career as Managing Director and Chief Executive Officer of OXEA Holdings. She serves on the Board of NESTE Corporation and is a member of its Audit Committee.
83
Additionally, she serves on the Board of Carl Bechem GmbH.
F R Grobler | ||
Nationality: | South African | |
Qualifications: | BEng (Mech) | |
Sasol Limited Board Committee Memberships: |
Capital Investment Committee
Safety, Social and Ethics Committee |
Mr F R Grober was appointed President and Chief Executive Officer of Sasol Limited on 1 November 2019. Prior to his appointment, he was Executive Vice President of Sasol's Chemicals Business, based in Germany. In April 2019, he took on the additional responsibility of progressing the development and execution of the LCCPincluding business-readiness preparation of the project. His association with Sasol began as an engineering student in the early 1980s when he received a Sasol bursary before joining the Group in 1984. Since then, he has worked at most of Sasol's operating facilities worldwide. In this time, he has been exposed to a broad range of business activities and has extensive experience in Sasol's international businesses. In March 2010 he was appointed Managing Director of Sasol Olefins and Surfactants (now part of the Chemicals Business), based in Hamburg, Germany. He has been a member of the Sasol Group Executive Committee since 1 December 2013.
K C Harper | ||
Nationality: | American | |
Qualifications: |
BSc (Industrial Management)
MBA |
|
Sasol Limited Board Committee Memberships: | Audit Committee |
Ms K C Harper is the Chief Financial Officer of BDP International, a leading privately-held global logistics and transportation solutions company. She also serves as a non-executive director for the American Lung Association. She was previously the Chief Financial Officer of AgroFresh, a produce freshness solutions company. She has also served as the Chief Financial Officer of Tronox and the Chief Financial and Business Development Officer of Rio Tinto Diamonds and Minerals Group. Kathy has served as a non-executive director for Richards Bay Minerals in South Africa, as well as
for Hydrogen Energy, a former Rio Tinto/BP joint venture in London.
V D Kahla | ||
Nationality: | South African | |
Qualifications: |
BA
LLB |
|
Sasol Limited Board Committee Memberships: |
Capital Investment Committee
Safety, Social and Ethics Committee |
Mr V D Kahla was appointed to the Sasol Group Executive Committee on 1 January 2011 and is Sasol's Executive Vice President: Advisory, Assurance and Supply Chain. He also served as the Company Secretary of Sasol Limited between 2011 and 2019, prior to his appointment to the Sasol Board in November 2019. From June 2004 to November 2010, he served on the Group Executive Committee of Transnet SOC Limited. Prior to that, he served on the Africa Executive Committee of Standard Bank, and prior to joining Standard Bank, he had served the Government of the Republic of South Africa over many years in the various roles including Assistant Legal Advisor to President Nelson Mandela; Director responsible for Corporate Strategy and Transformation at the Department of Justice; Special Advisor to the National Director of Public Prosecutions and Chief Legal Advisor to the Minister of Finance and the National Treasury. He is an alumnus of the University of Cambridge's Prince of Wales Programme on Sustainability Leadership, and the Chairman of the Council of Rhodes University, South Africa.
G M B Kennealy | ||
Nationality: | South African | |
Qualifications: |
BCom (Accountancy)
BCom (Accountancy) (Hons) CA(SA) |
|
Sasol Limited Board Committee Memberships: |
Audit Committee
Capital Investment Committee |
Ms G M B Kennealy served as the Chief Financial Officer of the South African Revenue Service from January 2009 until her retirement in December 2013. Before that she served as the Chief Operating Officer of Absa Corporate and Business Bank from 2006 to 2009. Her previous senior financial management positions were at Absa Bank, BHP Billiton South Africa, Samancor Chrome and Foodcorp. She also serves on the
84
Board of Standard Bank Group Limited and the Standard Bank of South Africa Limited.
N N A Matyumza | ||
Nationality: | South African | |
Qualifications: |
BCom
BCompt (Hons) CA(SA) LLB |
|
Sasol Limited Board Committee Memberships: |
Audit Committee
Remuneration Committee |
Ms N N A Matyumza is a non-executive Director of Hulamin Limited and a member of its Audit Committee. She is an Independent non-executive Director of Standard Bank Group Limited and The Standard Bank of South Africa Limited. She has held senior financial management and executive positions in various organisations, including South African Breweries, Transnet and Eskom. She is an ordained minister and director of the African Methodist Episcopal Church.
Z M Mkhize | ||
Nationality: | South African | |
Qualifications: |
BCom (Hons)
Higher Diploma (Electrical Engineering) |
|
Sasol Limited Board Committee Memberships: | Safety, Social and Ethics Committee |
Mr Z M Mkhize holds a BCom Honours degree from UNISA and a Higher Diploma in Electrical Engineering from Durban University of Technology. He was the Executive Director: Manufacturing, Rolled Products a subsidiary of Hulamin Limited and served as a director of Hulamin Limited.
M E K Nkeli | ||
Nationality: | South African | |
Qualifications: |
BSc (Environmental Science)
MBA |
|
Sasol Limited Board Committee Memberships: |
Remuneration Committee (Chairman)
Nomination and Governance Committee Safety, Social and Ethics Committee |
Ms M E K Nkeli served Vodacom Group Limited as the Chief Human Resource Officer responsible for Health, Safety, Environment and Facilities and was an Executive Director of Vodacom South Africa (Pty) Limited from 2011 to 2014, having previously served as the Group
Human Resources Director of Alexander Forbes from 2005 until 2010. She also served as a Non-executive Director on the Boards of Ellerine Holdings Limited, African Bank Investments Limited and Life Healthcare Group Limited. Ms Nkeli is a member of the Board of Impala Platinum Holdings Limited, and she previously chaired the Commission for Employment Equity.
S A Nkosi | ||
Nationality: | South African | |
Qualifications: |
BCom
BCom Economics (Hons) MBA |
|
Sasol Limited Board Committee Memberships: |
Nomination and Governance Committee (Chairman)
Remuneration Committee |
Mr SA Nkosi holds a BCom degree from the University of Zululand, a BCom (Econ) (Hons) degree from the University of South Africa (UNISA) and an MBA from the University of Massachusetts. With over 37 years' experience in the South African resources industry, with his last role prior to retirement as the Chief Executive Officer of Exxaro Resources from 2006 - 2016. He has extensive experience in the operational, financial, logistics and marketing areas of the resources sector, and more specifically in the energy and coal sectors, both locally and internationally.
P J Robertson | ||
Nationality: | American and British | |
Qualifications: |
BSc (Mech Eng)
MBA |
|
Sasol Limited Board Committee Memberships: |
Capital Investment Committee
Nomination and Governance Committee Remuneration Committee |
Mr P J Robertson held various positions ranging from management to executive leadership for Chevron Corporation in the United Kingdom and the United States between 1973 and 2009. These executive positions included Vice President: Finance, Chevron USA, President: Chevron Exploration and Production Company, and President: Chevron Overseas Petroleum. He served as Executive Vice President and Vice Chairman of the Chevron Corporation Board of Directors from 2002 to 2009. He has served as the Chairman of the US Energy Association, Chairman of the World Affairs Council of
85
Northern California, Chairman of the US Saudi Arabian Business Council and as a Non-executive Director of Sasol Chevron Holdings Limited. He is also a director of Jacobs Engineering Group.
P Victor | ||
Nationality: | South African | |
Qualifications: |
BCompt (Hons)
CA (SA) International Tax Law (Hons) |
|
Sasol Limited Board Committee Memberships: | Capital Investment Committee |
Mr P Victor became Sasol's Chief Financial Officer (CFO) in July 2016. He was previously Senior Vice President: Financial Control Services at Sasol and served as acting CFO from 10 September 2013 to 28 February 2015. He also provided thought leadership and pro-actively supported the Group Executive Committee in implementing a cash conservation response plan in reaction to the significant drop in the crude oil price. He gained invaluable experience during his 10 years as Chief Financial Officer of Sasol Synfuelsa position he held until 2011, when he
was appointed to head up the Group's financial governance and reporting.
S Westwell | ||
Nationality: | British | |
Qualifications: |
BSc (Mech Eng)
MSc (Management) MBA |
|
Sasol Limited Board Committee Memberships: |
Capital Investment Committee (Chairman)
Audit Committee Nomination and Governance Committee Safety, Social and Ethics Committee |
Mr S Westwell is a Director and Chairman of the Audit Committee of Control Risk Limited. He is also an independent director of Brookfield Renewable Partners L.P and Brookfield Renewable Corporation. He was the Chief Executive Officer of European Forecourt Retailers from 2015 to 2016 and of Silver Ridge Power Inc from 2013 to 2014. He held various management and executive positions for BP in South Africa, the United States, and the United Kingdom between 1988 and 2011. These executive positions included head of BP's retail business in South Africa, Director of BP Southern Africa, Chief Executive Officer for BP Solar, and Chief Executive Officer for BP Alternative Energy. He served as Group Chief of Staff and member of BP Plc's executive management team in the United Kingdom from 2008 to 2011. He has also worked for Eskom Holdings Limited in several operational capacities.
Senior managementexperience
In addition to the three executive directors listed above, we have identified our senior management as the members of our group executive committee (GEC).
Name
|
Year
Born |
Position | Nationality |
Year
Appointed |
||||
---|---|---|---|---|---|---|---|---|
H C Brand | 1964 | Executive Vice President: Technology and Sustainability | South African | 2019 | ||||
B V Griffith | 1967 | Executive Vice President: Chemicals | American | 2019 | ||||
J R Harris | 1966 | Executive Vice President: Upstream | British | 2017 | ||||
B E Klingenberg | 1962 | Executive Vice President: Operations | South African | 2009 | ||||
C K Mokoena | 1965 | Executive Vice President: Human Resources and Corporate Affairs | South African | 2017 | ||||
M Radebe | 1960 | Executive Vice President: Energy Business | South African | 2010 |
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H C Brand
MEng (Mech), MBA
Mr H C Brand joined the Group in 1989 and during his career has held various leadership positions at most of Sasol's South African operating facilities. He has been exposed to a broad range of business activities, including roles in project and plant operations, shared and site services, as Managing Director of Sasol Nitro, programme managing the 2013-15 group-wide transformation and low oil price responses, and for group strategy. Mr Brand currently also has executive responsibility for programme managing the 2020 Crisis Response and Future Sasol programmes.
B V Griffith
BSChE, MBA
Mr B V Griffith is based in Houston, Texas, United States. He is Sasol's senior leader in North America and is responsible for Sasol's Chemicals Business globally. Prior to this appointment he was Senior Vice President for Sasol's Performance Chemicals business from 2017 to 2019 and Base Chemicals business from 2014 to 2017. His Sasol career began in 1992 as an Engineer and during his 27-year career with the Group he has held various positions and leadership roles in the United States, Europe and South Africa.
J R Harris
MEng (Fuels and Energy Engineering)
Prior to his current role Mr Harris was most recently involved in a private business venture. Prior to this, he was with BG Group, a British multinational oil and gas company for 25 years, up to 2016. His last position at BG Group was that of Executive Vice President: BG Technical.
B E Klingenberg
MSc Eng (Mech)
Since joining the Sasol Group in 1986, he has held various positions in maintenance, technical and general management fields in some of the South African Energy and the global chemical
businesses of the Group. Mr Klingenberg was the Managing Director of Sasol Polymers from April 2007 to March 2009 responsible for Group human resources for two years from 2009 and before that the Managing Director of Sasol Nitro.
C K Mokoena
BA (Human Resources Development and Social Sciences)
Prior to her current role, Ms Mokoena was Human Resources Executive at Tongaat Hulett Limited. She held this position from July 2013. Before this, Ms Mokoena spent 11 years at Telkom South Africa Limited, during which time she held several senior positions spanning the human resources, business consulting and customer services discipline including Chief of HR and Group Executive: Customer experience management.
M Radebe
BSc (Applied mathematics and physics), MBA
Mr Radebe joined Sasol Oil in January 2004, when Sasol Oil purchased Exel Petroleum, where he was Managing Director. He served as Managing Director of Sasol Oil from December 2006 until October 2010. He was Chairman of the South African Petroleum Industry Association from 2015 to 2016. Prior to his current role, Mr Radebe was Sasol's Group Executive responsible for Global Corporate Affairs, Government Relations and Enterprise Development. He will retire on 30 September 2020.
Family relationship
There are no family relationships between any of our non-executive directors, executive directors or members of our GEC.
Other arrangements
None of our non-executive directors, executive directors or GEC members or other key management personnel is elected or appointed under any arrangement or understanding with any major shareholder, customer, supplier or otherwise.
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6.B Compensation
Refer to our Remuneration Report filed as Exhibit 99.2 for details of our directors and senior management compensation.
Long-term incentive schemes applicable to executive directors and senior management
For details regarding our long-term incentive schemes applicable to executive directors and senior management named in Item 6.ADirectors and senior management and refer to our Remuneration Report filed as Exhibit 99.2.
6.C Board practices
Refer to "Item 6.ADirectors and senior management" for our board of directors and information with respect to their terms of office. Refer to our Remuneration Report filed as Exhibit 99.2 for details of our directors' and senior management service contracts and benefits upon termination of employment.
Refer to "Integrated ReportGovernance overview" as contained in Exhibit 99.8 for details relating to our audit and remuneration committees, as well as the names of committee members; and refer to the "Terms of ReferenceAudit Committee and Remuneration Committee" as contained in Exhibit 99.9.2 for summaries of the terms of reference under which these committees operate.
6.D Employees
The information set forth under "Item 18Financial StatementsNote 5 Employee-related expenditure" is incorporated by reference.
Remuneration of directors and key personnel is contained in the Remuneration Report, contained in Exhibit 99.2.
For information regarding the employees per segment, refer to "Item 18Financial StatementsNote 5 Employee-related
expenditure". Our workforce geographic location composition at 30 June is presented below.
Region
|
2020 | 2019 | 2018 | |||||||
---|---|---|---|---|---|---|---|---|---|---|
|
Number of employees
|
|||||||||
South Africa |
25 604 | 26 003 | 26 145 | |||||||
Europe |
2 927 | 2 865 | 2 773 | |||||||
North America |
1 781 | 1 791 | 1 611 | |||||||
Other |
689 | 770 | 741 | |||||||
| | | | | | | | | | |
Total |
31 001 | 31 429 | 31 270 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
6.E. Share ownership
Refer to our Remuneration Report filed as Exhibit 99.2 for details of share ownership applicable to executive directors and senior management.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A Major shareholders
Refer to "Item 18Financial StatementsNote 16 Share Capital" for the authorised and issued share capital of Sasol Limited.
To the best of our knowledge, Sasol Limited is not directly or indirectly owned or controlled by another corporation or the government of South Africa, or any other government. We believe that no single person or entity holds a controlling interest in our securities.
In accordance with the requirements of the Companies Act of South Africa 71 of 2008 (Companies Act), the following beneficial shareholdings equal to or exceeding 5% of the total issued securities during the last three years were disclosed or established from inquiries as of 30 June 2020.
|
2020 | 2019 | 2018 | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Number of
shares |
% of
shares |
Number of
shares |
% of
shares |
Number of
shares |
% of
shares |
|||||||||||||
GEPF(1) |
94 191 069 | 14.9 | 86 926 548 | 13.78 | 84 392 139 | 13.5 | |||||||||||||
IDC(2) |
53 266 887 | 8.42 | 53 266 887 | 8.44 | 53 266 887 | 8.5 | |||||||||||||
AGPL(3) |
* | | * | | * | |
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The voting rights of major shareholders do not differ from the voting rights of other shareholders.
As of 31 July 2020, 50 384 297 million Sasol ordinary shares, or approximately 8,03% of our total issued securities, were held in the form of American Depositary Receipts (ADRs). As of 31 July 2020, 219 record holders in the US held approximately 21,15% of our total issued securities in the form of either Sasol ordinary shares or ADRs.
7.B Related party transactions
There have been no material transactions during the most recent three years, other than as described below, nor are there proposed to be any material transactions at present to which we or any of our subsidiaries are or were a party and in which any senior executive or director, or 10% shareholder, or any relative or spouse thereof or any relative of such spouse, who shared a home with this person, or who is a director or executive officer of any parent or subsidiary of ours, had or is to have a direct or indirect material interest. Furthermore, during our three most recent years, there has been no, and at 30 June 2020 there was no, outstanding indebtedness to us or any of our subsidiaries owed by any of our executive or independent directors or any associate thereof.
During the year, Sasol group companies, in the ordinary course of business, entered into various purchase and sale transactions with associates, joint ventures and certain other related parties. The effect of these transactions is included in the financial performance and results of the Sasol group. Terms and conditions are determined on an arm's length basis.
Amounts due to and from related parties are disclosed in the respective notes to the financial statements for the respective statement of financial position line items. Refer to "Item 18Financial StatementsNote 41 Related party transactions" for further details.
7.C Interests of experts and counsel
Not applicable.
8.A Consolidated statements and other financial information
Refer "Item 18Financial Statements" for our financial statements, related notes and other financial information .
Dividend policy
Core headline earnings per share ("CHEPS") serves as a reference for deciding on the dividend amount. The company's dividend policy also takes into consideration various factors, including overall market and economic conditions, the group's financial position, capital investment plans as well as earnings growth.
As of February 2018, to provide more stability in the dividend payment, the company approved a change in dividend policy to pay dividends with a dividend cover range based on CHEPS. CHEPS reflects the sustainable business operations and is used by the board to measure the business and financial performance. When we make a decision on dividends, we take a number of factors into account. These include the impact of the current volatile macroeconomic environment, capital investment plans, the current strength of the company's balance sheet, and the dividend cover range.
In addition, in accordance with the covenant amendment agreement with lenders, Sasol will not be in a position to declare a dividend for as long as net debt to EBITDA is above 3,0 times. We expect the balance sheet to regain flexibility following the implementation of our comprehensive response plan.
Refer to "Item 10.BMemorandum and articles of associationRights and privileges of holders of our securities".
Legal proceedings
For information regarding our legal proceedings refer to "Item 4.BBusiness overviewLegal proceedings and other contingencies".
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8.B Significant changes
Refer to "Item 18Financial StatementsNote 42 Subsequent events".
9.A Offer and listing details
The principal trading market for our shares is the JSE. Our American Depositary Shares (ADS) have been listed on the New York Stock Exchange since 9 April 2003, each representing one common ordinary share of no par value, under the symbol "SSL". J.P. Morgan Chase Bank N.A. (J.P. Morgan) is acting as the Depositary for our ADSs and issues our ADRs in respect of our ADSs.
9.B Plan of distribution
Not applicable.
9.C Markets
Refer to "Item 9.AOffer and listing details" above for further information.
9.D Selling shareholders
Not applicable.
9.E Dilution
Not applicable.
9.F Expenses of the issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A Share capital
Not applicable.
10.B Memorandum and articles of association
1. Registration number, and object and purpose of the Company
The company is registered in South Africa at the Companies and Intellectual Property Commission under registration number 1979/003231/06.
Refer to "Item 10.B" of our registration statement pursuant to section 12(b) or 12(g) of the Securities Exchange Act of 1934, filed with the Securities and Exchange Commission on
6 March 2003 (the Registration Statement) for the object and purpose of the company. The objects and purpose are not specifically contained in the company's constitution, its MOI. Instead the company has been given the powers and capacity of an individual, that is to say its powers and capacity, subject to the South African Companies Act, No. 71 of 2008 (the Companies Act), are unlimited (clause 4.1) and may do anything which the Companies Act and the JSE Listings Requirements empower it to do if so authorised by its MOI (clause 4.3).
The company's MOI was amended on 27 November 2019 by way of shareholders' special resolution at the company's annual general meeting. However, none of the amendments effected relate to the matters disclosed in the sections of Item 10.B below, or otherwise in connection with this annual report on Form 20-F. See Exhibit 1.1 for the company's latest MOI.
2. Summary of the MOI with respect to directors
Director's power to vote in respect of matters in which a director has a material interest. In terms of our MOI and the Companies Act, a director who has a personal financial interest in respect of a matter to be considered at a board meeting, or knows that a related person has a personal financial interest in the matter, may not vote on the matter and must, after giving his/her full views on the matter, recuse himself/herself from the meeting. In terms of our board charter directors are appointed on the express agreement that they may be removed by the board if and when they develop an actual or prospective material, enduring conflict of interest with the company or another group company.
Directors' power to vote on remuneration for themselves. A distinction is drawn between remuneration of directors as employees (applicable to executive directors) of the company and remuneration of directors for their services as directors. With regard to remuneration of directors for their services as directors, in accordance with the Companies Act our MOI requires shareholder approval by way of a special resolution (ie requiring a 75% majority of those present and voting) obtained in the previous two years for the payment of remuneration to directors for their service as directors.
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The remuneration of executive directors is determined by a disinterested quorum of directors on recommendation of the remuneration committee determined in accordance with the group's remuneration policy put to shareholders for a non-binding advisory vote at the annual general meeting as required by the King IV Report on Corporate Governance for South Africa 2016 (King IV). King IV further requires that the remuneration implementation report also be put to shareholders for a non-binding advisory vote. No powers are conferred by our MOI, or by any other means, on the directors who are employees of the company, to vote on their own remuneration in the absence of a disinterested quorum of directors.
Borrowing powers exercisable by directors. Clause 26.2 of our MOI provides that the directors may borrow money and secure the payment or repayment thereof upon terms and conditions which they may deem fit in all respects and, in particular, through the issue of debentures which bind as security all or any part of the property of the company, both current and future. The borrowing powers may be varied by our shareholders passing a special resolution amending the MOI to that effect.
Age limit requirement. There is no mandatory retirement age for directors in South African law. Although there is no mandatory retirement age in our MOI, no director (executive or non-executive) may have a term of office exceeding 12 years.
General qualification requirements for directors to hold shares in the company. There are no general qualification requirements either in South African law or in the MOI for directors to hold shares in the company.
Directors' personal financial interest.
Clause 28.2.2 of our MOI provides that directors who do not predominantly make up the class of participants as not having a personal financial interest and accordingly, they can participate in and vote at the board meeting at which these decisions are considered. This is a stricter standard than the Companies Act which permits directors to participate and vote as long as they and their related parties are not the only members of the class.
3. Rights and privileges of holders of our securities
General
We have Ordinary Shares and Sasol BEE Ordinary Shares in issue which rank pari passu in all respects as to voting and financial interests. The only difference between them in principle is that anyone may own ordinary shares but Sasol BEE ordinary shares may only be owned by persons who meet certain broad-based black economic empowerment credentials. In order to meet such credentials such person must, inter alia, be a South African citizen.
For more details regarding shareholders voting rights, see information provided in our Registration Statement.
Dividend rights, including any time limit after which dividend entitlement lapses and an indication of the party in whose favour this entitlementoperates. In terms of our MOI, the company may make any type of distributions, including in specie distributions and distributions of capital. Only once a dividend is declared by the board, does a shareholder have a right to receive a dividend which may be enforced against the company.
For more information regarding the payment of dividends on ordinary shares and to holders of ADRs, refer to our Registration Statement.
In terms of the Companies Act, no dividend may be paid unless it reasonably appears that the company will satisfy the solvency and liquidity test as defined in the Companies Act immediately after completing the proposed distribution; and the board, by resolution, has acknowledged that it has applied the solvency and liquidity test and has reasonably concluded that the company's assets equal or exceed the liabilities of the company and that the company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months following the payment of the dividend. If the board resolves that the solvency and liquidity test has been passed, the board may declare a dividend but it must be paid within 120 business days, failing which it is necessary again for the board to consider the solvency and liquidity test.
A dividend entitlement lapses if it is unclaimed by any shareholder for a period of not less than 12 years and the board of directors resolves that it be forfeited. If a dividend is forfeited, it belongs to the company.
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For further information on our dividend policy, see "Item 8.AConsolidated statements and other financial information" and our Registration Statement.
Voting rights including whether directors stand for re election at staggered intervals and the impact of that arrangement where cumulative voting is permitted or required. Each Sasol BEE ordinary share ranks pari passu with each ordinary share in relation to the right to vote at shareholders' meetings of the company.
Our non-executive directors, and alternate directors (if the board has resolved to permit election of alternate directors at an annual general meeting, failing which as alternate directors are required to be elected by the MOI, there will be no alternate directors elected), are elected by our shareholders at the annual general meeting. Broadly speaking 1/3rd of the non-executive directors retire each year in rotation but are eligible for re election unless they have been in office for 12 years, but in addition all non-executive directors in office for 5 years since last election prior to November 2016 or in office for 9 years since first election must retire. As between directors of equal seniority, the directors to retire, in the absence of agreement, will be selected from among them in alphabetical order. The election is carried out in a series of votes on the candidacy of a single individual to fill a single vacancy. For more details regarding the rotation of directors, see information provided in our Registration Statement.
The directors determine the appropriate number (determined by the directors within the minimum and maximum limits stipulated in the MOI (being 10 and 16 directors respectively)) and the suitable persons (with the assistance of the Nomination and Governance Committee) to recommend to the shareholders for election / re election as directors from time to time. In addition, any shareholder may nominate a person for consideration for election as a director.
Shareholder right to share in the company profits. There is no absolute right for shareholders to share in profits. They are dependent upon the directors declaring dividends or other distributions, (subject to the solvency and liquidity requirements being met). However, if the directors do declare dividends or other distributions, it is only the shareholders who participate.
Rights to surplus in the event of liquidation. The Ordinary Shares and the Sasol BEE Ordinary Shares each rank pari passu if there is a surplus on winding up.
Redemption provision. There are no redemption provisions relating to the ordinary shares and the Sasol BEE ordinary shares.
Sinking funds. There are no sinking funds.
Liability for further capital calls by the company. The Companies Act allows for partly paid shares to be issued under certain circumstances. The company is prohibited by our MOI from making use of these provisions.
There are no other types of capital calls which the company could make against its shareholders. In particular, the MOI expressly provides that no obligation be imposed, in respect of a distribution of capital, that the company is entitled to be subscribed again. This is not required under the Companies Act nor the JSE listings requirements.
Discriminatory provisions against substantial shareholders. There are no discriminatory provisions in our MOI against any holder of shares as a result of such holder owning a substantial number of shares in the company.
4. Changing rights of holders of shares
In terms of our MOI, the rights attached to any shares or the conversion of any of our shares (whether issued or not) into shares of another class, may only be effected by a change to the MOI by special resolution.
If the rights, privileges or conditions of any class of shareholders will be adversely affected, then provision is made in the MOI for a separate class meeting of the holders of such class of shares. There is no such requirement in the Companies Act.
In addition, shareholders have appraisal rights under the Companies Act if we amend our MOI by altering the preferences, rights, limitations or other terms of any class of our shares in a manner that is materially adverse to the rights or interests of holders of that class of shares. If the requirements contemplated under the Companies Act for establishing an appraisal right are complied with, the shareholder concerned effectively has the right to be bought out by the company at fair value.
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5. General meeting of shareholders including conditions of admission
The annual general meeting is convened and held in the same manner as any other general meeting. All meetings are general meetings, save for the annual general meeting.
In terms of the Companies Act, the board or any other person specified in the company's MOI, including a shareholder/s holding not less than 10% (ten per cent) of the voting rights attached to the shares, may call a shareholders' meeting at any time. A written and signed demand to convene a shareholders meeting must describe the specific purpose for which the meeting is proposed. The MOI only permits the board or the company secretary (in lieu of the board) and a shareholders/s holding not less than 10% of the voting rights attached to the shares, to convene a shareholders' meeting.
If the company is unable to convene a meeting because it has no directors, then in terms of our MOI, any single shareholder entitled to vote may convene a meeting.
If the company fails to convene a meeting in accordance with its MOI, or as required by the shareholders holding in the aggregate at least 10% of the voting rights as set out above, or within the time periods as required, any shareholder may apply to court for an order to convene a shareholders' meeting on a date and subject to such terms as a court considers appropriate.
In terms of our MOI we are required to deliver written notice of shareholders' meetings to each shareholder and each beneficial holder (being a person whose name is not on the share register but who has the ultimate right to receive distributions or direct how the shares in question are voted or direct when the shares in question are to be disposed of) at least 15 business days before a meeting. The Companies Act also stipulates that delivery of a notice will be deemed to have taken place on the seventh calendar day following the day on which the notice was posted by way of registered post.
Before a person will be allowed to attend or participate at shareholder meetings in person or by proxy, that person must present reasonably satisfactory identification and the person presiding at
the meeting must reasonably satisfy himself/herself that the right of the person to attend as shareholder or proxy has been verified. Meetings of shareholders may be attended by any person who holds shares in the company and whose name has been entered into our securities register and any person who is entitled to exercise any voting rights in relation to the company. Any person entitled to attend and to vote at any meeting may appoint a proxy/ies in writing to attend and to vote at such meeting on his/her/its behalf. In respect of shares which are not subject to the rules of a central securities depository, and in respect of which a person holds a beneficial interest which includes the right to vote on a matter, that beneficial holder may attend and vote on a matter at a meeting of shareholders, but only if that person's name has been entered in our register of disclosures as the holder of that beneficial interest. Shareholders who have dematerialised their shares other than on an own name basis, are required to contact their Central Securities Depository Participant, as the case may be, for assistance to attend and vote at meetings.
In terms of our MOI, the quorum necessary for the commencement of a shareholders meeting shall be sufficient persons present at the meeting to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the shareholders meeting but the shareholders' meeting may not begin unless at least three persons entitled to vote are present. In terms of our MOI, if the required quorum of shareholders is not present within 30 minutes from the time appointed for the meeting to begin, the meeting will be postponed to the next business day and if at such adjourned shareholders' meeting a quorum is not present within 15 minutes from the time appointed for the shareholders' meeting, then the persons entitled to vote present shall be deemed to be the requisite quorum. In terms of the Companies Act, no further notice is required of a postponed or adjourned meeting unless the location is different from that of the postponed or adjourned meeting, or is different from a location announced at the time of an adjourned meeting.
See our Registration Statement for more information with respect to the holding of an annual general meeting and the proceedings at the annual general meeting.
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6. Limitations on the rights to own shares
Non-South African shareholders are treated no differently from South African shareholders as to the ownership of shares under the company's MOI. However, Sasol BEE ordinary shares may only be owned by persons who must, inter alia, be South African citizens.
See our Registration Statement for more information with respect to the rights of non-South African shareholders.
7. Provisions of the company's MOI that would have the effect of delaying, deferring or preventing a change of control or merger or corporate restructuring
The Companies Act and the regulations to the Companies Act deal extensively with the requirements that must be met by a company with respect to a merger, an acquisition or a corporate restructure.
There are no provisions in our MOI which could have the effect of delaying, deferring or preventing a change of control of the company and that would operate only with respect to a merger, acquisition or corporate restricting involving the company or any of its subsidiaries, save perhaps that the requirement that the ownership of Sasol BEE Ordinary Shares are restricted to certain persons.
8. Disclosure of ownership threshold
Pursuant to section 122(1)(a) and (b) of the Companies Act, a person must notify the company within three business days after acquiring or disposing of a beneficial interest in sufficient securities of a class issued by that company such that, as a result of the acquisition or disposal, the person holds or no longer holds as the case may be, a beneficial interest in securities amounting to any multiple of 5% of the issued securities of that class.
The JSE Listings Requirements require a listed company to disclose in its annual financial statements the interest of any shareholder, other than a director, who, insofar as it is known to the company, is directly or indirectly beneficially interested in 5% or more of any class of the company's capital.
9. Effect of the South African law
With respect to items 2 through 8 above, the effect of the South African law applicable to our company has been explained in those paragraphs.
10. Stricter conditions imposed by the MOI than the South African law governing changes in the capital of the Company
The requirements of our MOI are stricter than the South African law in that
10.C Material contracts
We do not have any material contracts, other than contracts entered into in the ordinary course of business.
10.D Exchange controls
South African exchange control regulations are administered by the Financial Surveillance Department (FSD) of the South African Reserve Bank and are applied throughout the Common Monetary Area (CMA) (South Africa, the Kingdoms of Lesotho and Swatini and the Republic of Namibia) and regulate transactions involving South African residents, as defined in the Exchange Control Rulings, including natural persons and legal entities.
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Day-to-day interaction with the FSD on exchange control matters is facilitated through Authorised Dealers who are persons authorised by National Treasury to deal in foreign exchange, in so far as transactions in respect of foreign exchange are concerned.
The South African government has from time to time stated its intention to relax South Africa's exchange control regulations when economic conditions permit such action. In recent years, the government has incrementally relaxed aspects of exchange control.
The following is a general outline of South African exchange controls. The comments below relate to exchange controls in force at the date of this annual report. These controls are subject to change at any time without notice. Investors should consult a professional advisor as to the exchange control implications of their particular investments.
Foreign financing and investments
Foreign debt. We, and our South African subsidiaries, require approval by the FSD to obtain foreign loans.
Funds raised outside the CMA by our non-resident subsidiaries, i.e. a non-resident for exchange control purposes, are not restricted under South African exchange control regulations and may be used for any purpose including foreign investment, as long as such use is without recourse to South Africa. We, and our South African subsidiaries, would, however, require approval by the FSD in order to provide guarantees for the obligations of any of our subsidiaries with regard to funds obtained from non-residents of the CMA.
Debt raised outside the CMA by our non-resident subsidiaries must be repaid or serviced by those foreign subsidiaries. Without approval by the FSD, we can neither use cash we earn in South Africa to repay or service such foreign debts nor can we provide security on behalf of our non-resident subsidiaries.
We may retain dividends declared by our foreign subsidiaries offshore which we may use for any purpose, without any recourse to South
Africa. These funds may, subject to certain conditions, also be invested back into the CMA in the form of equity investments or loans.
Raising capital overseas. A listing by a South African company on any stock exchange requires prior approval by the FSD.
Under South African exchange control regulations, we must obtain approval from the FSD regarding any capital raising activity involving a currency other than the rand. In granting its approval, the FSD may impose conditions on our use of the proceeds of the capital raising activity outside South Africa, including limits on our ability to retain the proceeds of this capital raising activity outside South Africa or a requirement that we seek further approval by the FSD prior to applying any of these funds to any specific use. Any limitations imposed by the FSD on our use of the proceeds of a capital raising activity could adversely affect our flexibility in financing our investments.
Foreign investments. Under current exchange control regulations, we, and our South African subsidiaries, require approval, either by Authorised Dealers of the FSD to invest offshore.
Although there is no limitation placed on us with regard to the amount of funds that we can transfer from South Africa for an approved foreign investment, the FSD may, however, request us to stagger the capital outflows relating to large foreign investments in order to limit the impact of such outflows on the South African economy and the foreign exchange market.
The FSD also requires us to provide it with an annual report, which will include the results, of all our foreign subsidiaries.
Investment in South African companies
Inward investment. As a general rule, a foreign investor may invest freely in shares in a South African company. Foreign investors may also sell shares in a South African company and transfer the proceeds out of South Africa without restriction. Acquisitions of shares or assets of South African companies by non-South African purchasers are not generally subject to review by the FSD when the consideration is in cash, but
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may require review by the FSD in certain circumstances, including when the consideration is equity in a non-South African company or when the acquisition is financed by a loan from a South African lender.
Dividends. There are no exchange control restrictions on the remittance of dividends declared out of trading profits to non-residents of the CMA. However, residents of the CMA may under no circumstances have dividends paid outside the CMA without specific approval from the FSD.
Transfer of shares and American Depositary Shares (ADSs). Effective 6 May 2019, J.P Morgan Chase Bank N.A became the depositary for Sasol's ADSs. Prior to that it was Bank of New York Mellon (up to 5 May 2019). Sasol's ADSs, each representing one Sasol ordinary share, are traded on the New York Stock Exchange under the symbol "SSL". Under South African exchange control regulations, our shares and ADSs are freely transferable outside South Africa among persons who are not residents of the CMA. Additionally, where shares are sold on the JSE on behalf of our shareholders who are not residents of the CMA, the proceeds of such sales will be freely exchangeable into foreign currency and remittable to them. The FSD may also require a review to establish that the shares have been sold at market value and at arm's length. While share certificates held by non-resident shareholders will be endorsed with the words "non-resident", such endorsement will, however, not be applicable to ADSs held by non-resident shareholders.
10.E Taxation
South African taxation
Corporate Income Tax
The following discussion summarises the South African (SA) tax consequences of the ownership and disposition of shares or ADSs by a US holder (as defined below). This summary is based upon current SA tax law and the convention that has been concluded between the governments of the US and the SA for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income
and capital gains, signed on 17 February 1997 (the Treaty). In addition, this summary is based in part upon representations of the Depositary (J.P. Morgan, as Depositary for our ADSs), and assumes that each obligation provided for in, or otherwise contemplated by the Deposit Agreement and any related agreement, will be performed in accordance with its respective terms.
The summary of the SA tax considerations does not address the tax consequences to a US holder that is resident in SA for SA tax purposes or whose holding of shares or ADSs is effectively connected with a permanent establishment in SA through which such US holder carries on business activities. It equally does not address the scenario where the US holder is not the beneficial recipient of the dividends or returns or, where the source of the transaction is deemed to be in SA, the recipient is not entitled to the full benefits under the Treaty or, in the case of an individual who performs independent person services, who has a fixed base situated in SA.
The statements of law set forth below are subject to any changes (which may be applied retroactively) in SA law or in the interpretation thereof by the SA tax authorities, or in the Treaty, occurring after the date hereof. Holders are strongly urged to consult their own tax advisors as to the consequences under SA, US federal, state and local, and other applicable laws, of the ownership and disposition of shares or ADSs.
Carbon tax
A carbon tax was introduced in South Africa with effect from 1 June 2019. The motivation for the design and implementation of the carbon tax is to ensure that emitters of GHGs change their behaviour and start the process of reducing emissions to enable the transition to a lower-carbon economy. This objective is fully supported by Sasol and can be achieved through the alignment of the carbon tax and carbon budgets supported by a well-considered integrated mitigation policy which:
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The tax is currently levied at a marginal rate of R127 per ton CO2e of GHGs (process emissions, combustion emissions and fugitive emissions) emitted by a company. This rate is reduced by way of a number of allowances resulting in a lower effective tax. However, there are increased administration and compliance costs for the carbon taxpayer over and above the carbon tax liability.
SARS has extended the section 12L energy efficiency allowances that taxpayers can qualify for until 31 December 2022 to incentivise taxpayers to transition into a low-carbon economy. Being a responsible corporate citizen, Sasol has embarked on various initiatives to reduce our carbon footprint over a number of years. This has culminated in the claiming of section 12L benefits totalling in excess of R15 billion since the introduction of the section 12L energy efficiency allowances. In addition, we continue to investigate and invest in initiatives that result in such energy efficiency savings while shifting towards a relatively low-carbon footprint, thereby effectively managing our carbon tax liability for the group.
Taxation of dividends
A dividends tax was introduced in South Africa with effect from 1 April 2012. In terms of these provisions, a dividends tax at the rate of 20% currently is levied on any dividend paid by a company to a shareholder. The liability to pay such dividends tax is on the shareholder, even though the company generally acts as a withholding agent. In the case of listed shares, the regulated intermediary (being the Central Securities Depository Participant referred to below) is liable to withhold the dividends tax.
In the absence of any renegotiation of the Treaty, the tax on the dividends paid to a US holder with respect to shares or ADSs, is limited to 5% of the gross amount of the dividends where a US corporate holder holds directly at least 10% of the voting stock of Sasol. The maximum dividends tax rate is equal to 15% of the gross amount of the dividends in all other cases. The
applicable administrative forms need to be completed by the US holder and received by the regulated intermediary by the date of payment of the dividend.
The definition of a dividend currently means any amount, other than a dividend consisting of a distribution of an asset in specie declared and paid as contemplated in section 31(3), transferred or applied by a company that is a resident (including Sasol) for the benefit or on behalf of any person in respect of any share in that company, whether that amount is transferred or applied by way of a distribution made by the company, or as consideration for the acquisition of any share in that company. It specifically excludes any amount transferred or applied by the company that results in a reduction of so-called contributed tax capital (CTC) or constitutes shares in the company or constitutes an acquisition by the company of its own securities by way of a general repurchase of securities in terms of the JSE Listings Requirements. A distinction is thus made between a general repurchase of securities and a specific repurchase of securities. If the company embarks upon a general repurchase of securities, the proceeds are not deemed to be a dividend whereas, in the case of a specific repurchase of securities where the purchase price is not funded out of CTC, the proceeds are likely to constitute a dividend.
The concept of CTC effectively means the sum of the stated capital or share capital and share premium of a company that existed on 1 January 2011, excluding any transfers from reserves to the share premium account or stated capital account, plus proceeds from any new issue of shares by a company. Any application of CTC is limited to the holders of a class of shares and specifically that a distribution of CTC attributable to a specific class of shares must be made proportionately to the number of shares held by a shareholder in a specific class of shares. In other words, CTC can only be used proportionately by a company and cannot be applied by a company for the benefit of only one specific shareholder. The CTC of the company cannot therefore also be used in respect of different classes of shares and the CTC of a specific class is ring-fenced.
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Taxation of gains on sale or other disposition
SA introduced a tax on capital gains effective 1 October 2001, which applies to SA residents and only to non-residents if the sale is attributable to a permanent establishment of the non-resident or if it relates to an interest in immovable property in SA. With effect from 1 October 2007, gains realised on the sale of ordinary shares are automatically deemed to be on capital account, and therefore, subject to capital gains tax, if the ordinary shares have been held for a continuous period of at least three years by the holder thereof. This deeming provision is limited to ordinary shares and does not extend to preference shares or ADSs. The meaning of the word "resident" is different for individuals and corporations and is governed by the SA Income Tax Act of 1962 (the Act) and by the Treaty. In the event of conflict, the Treaty, which contains a tie breaker clause or mechanism to determine residency if a holder is resident in both countries, will prevail. In terms of the Act and the Treaty, a US resident holder of shares or ADSs will not be subject to capital gains tax on the disposal of securities held as capital assets unless the securities are linked to a permanent establishment conducted in SA. In contrast, gains on the disposal of securities which are not capital in nature are usually subject to income tax. However, even in the latter case, a US resident holder will not be subject to income tax unless the US resident holder carries on business in SA through a permanent establishment situated therein. In such a case, this gain may be subject to tax in SA, but only so much as is attributable generally to that permanent establishment.
Dividend stripping and anti-avoidance rules relating to share buy-backs
Anti-avoidance rules relating to share buy backs and dividend stripping were strengthened effective 19 July 2017 to address avoidance mechanisms utilised to erode the value of the shares through distribution of dividends prior to the disposal of shares. Such anti-avoidance dividend rules apply to situations where excessive dividends (as defined) are declared prior to disposal of shares and only to the extent that such dividends are treated as exempt dividend
therefore not subject to dividend withholding tax. Where exempt dividends qualify as extraordinary dividends, the exempt dividends are re-characterised as proceeds for capital gains tax purposes or revenue for income tax purposes resulting in an increased tax liability for the seller of the shares.
Ordinary shares
Excessive dividends (also referred to as extraordinary dividends) equate to the aggregate dividend received within an 18-month period exceeding 15% of the higher of the market value of that share at the beginning of the 18 months and as at the date of disposal of the share.
Preference shares
Excessive dividends equates to the aggregate dividend received within an 18-month period as it exceeds the amount that would have accrued in respect to that share had it been determined with reference to the consideration for which that share was issued by applying an interest rate of 15% per annum for the period in respect of which the dividend was received or accrued.
Securities transfer tax
With effect from 1 July 2008, a single security transfer tax of 0,25% was introduced and is applicable to all secondary transfers of shares. No securities transfer tax (STT) is payable on the issue of securities, even though it is payable on the redemption of securities. STT is payable in South Africa regardless of whether the transfer is executed within or outside South Africa. A transfer of a dematerialised share can only occur in South Africa.
A security is also defined as a depository receipt in a company. Accordingly, STT is payable on the transfer of a depository receipt issued by a company. Generally, the central securities depository that has been accepted as a participant in terms of the Financial Markets Act, No. 19 of 2012 (that commenced on 3 June 2013) is liable for the payment of the STT, on the basis that the STT is recoverable from the person to whom the security is transferred.
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Withholding taxes
A withholding tax on interest at the rate of 15% is currently applicable. This withholding tax is reduced to zero percent in terms of the Treaty to the extent that the interest is derived and beneficially owned by a resident of the other Contracting State.
A withholding tax on royalties at the rate of 15% is currently applicable. This withholding tax is reduced to zero percent in terms of the Treaty to the extent that the royalty is derived and beneficially owned by a resident of the other Contracting State.
Reportable arrangements
The legislation dealing with Reportable Arrangements (RA) was promulgated during February 2016 which places a requirement on South African taxpayers to report certain transactions which are perceived by SARS to have characteristics that may lead to undue tax benefits. The reporting of such transactions intends to give SARS advance notice of the arrangements. In this regard, RA would typically include the following:
Excluded from RAs are:
Non-compliance to this legislation will trigger significant penalties on a monthly basis.
Transfer pricing and BEPS
Transfer pricing was introduced in South Africa in 1995, and the transfer pricing principles adopted largely follow the Organisation for Economic Co-Operation and Development (the OECD) guidelines on transfer pricing. The main requirement is to ensure that a transaction is concluded at arm's length and that the transfer pricing between group entities is also at arm's length (also known as the 'arm's length principle').
The OECD guidelines prescribe methodologies for determining arm's length pricing which have been adopted by many countries including South Africa for their local transfer pricing regulation.
Where there is a deviation from the arm's length principle, the price charged between group entities (where one of those entities is a tax resident) which is different from what would have been concluded at an arm's length basis between unrelated persons and to tax the entity concerned is adjusted to increase the taxable income of the tax resident (also known as a primary adjustment). In addition, the adjusted amount is also deemed to be a dividend (also referred to as a secondary adjustment) that will be subject to dividend withholding tax, as well as the relevant penalties and interest is levied should such an adjustment occur.
Although not a member, South Africa is an observer of the OECD and therefore closely monitors the developments within the OECD.
99
South Africa participated in the Base Erosion and Profit Shifting (BEPS) project initiative by the OECD. This influenced certain legislation amendments in the South African Income Tax Act as well as the adoption of three-tiered documentation regulatory obligations such as the country-by-country reporting (CBC), master file and local file. In addition to the OECD-recommended three-tiered documentation for transfer pricing, South Africa has also prescribed additional documentation to be retained by South African taxpayers in support to cross-border transactions entered into by the taxpayer as well as non-South African resident connected party transactions with third parties.
United States federal income taxation
The following is a general summary of the material US federal income tax consequences of the ownership and disposition of shares or ADSs to a US holder (as defined below) that holds its shares or ADSs as capital assets. This summary is based on US tax laws, including the Internal Revenue Code of 1986, as amended (the Code), Treasury regulations, rulings, judicial decisions, administrative pronouncements, all as of the date of this annual report, and all of which are subject to change or changes in interpretation, possibly with retroactive effect. In addition, this summary is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement relating to the ADSs and any related agreement will be performed in accordance with its terms.
US holders are strongly urged to consult their own tax advisors regarding the specific US federal, state and local tax consequences of owning and disposing of shares or ADSs in light of their particular circumstances as well as any consequences arising under the laws of any other taxing jurisdiction. In particular, US holders are urged to consult their own tax advisors regarding whether they are eligible for benefits under the Treaty.
This summary does not address all aspects of US federal income taxation that may apply to holders that are subject to special tax rules, including US expatriates, insurance companies, tax-exempt organisations, banks, financial
institutions, regulated investment companies, persons subject to the alternative minimum tax or the 3.8% Medicare tax on net investment income, securities broker-dealers, traders in securities who elect to apply a mark-to-market method of accounting, persons holding their shares or ADSs as part of a straddle, hedging transaction or conversion transaction, persons who acquired their shares or ADSs pursuant to the exercise of employee stock options or similar derivative securities or otherwise as compensation, persons who directly or indirectly hold more than 10% of Sasol's shares (by vote or value), partnerships or other pass-through entities or arrangements or persons whose functional currency is not the US dollar. Such holders may be subject to US federal income tax consequences different from those set forth below.
As used herein, the term "US holder" means a beneficial owner of shares or ADSs that is:
If a partnership (or other entity or arrangement treated as a partnership for US federal income tax purposes) holds shares or ADSs, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner in a partnership that holds shares or ADSs is urged to consult its own tax advisor regarding the specific tax consequences of the ownership and disposition of the shares or ADSs.
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For US federal income tax purposes, a US holder of ADSs should be treated as owning the underlying shares represented by those ADSs. The following discussion (except where otherwise expressly noted) applies equally to US holders of shares and US holders of ADSs. Furthermore, deposits or withdrawals of shares by a US holder for ADSs or ADSs for shares will not be subject to US federal income tax.
Taxation of distributions
Distributions (without reduction of South African withholding taxes, if any) made with respect to shares or ADSs (other than certain pro rata distributions of Sasol's capital stock or rights to subscribe for shares of Sasol's capital stock) are includible in the gross income of a US holder as foreign source dividend income on the date such distributions are received by the US holder, in the case of shares, or by the Depositary, in the case of ADSs, to the extent paid out of Sasol's current or accumulated earnings and profits, if any, as determined for US federal income tax purposes ("earnings and profits"). Any distribution that exceeds Sasol's earnings and profits will be treated first as a non-taxable return of capital to the extent of the US holder's tax basis in the shares or ADSs (thereby reducing a US holder's tax basis in such shares or ADSs) and thereafter as either long-term or short-term capital gain (depending on whether the US holder has held shares or ADSs, as applicable, for more than one year as of the time such distribution is actually or constructively received).
The amount of any distribution paid in foreign currency, including the amount of any South African withholding tax thereon, will be included in the gross income of a US holder in an amount equal to the US dollar value of the foreign currency calculated by reference to the spot rate in effect on the date the dividend is actually or constructively received by the US holder, in the case of shares, or by the Depositary, in the case of ADSs, regardless of whether the foreign currency is converted into US dollars at such time. If the foreign currency is converted into US dollars on the date of receipt, a US holder of shares generally should not be required to recognise foreign currency gain or loss in respect of the dividend. If the foreign currency
received in the distribution is not converted into US dollars on the date of receipt, a US holder of shares will have a basis in the foreign currency equal to its US dollar value on the date of receipt.
Any gain or loss recognised upon a subsequent conversion or other disposition of the foreign currency will be treated as US source ordinary income or loss. In the case of a US holder of ADSs, the amount of any distribution paid in a foreign currency ordinarily will be converted into US dollars by the Depositary upon its receipt. Accordingly, a US holder of ADSs generally will not be required to recognise foreign currency gain or loss in respect of the distribution.
Accrual basis US holders are urged to consult their own tax advisors regarding the requirements and elections available to accrual method taxpayers to determine the US dollar amount includable in income in the case of taxes withheld in a foreign currency.
Subject to certain limitations (including a minimum holding period requirement), South African dividend withholding taxes (as discussed above under "Item 10.ETaxationSouth African taxationTaxation of dividends") will be treated as foreign taxes eligible for credit against a US holder's US federal income tax liability. For this purpose, dividends distributed by Sasol with respect to shares or ADSs generally will constitute foreign source "passive category income" for most US holders. The use of foreign tax credits is subject to complex conditions and limitations. In lieu of a credit, a US holder may instead elect to deduct any such foreign income taxes paid or accrued in the taxable year, provided that the US holder elects to deduct (rather than credit) all foreign income taxes paid or accrued for the taxable year. US holders are urged to consult their own tax advisors regarding the availability of foreign tax credits or the deductibility of foreign taxes.
Dividends paid by Sasol will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. Certain non-corporate US holders are eligible for preferential rates of US federal income tax in respect of "qualified dividend income".
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Sasol currently believes that dividends paid with respect to its shares and ADSs should constitute qualified dividend income for US federal income tax purposes (and Sasol anticipates that such dividends will be reported as qualified dividends on Form 1099-DIV delivered to US holders) if Sasol was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a Passive Foreign Investment Company (PFIC) for US federal income tax purposes. Each individual US holder of shares or ADSs is urged to consult his own tax advisor regarding the availability to him of the preferential dividend tax rate in light of his own particular situation including foreign tax credit limitations with respect to any qualified dividend income paid by Sasol, as applicable.
Sale, exchange or other taxable disposition of shares or ADSs
Upon a sale, exchange or other taxable disposition of shares or ADSs, a US holder generally will recognise a capital gain or loss for US federal income tax purposes in an amount equal to the difference between the US dollar value of the amount realised on the disposition and the US holder's adjusted tax basis, determined in US dollars, in the shares or ADSs. Such gain or loss generally will be US source gain or loss, and generally will be treated as a long-term capital gain or loss if the holder's holding period in the shares or ADSs exceeds one year at the time of disposition if Sasol was not, at any time during the holder's holding period, a PFIC, as discussed below, for US federal income tax purposes. The deductibility of capital losses is subject to significant limitations. If the US holder is an individual, long-term capital gain generally is subject to US federal income tax at preferential rates. Each US holder of shares or ADSs is urged to consult his own tax advisor regarding the potential US tax consequences from the taxable disposition of shares or ADSs, including foreign currency implications arising therefrom and any other South African taxes imposed on a taxable disposition.
Passive foreign investment company considerations
A non-U.S. corporation is a passive foreign investment company in any taxable year in which,
after taking into account the income and assets of certain subsidiaries, either (a) at least 75% of its gross income is passive income or (b) at least 50% of the quarterly average of its assets is attributable to assets that produce or are held to produce passive income. Sasol believes that it should not be classified as a PFIC for US federal income tax purposes for the taxable year ended 30 June 2020. US holders are advised, however, that this conclusion is a factual determination that must be made annually and thus may be subject to change. If Sasol were to be classified as a PFIC, the tax on distributions on its shares or ADSs and on any gains realised upon the disposition of its shares or ADSs may be less favourable than as described herein. Furthermore, dividends paid by a PFIC are not "qualified dividend income" and are not eligible for the reduced rates of taxation for certain dividends. In addition, each US person that is a shareholder of a PFIC, may be required to file an annual report disclosing its ownership of shares in a PFIC and certain other information. US holders should consult their own tax advisors regarding the application of the PFIC rules (including applicable reporting requirements) to their ownership of the shares or ADSs.
US information reporting and backup withholding
Dividend payments made to a holder and proceeds paid from the sale, exchange, or other disposition of shares or ADSs through a US intermediary or other US paying agent may be subject to information reporting to the US Internal Revenue Service (IRS). US federal backup withholding generally is imposed on specified payments to persons who fail to furnish required information. Backup withholding will not apply to a holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification, or who is otherwise exempt from backup withholding. US persons who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or applicable substitute form. Non-US holders generally will not be subject to US information reporting or backup withholding. However, these holders may be required to provide certification of
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non-US status (generally on IRS Form W-8BEN, W-8BEN-E or applicable substitute form) in connection with payments received in the United States or through certain US-related financial intermediaries.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder's US federal income tax liability. A holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Additional reporting requirements
US holders who are individuals may be required to report to the IRS on Form 8938 information relating to their ownership of foreign financial assets, such as the shares or ADSs, subject to certain exceptions (including an exception for shares or ADSs held in accounts maintained by certain financial institutions). US holders should consult their tax advisors regarding the effect, if any, of these rules on their obligations to file information reports with respect to the shares or ADSs.
10.F Dividends and paying agents
Not applicable.
10.G Statement by experts
Not applicable.
10.H Documents on display
All reports and other information that we file with the Securities and Exchange Commission (SEC) may be obtained, upon written request, from J.P. Morgan Chase Bank N.A. (J.P. Morgan), as Depositary for our ADSs at its Corporate Trust office, located at 383 Madison Avenue, Floor 11, New York, New York, 10179. These reports and other information can also be inspected without charge and copied at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. These reports may also be accessed via the SEC's website (www.sec.gov). Also, certain reports and
other information concerning us will be available for inspection at the offices of the NYSE. In addition, all the statutory records of the company and its subsidiaries may be viewed at the registered address of the company in South Africa.
10.I Subsidiary information
Not applicable. For a list of our subsidiaries see Exhibit 8.1 to this annual report on Form 20-F.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a group, we are exposed to various market risks associated with our underlying assets, liabilities and anticipated transactions. We continuously monitor these exposures and enter into derivative financial instruments to reduce these risks. We do not enter into derivative transactions on a speculative basis. All fair values have been determined using current market pricing models.
The principal market risks (i.e. the risk of losses arising from adverse movements in market rates and prices) to which we are exposed are:
Refer to "Item 18Financial StatementsNote 43 Financial risk management and financial instruments" for a qualitative and quantitative discussion of the group's exposure to these market risks. Specific recognition and measurement principles of the interest rate swap are contained within the same reference. The following is a breakdown of our debt arrangements and a summary of fixed versus floating interest rate exposures for operations. Liabilities reflect principal payments in each year.
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Liabilitiesnotional
|
2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | Total | Fair value | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Rand in millions)
|
||||||||||||||||||||||||
Fixed rate (Rand) |
| | | | | 658 | 658 | 658 | |||||||||||||||||
Average interest rate |
8,00 | % | 8,00 | % | 8,00 | % | 8,00 | % | 8,00 | % | 8,00 | % | |||||||||||||
Variable rate (Rand) |
5 061 | 99 | 2 242 | 66 | 66 | 100 | 7 634 | 7 423 | |||||||||||||||||
Average interest rate |
7,02 | % | 7,31 | % | 7,38 | % | 8,41 | % | 8,41 | % | 8,41 | % | |||||||||||||
Fixed Rate (US$) |
1 125 | 123 | 17 433 | 26 086 | 127 | 13 535 | 58 429 | 52 366 | |||||||||||||||||
Average interest rate |
5,63 | % | 5,63 | % | 5,83 | % | 6,23 | % | 6,55 | % | 6,54 | % | |||||||||||||
Variable rate (US$) |
35 931 | 5 677 | 3 039 | 25 653 | 52 267 | | 122 567 | 122 069 | |||||||||||||||||
Average interest rate |
2,49 | % | 2,47 | % | 2,46 | % | 2,49 | % | 2,55 | % | | % | |||||||||||||
Fixed rate (Euro) |
102 | 95 | 92 | 69 | 45 | 39 | 442 | 442 | |||||||||||||||||
Average interest rate |
1,35 | % | 1,42 | % | 1,57 | % | 1,79 | % | 1,95 | % | 1,95 | % | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total |
42 219 | 5 994 | 22 806 | 51 874 | 52 505 | 14 332 | 189 730 | 182 958 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
|
2021 | 2022 | 2023 | 2024 | 2025 | Thereafter |
Fair
value |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Rand in millions)
|
|||||||||||||||||||||
Interest rate swapdesignated as a hedging instrument (instrument 1)* |
||||||||||||||||||||||
Average notional amount |
31 686 | 29 881 | 28 205 | 26 504 | 24 695 | 22 365 | (4 058 | ) | ||||||||||||||
Average receive rate |
0,26 | % | 0,23 | % | 0,23 | % | 0,25 | % | 0,30 | % | 0,38 | % | ||||||||||
Average pay rate |
2,82 | % | 2,82 | % | 2,82 | % | 2,82 | % | 2,82 | % | 2,82 | % | ||||||||||
Notional at 30 June |
31 252 | 29 417 | 27 794 | 26 067 | 24 230 | 22 356 | ||||||||||||||||
Interest rate swapdesignated as a hedging instrument (instrument 2)* |
|
|
|
|
|
|
|
|||||||||||||||
Average notional amount |
452 | 397 | 349 | 304 | 259 | 124 | (85 | ) | ||||||||||||||
Average receive rate |
0,98 | % | 0,28 | % | 0,31 | % | 0,42 | % | 0,59 | % | 1,01 | % | ||||||||||
Average pay rate |
2,80 | % | 2,80 | % | 2,80 | % | 2,80 | % | 2,80 | % | 2,80 | % | ||||||||||
Notional at 30 June |
438 | 383 | 338 | 293 | 248 | 113 |
|
2021 | 2022 | 2023 | 2024 | 2025 | Thereafter |
Total
Maturity |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Rand in millions)
|
|||||||||||||||||||||
Foreign Currency Derivativesheld for trading* |
||||||||||||||||||||||
US$ |
||||||||||||||||||||||
Zero-cost collars |
(2 861 | ) | | | | | | (2 861 | ) | |||||||||||||
Foreign Exchange Contracts |
415 | | | | | | 415 | |||||||||||||||
Other derivatives |
53 | 44 | 31 | 27 | 26 | 2 001 | 2 183 | |||||||||||||||
Euro |
||||||||||||||||||||||
Foreign Exchange Contracts |
1 | | | | | | 1 | |||||||||||||||
Commodity derivativesheld for trading* |
||||||||||||||||||||||
Crude oil |
||||||||||||||||||||||
Crude oil options |
113 | | | | | | 113 | |||||||||||||||
Crude oil futures |
716 | | | | | | 716 | |||||||||||||||
Crude oil zero-cost collars |
(174 | ) | | | | | | (174 | ) | |||||||||||||
Other commodity derivatives |
109 | | | | | | 109 | |||||||||||||||
Ethane price |
||||||||||||||||||||||
Ethane swap options |
(126 | ) | | | | | | (126 | ) |
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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A Debt securities
Not applicable.
12.B Warrants and rights
Not applicable.
12.C Other securities
Not applicable.
12.D American depositary shares
12.D.1 Depositary name and address
J.P. Morgan Chase Bank, N.A.
383 Madison Avenue, Floor 11
New York, New York, 10179
12.D.2 Description of American depositary shares
American depositary shares are evidenced by American Depositary Receipts (ADRs) that represents the right to receive, and to exercise the beneficial ownership interests in, the number of Sasol Ordinary shares specified in the form of ADRs.
Please see Exhibit 2.2 to this annual report on Form 20-F.
12.D.3 Depositary fees and charges
J.P. Morgan Chase Bank N.A. (J.P. Morgan) was appointed as Sasol Limited's new depositary for Sasol's ADSs, effective 6 May 2019. Prior to J.P. Morgan's appointment, the Bank of New York Mellon served as the depositary for Sasol's ADSs. Sasol's ADSs, each representing one Sasol ordinary share, are traded on the New York Stock Exchange under the symbol "SSL". The ADSs are evidenced by American Depositary Receipts, or ADRs, issued by J.P Morgan, as Depositary.
As from 6 May 2019, the Deposit Agreement between J.P Morgan, Sasol Limited and its
registered ADR holders, ADR holders are required to pay the following fees.
Service
|
Fees (USD) | |
---|---|---|
Depositing or substituting the underlying shares |
Up to US$5,00
per 100 ADS |
|
Receiving or distributing dividend |
Up to US$0,04
per ADS |
|
Selling or exercising rights |
Up to US$5,00
per 100 ADS |
|
Withdrawing an underlying security |
Up to US$5,00
per 100 ADS |
In addition, all non-standard out-of-pocket administration and maintenance expenses, including but not limited to, any and all reasonable legal fees and disbursements incurred by the Depositary (including legal opinions, and any fees and expenses incurred by or waived to third-parties) will be paid by the company. Fees and out-of-pocket expenses for the servicing of non-registered ADR holders and for any special service(s) performed by the Depositary will be paid for by the company.
12.D.4 Depositary payments for 2020
J.P Morgan paid an amount of US$2 275 620 to Sasol on 3 August 2020 in respect of annual contributions.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure controls and procedures
The company's President and Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the group's disclosure controls and procedures (required by paragraph (b) of 17 CFR 240.13a-15) as of the
105
end of the period covered by this annual report on Form 20-F.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the company's disclosure controls and procedures were not effective as of 30 June 2020 due to the existence of material weaknesses in internal control over financial reporting as described below in section (b).
Notwithstanding these material weaknesses, management concluded that the consolidated financial statements included in this annual report on Form 20-F present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). Management's assessment is based upon a number of factors, including, but not limited to:
(b) Management's annual report on internal control over financial reporting
Management of the company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Under Section 404 of the Sarbanes-Oxley Act of 2002, management is
required to assess the effectiveness of the company's internal control over financial reporting as of the end of each financial year and report, based on that assessment, whether the company's internal control over financial reporting is effective.
The company's internal control over financial reporting is a process designed under the supervision of the President and Chief Executive Officer and Chief Financial Officer to provide reasonable assurance as to the reliability of the company's financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorisations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those processes of internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to the reliability of financial reporting and preparation of financial statements for external purposes in accordance with IFRS.
Management assessed the effectiveness of the company's internal control over financial reporting as of 30 June 2020. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) in "Internal ControlIntegrated Framework (2013)".
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Material Weaknesses
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of financial statements will not be prevented or detected on timely basis.
Based on its assessment, management has determined that the company's internal control over financial reporting remains ineffective as of 30 June 2020 due to the existence of the following material weaknesses, (i) the continued existence of a material weakness with respect to the capital cost estimation process implemented in connection with the LCCP, as previously disclosed on our Annual Report on Form 20-F for the year ended 30 June 2019, and (ii) a material weakness identified as at 30 June 2020, with respect to the level of precision applied to the impairment assessments performed on the South Africa integrated value chain cash generating units within one segment of the company.
As previously disclosed, our management concluded that the material weakness identified above was the result of a number of deficiencies:
Our management has further determined that this unremediated material weakness led to a misstatement in the disclosure of the Company's capital commitments for the year ended 30 June 2018, which has been revised in the Company's consolidated financial statements for the year ended 30 June 2019. Additionally, this material weakness could result in misstatements of the LCCP capital cost and related assets under construction and property, plant and equipment impairment account balances or disclosures that would result in a material misstatement to the consolidated financial statements that would not be prevented or detected.
Management concluded that the controls designed and implemented to review the results of impairment assessments performed on the South Africa integrated value chain cash generating units in one segment of the company did not operate at the required level of precision to prevent or detect a material misstatement. Specifically, these controls did not effectively function at the level of
107
precision required to ensure that the assumptions applied in determining cash flow projections are reasonable in response to changes in the business environment and that the discounting principles applied aligns to group policy. These deficiencies impacted the determination of the recoverable value of these cash generating units for the purpose of impairment assessments. This material weakness resulted in an audit adjustment that was recorded to the company's consolidated financial statements for the year ended 30 June 2020 related to property, plant and equipment, assets under construction, remeasurement items affecting operating profit (impairment of property, plant and equipment and assets under construction) account balances and disclosures. This material weakness did not result in a misstatement in any previously issued consolidated financial statements.
If not remediated, this material weakness could result in misstatements of property, plant and equipment, assets under construction, remeasurement items affecting operating profit (impairment of property, plant and equipment and assets under construction) account balances and disclosures that would result in a material misstatement to the consolidated financial statements that would not be prevented or detected.
(c) Remediation efforts to address material weaknesses
The company is committed to ensuring a strong internal control environment and to ensuring that a proper, consistent tone is communicated throughout the organisation. To that end, our management, with the oversight from our Audit Committee, made considerable progress in remediating the material weakness identified above and is currently still executing remedial actions as per our remediation plan in order to fully remediate the underlying causes that gave rise to the material weakness.
As of 30 June 2020, the company has successfully completed the following remedial actions:
108
The company is progressing with several ongoing remedial steps to address the tone and cultural aspects of the identified root causes of the material weakness. These include:
While significant progress was made to remediate the material weakness as of 30 June 2020, the company is continuing with the implementation of some of the longer-term remediation efforts described above.
We have evaluated this material weakness and are developing a plan of remediation to strengthen our internal controls related to the impairment processes and the level of precision applied in the review controls within the segment. The remediation efforts summarized below are intended to address the underlying causes that gave rise to this material weakness.
We believe our actions will be effective in remediating the above noted material weaknesses, and we continue to devote significant time and attention to these efforts. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies or we may modify certain of the remediation measures described above. The material weaknesses will not be considered remediated until we have completed designing and implementing the longer-term remediation efforts and the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
(d) Attestation report of the registered public accounting firm
The effectiveness of the company's internal control over financial reporting as of 30 June 20120 was audited by PricewaterhouseCoopers Inc., an independent registered public accounting firm, as stated in its report on page F-1 of this Form 20-F.
109
(e) Changes in internal control over financial reporting
We determined that there were no changes in the company's internal control over financial reporting, including due to the effects of COVID-19 and moving towards a remote working environment, during the year ended 30 June 2020 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.
Item 16.A AUDIT COMMITTEE FINANCIAL EXPERT
Mr. Colin Beggs, an independent member of the audit committee and its chairman since 1 January 2011, was determined by our board to be the audit committee's financial expert within the meaning of the Sarbanes-Oxley Act, in accordance with the Rules of the NYSE and the SEC.
In August 2020, Sasol approved an update to its current Code of Conduct. The Code of Conduct adopts a behaviours-based approach which reinforces the importance of linking our day-to-day actions to Sasol's shared values and our culture. The Code of Conduct is further underpinned by policies and guidance notes to enhance its everyday application. The Code of Conduct applies to all our directors, officers and employees, including the President and Chief Executive Officer, Chief Financial Officer and the Senior Vice President: Financial Control Services.
Any amendment or waiver of the Code of Conduct as it relates to our President and Chief Executive Officer or Chief Financial Officer will be posted on our website within five business days following such amendment or waiver. No such amendments or waivers are anticipated.
The Code of Conduct is available on our internet website. The website address is https://www.sasol.com/sustainability/ethics/sasol-code-conduct. This website is not incorporated by reference in this annual report.
We operate an independent ethics reporting telephone line through external advisors. This
confidential and anonymous ethics hotline provides an impartial facility for all stakeholders to report deviations from ethical behaviour, including fraud and unsafe behaviour, environmental misconduct or human rights abuses. Our Code of Conduct and related policies guide our interactions with all government representatives. Our policy prohibits contributions to political parties or government officials since these may be interpreted as an inducement for future beneficial treatment, and as interference in the democratic process.
Item 16.C PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate audit and audit-related fees, tax fees and all other fees billed by our principal accountants (PricewaterhouseCoopers Inc.) for each of the 2020 and 2019 years.
|
Audit
fees |
Audit-
related fees |
Tax
fees |
All
other fees |
Total | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Rand in millions)
|
|||||||||||||||
2020(1) |
142 | (2) | 1 | 1,2 | 0,3 | 144 | ||||||||||
2019(1) |
93 | 3 | 0,4 | 0,8 | 97 |
Audit fees consist of fees billed for the annual audit of the company's consolidated financial statements, review of the group's internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act and the audit of statutory financial statements of the company's subsidiaries, including fees billed for assurance and related services that are reasonably related to the performance of the audit or reviews of the company's financial statements that are services that only an external auditor can reasonably provide.
Audit-related fees consist of the review of documents filed with regulatory authorities,
110
consultations concerning financial accounting and reporting standards, review of security controls and operational effectiveness of systems, due diligence related to acquisitions and employee benefit plan audits.
Tax fees include fees billed for tax compliance services, including assistance in the preparation of original and amended tax returns; tax consultations, such as assistance in connection with tax audits and appeals; tax advice relating to acquisitions, transfer pricing, and requests for rulings or technical advice from tax authorities; and tax planning services and expatriate tax compliance, consultation and planning services.
All other fees consist of fees billed which are not included under audit fees, audit related fees or tax fees.
Audit committee approval policy
In accordance with our audit committee pre-approval policy, all audit and non-audit services performed for us by our independent accountants were approved by the audit committee of our board of directors, which concluded that the provision of such services by the independent accountants was compatible with the maintenance of that firm's independence in the conduct of its auditing functions.
In terms of our policy, non-audit services not exceeding R500 000 that fall into the categories set out in the pre-approval policy, do not require pre-approval by the audit committee, but are pre-approved by the Senior Vice President: Financial Control Services. The audit committee is notified of each such service at its first meeting following the rendering of such service. All non-audit services exceeding R500 000 but not exceeding R2 million are pre-approved by the Chief Financial Officer. The audit committee is notified on a monthly basis of services approved within this threshold. Fees in respect of non-audit services exceeding R2 million require pre-approval by the audit committee, prior to engagement.
The total aggregate amount of non-audit fees in any one financial year must be less than 20% of the total audit fees for Sasol's annual audit engagement, unless otherwise directed by the audit committee. In addition, services to be
provided by the independent accountants that are not within the category of approved services must be approved by the audit committee prior to engagement, regardless of the service being requested and the amount, but subject to the restriction above.
Requests or applications for services that require specific separate approval by the audit committee are required to be submitted to the audit committee by both management and the independent accountants, and must include a detailed description of the services to be provided and a joint statement confirming that the provision of the proposed services does not impair the independence of the independent accountants.
No work was performed by persons other than the principal accountant's employees on the principal accountant's engagement to audit Sasol Limited's financial statements for 2020.
Item 16.D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
Item 16.E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Period
|
Total
number of ordinary shares repurchased |
Average
price paid per share |
Shares
cancelled under the share repurchase scheme |
Total
number of shares purchased as part of publicly announced programmes |
Maximum
number of shares that may yet be purchased under the programmes |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
For the year ended 30 June 2020 |
||||||||||||||||
2019-10-31 to 2020-06-30 |
| | | | | |||||||||||
| | | | | | | | | | | | | | | | |
|
| | | |||||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Item 16.F CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
Item 16.G CORPORATE GOVERNANCE
Sasol maintains a primary listing of its ordinary shares and Sasol BEE ordinary shares on the Johannesburg Stock Exchange operated by the JSE Limited (JSE) and a listing of American Depositary Shares on the New York Stock Exchange (NYSE). Accordingly, the company is
111
subject to the disclosure, corporate governance and other requirements imposed by applicable South African and US legislation, the JSE, the US Securities and Exchange Commission (SEC) and the NYSE. We have implemented controls to provide reasonable assurance of our compliance with all relevant requirements in respect of our listings.
We have compared our corporate governance practices to those for domestic US companies listed on the NYSE and confirm that we comply substantially with such NYSE corporate governance standards and there were no significant differences at 30 June 2020.
Refer to "Integrated ReportGovernance overview" as contained in Exhibit 99.8, for further details of our corporate governance practices.
Item 16.H MINE SAFETY DISCLOSURE
Not applicable.
Sasol is furnishing financial statements pursuant to the instructions of Item 18 of Form 20-F.
The following consolidated financial statements, together with the auditors' report of PricewaterhouseCoopers Inc. (PwC) are filed as part of this annual report on Form 20-F:
Index to Consolidated Financial Statements for the years ended 30 June 2020, 2019 and 2018
Report of the Independent Registered Public Accounting Firm (PwC) |
F-1 | |||
Consolidated Financial Statements* |
||||
Supplemental Oil and Gas Information (Unaudited) |
G-1 |
112
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Sasol Limited
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Sasol Limited and its subsidiaries (the "Company") as of 30 June 2020 and 30 June 2019, and the related consolidated income statements, statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended 30 June 2020, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of 30 June 2020, based on criteria established in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 30 June 2020 and 30 June 2019, and the results of its operations and its cash flows for each of the three years in the period ended 30 June 2020 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of 30 June 2020, based on criteria established in Internal ControlIntegrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to the capital cost estimation process implemented in connection with the Lake Charles Chemicals Project, which resulted from the aggregation of a series of individual control and project-related control environment deficiencies, and the level of precision applied to the impairment assessments performed on certain cash generating units related to the South Africa integrated value chain within one segment of the Company.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in the accompanying Management's Annual Report on Internal Control over Financial Reporting appearing under Item 15(b). We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 30 June 2020 consolidated financial statements, and our opinion regarding the effectiveness of the Company's internal control over financial reporting does not affect our opinion on those consolidated financial statements.
Substantial Doubt about the Company's Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company incurred a consolidated net loss of R91 272 million during the year ended 30 June 2020 and its ability to meet its debt covenant requirements at 31 December 2020 and 30 June 2021 and repay debt as it becomes due is dependent on the timing and quantum of cash flows from operations, the ability to realise cash through a combination of asset disposals, or part thereof, and the successful raising of equity, that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
F-1
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2020.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-2
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment assessment of property, plant and equipment ("PPE") and assets under construction ("AUC")
As described in Notes 20 and 21 to the consolidated financial statements, the Company's consolidated PPE and AUC at 30 June 2020 amounted to R204 470 million and R27 802 million, respectively. Furthermore, as described in Note 10 to the consolidated financial statements, management recognised an impairment charge of R111 592 million for the year ended 30 June 2020, mainly related to the Base Chemicals assets held for sale within its North American operations and numerous cash generating units ("CGUs") within the South African integrated value chain. Management assesses non-financial assets for impairment indicators at each reporting date or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverable amounts are estimated for individual assets or, where an individual asset cannot generate cash inflows independently, the recoverable amount is determined for the larger CGU to which it belongs. Management judgement is applied in identifying CGUs. The recoverable amount of the assets assessed for impairment is determined based on the higher of the fair value less costs to sell or value-in-use calculations. Future cash flow assumptions relating to this valuation are estimated based on financial budgets which reflect the long term plans for the Company. The determination of future cash flows include significant management judgement and assumptions, including crude oil prices, gas prices, chemical prices, exchange rates, growth rates and weighted average cost of capital ("WACC") rates.
The principal considerations for our determination that performing procedures relating to the impairment assessment of PPE and AUC is a critical audit matter are (i) significant judgments by management when identifying CGUs, as well as developing their assessment of the recoverable amount for all CGUs where impairment indicators were identified; (ii) a high degree of auditor judgment, subjectivity and effort in evaluating management's identification of CGUs and main assumptions, including crude oil prices, gas prices, chemical prices, exchange rates, growth rates and WACC rates; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge. As described in the "Opinions on the Financial Statements and Internal Control over Financial Reporting" section, a material weakness was identified related to this matter.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's budgeting process and impairment calculations, including controls relating to the main assumptions used in these calculations. These procedures also included, among others, an assessment of the appropriateness of the CGUs identified by management, testing management's process for determining the recoverable amount of the CGUs where impairment indicators were identified, evaluating the appropriateness of the methodology used in the impairment models, testing the completeness, accuracy, and relevance of underlying data used in the impairment models, and evaluating the main assumptions used by management. Evaluating the reasonableness of management's assumptions involved (i) evaluating key market-related assumptions (including crude oil prices, gas prices, chemical prices, exchange rates, growth rates and WACC rates) used in the models to external market and third party data, (ii) evaluating fair value less costs to sell
F-3
assumptions against third party non-binding offers, (iii) performing a retrospective comparison of forecasted cash flows to actual past performance and previous forecasts, and (iv) performing sensitivity analyses. Professionals with specialised skill and knowledge were used to assist in evaluating the appropriateness of the methodology applied in the impairment models and evaluating the reasonableness of the WACC rates assumption.
/s/ PricewaterhouseCoopers Inc
Johannesburg,
Republic of South Africa
24 August 2020
We have served as the Company's auditor since 2014.
F-4
SUPPLEMENTAL OIL AND GAS INFORMATION (unaudited)
In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 932, "Extractive IndustriesOil and Gas", and regulations of the US Securities and Exchange Commission (SEC), this section provides supplemental oil and gas information separately about our natural oil and gas exploration and production operations, as managed by Exploration and Production International (E&PI); and about our coal mining operations and the conversion of coal reserves to synthetic oil, as managed by Mining and Secunda Synfuels Operations.
NATURAL OIL AND GAS
The supplemental information provided below relates to our natural oil and gas operations, which are managed by Exploration and Production International (E&PI).
Tables 1 through to 3 present historical information pertaining to costs incurred for property acquisitions, exploration and development, capitalised costs, and results of operations. Table 4 presents estimates of proved developed and proved undeveloped reserves (which are not supplemental). Tables 5 and 6 present information on the standardised measure of estimated discounted future net cash flows related to proved reserves and changes therein.
TABLE 1COSTS INCURRED FOR PROPERTY ACQUISITION, EXPLORATION, AND DEVELOPMENT ACTIVITIES
The table below presents the costs incurred, during the last three years, in natural oil and gas property acquisition, exploration and development activities, whether capitalised or charged to income directly.
|
Natural Oil and Gas (Rand in millions) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mozambique |
Rest of
Africa(1) |
North
America(1) |
Australasia(1) | Total | |||||||||||
Year ended 30 June 2018 |
||||||||||||||||
Acquisition of proved properties |
| | | | | |||||||||||
Acquisition of unproved properties |
| | | | | |||||||||||
Exploration |
395,8 | 265,5 | | (2,2 | ) | 659,1 | ||||||||||
Development |
1 674,5 | 19,3 | 106,0 | | 1 799,8 | |||||||||||
| | | | | | | | | | | | | | | | |
Total costs incurred |
2 070,3 | 284,8 | 106,0 | (2,2 | ) | 2 458,9 | ||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Year ended 30 June 2019 |
||||||||||||||||
Acquisition of proved properties |
| | | | | |||||||||||
Acquisition of unproved properties |
| | | | | |||||||||||
Exploration |
298,0 | 104,5 | | | 402,5 | |||||||||||
Development |
576,9 | 278,7 | 141,5 | | 997,1 | |||||||||||
| | | | | | | | | | | | | | | | |
Total costs incurred |
874,9 | 383,2 | 141,5 | | 1 399,6 | |||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Year ended 30 June 2020 |
||||||||||||||||
Acquisition of proved properties |
| | | | | |||||||||||
Acquisition of unproved properties |
| | | | | |||||||||||
Exploration |
289,6 | 124,6 | | | 414,2 | |||||||||||
Development |
782,8 | 440,3 | 132,4 | | 1 355,5 | |||||||||||
| | | | | | | | | | | | | | | | |
Total costs incurred |
1 072,4 | 564,9 | 132,4 | | 1 769,7 | |||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
G-1
TABLE 2CAPITALISED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES
The table below summarises the aggregate amount of property, plant and equipment and intangible assets relating to natural oil and gas exploration and production activities, and the aggregate amount of the related depreciation and amortisation.
|
Mozambique |
Rest of
Africa(1) |
North
America(1) |
Total | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Year ended 30 June 2018 |
|||||||||||||
Proved properties |
8 937,9 | 4 438,7 | 28 396,0 | 41 772,6 | |||||||||
| | | | | | | | | | | | | |
Producing wells and equipment |
8 496,4 | 4 413,7 | 28 396,0 | 41 306,1 | |||||||||
Non-producing wells and equipment |
441,5 | 25,0 | | 466,5 | |||||||||
| | | | | | | | | | | | | |
Unproved properties |
5 965,4 | 39,7 | | 6 005,1 | |||||||||
| | | | | | | | | | | | | |
Capitalised costs |
14 903,3 | 4 478,4 | 28 396,0 | 47 777,7 | |||||||||
Accumulated depreciation |
(4 292,0 | ) | (4 323,8 | ) | (25 104,2 | ) | (33 720,0 | ) | |||||
| | | | | | | | | | | | | |
Net book value |
10 611,3 | 154,6 | 3 291,8 | 14 057,7 | |||||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Year ended 30 June 2019 |
|||||||||||||
Proved properties |
10 107,4 | 4 836,8 | 29 606,0 | 44 550,2 | |||||||||
| | | | | | | | | | | | | |
Producing wells and equipment |
9 734,9 | 4 811,9 | 29 506,0 | 44 052,8 | |||||||||
Non-producing wells and equipment |
372,5 | 24,9 | 100,0 | 497,4 | |||||||||
| | | | | | | | | | | | | |
Unproved properties |
6 904,1 | 40,7 | | 6 944,8 | |||||||||
| | | | | | | | | | | | | |
Capitalised costs |
17 011,5 | 4 877,5 | 29 606,0 | 51 495,0 | |||||||||
Accumulated depreciation |
(4 862,3 | ) | (4 581,2 | ) | (28 594,0 | ) | (38 037,5 | ) | |||||
| | | | | | | | | | | | | |
Net book value |
12 149,2 | 296,3 | 1 012,0 | 13 457,5 | |||||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Year ended 30 June 2020 |
|||||||||||||
Proved properties |
11 388,8 | 6 596,7 | 35 650,0 | 53 635,5 | |||||||||
| | | | | | | | | | | | | |
Producing wells and equipment |
10 686,5 | 6 576,0 | 35 650,0 | 52 912,5 | |||||||||
Non-producing wells and equipment |
702,3 | 20,7 | | 723,0 | |||||||||
| | | | | | | | | | | | | |
Unproved properties |
8 625,6 | 50,0 | | 8 675,6 | |||||||||
| | | | | | | | | | | | | |
Capitalised costs |
20 014,4 | 6 646,7 | 35 650,0 | 62 311,1 | |||||||||
Accumulated depreciation |
(5 563,9 | ) | (5 943,2 | ) | (34 225,2 | ) | (45 732,3 | ) | |||||
| | | | | | | | | | | | | |
Net book value |
14 450,5 | 703,5 | 1 424,8 | 16 578,8 | |||||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
G-2
TABLE 3RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES
The results of operations for natural oil and gas producing activities are summarised in the table below.
|
Natural Oil and Gas (Rand in millions) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mozambique |
Rest of
Africa(1) |
North
America(1) |
Australasia(1) | Total | |||||||||||
Year ended 30 June 2018 |
||||||||||||||||
Sales to unaffiliated parties |
217,6 | 984,6 | 284,2 | | 1 486,4 | |||||||||||
Transfers to affiliated parties |
2 711,3 | | | | 2 711,3 | |||||||||||
| | | | | | | | | | | | | | | | |
Total revenues |
2 928,9 | 984,6 | 284,2 | | 4 197,7 | |||||||||||
Production costs |
(926,4 | ) | (578,4 | ) | (182,6 | ) | (0,8 | ) | (1 688,2 | ) | ||||||
Foreign currency translation gains/(losses) |
108,0 | 206,2 | | (0,8 | ) | 313,4 | ||||||||||
Exploration expenses |
(14,8 | ) | (86,6 | ) | | (0,1 | ) | (101,5 | ) | |||||||
Valuation provision |
(1 295,4 | ) | | (2 763,8 | ) | (33,9 | ) | (4 093,1 | ) | |||||||
Farm-down gains/(losses) |
| 11,9 | | | 11,9 | |||||||||||
Depreciation |
(466,8 | ) | (75,1 | ) | (893,9 | ) | | (1 435,8 | ) | |||||||
| | | | | | | | | | | | | | | | |
Operating profit/(loss) |
333,5 | 462,6 | (3 556,1 | ) | (35,6 | ) | (2 795,6 | ) | ||||||||
Tax |
(285,9 | ) | (138,2 | ) | | | (424,1 | ) | ||||||||
| | | | | | | | | | | | | | | | |
Results of operations |
47,6 | 324,4 | (3 556,1 | ) | (35,6 | ) | (3 219,7 | ) | ||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Year ended 30 June 2019 |
||||||||||||||||
Sales to unaffiliated parties |
303,0 | 1 135,1 | 239,0 | | 1 677,1 | |||||||||||
Transfers to affiliated parties |
3 506,9 | | | | 3 506,9 | |||||||||||
| | | | | | | | | | | | | | | | |
Total revenues |
3 809,9 | 1 135,1 | 239,0 | | 5 184,0 | |||||||||||
Production costs |
(781,6 | ) | (537,9 | ) | (173,6 | ) | | (1 493,1 | ) | |||||||
Foreign currency translation (losses)/gains |
(125,6 | ) | 54,0 | | (3,6 | ) | (75,2 | ) | ||||||||
Exploration expenses |
(406,0 | ) | (303,6 | ) | | 3,1 | (706,5 | ) | ||||||||
Valuation provision |
| | (1 946,9 | ) | 2,3 | (1 944,6 | ) | |||||||||
Farm-down gains/(losses) |
| | | | | |||||||||||
Depreciation |
(576,6 | ) | (148,5 | ) | (830,7 | ) | | (1 555,8 | ) | |||||||
| | | | | | | | | | | | | | | | |
Operating profit/(loss) |
1 920,1 | 199,1 | (2 712,2 | ) | 1,8 | (591,2 | ) | |||||||||
Tax |
(663,7 | ) | (246,5 | ) | | | (910,2 | ) | ||||||||
| | | | | | | | | | | | | | | | |
Results of operations |
1 256,4 | (47,4 | ) | (2 712,2 | ) | 1,8 | (1 501,4 | ) | ||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Year ended 30 June 2020 |
||||||||||||||||
Sales to unaffiliated parties |
303,7 | 1 024,1 | 341,2 | | 1 669,0 | |||||||||||
Transfers to affiliated parties |
3 534,7 | | | | 3 534,7 | |||||||||||
| | | | | | | | | | | | | | | | |
Total revenues |
3 838,4 | 1 024,1 | 341,2 | | 5 203,7 | |||||||||||
Production costs |
(706,8 | ) | (566,9 | ) | (307,0 | ) | | (1 580,7 | ) | |||||||
Foreign currency translation (losses)/gains |
(1 198,7 | ) | 442,2 | | | (756,5 | ) | |||||||||
Exploration expenses |
(420,1 | ) | (313,9 | ) | | | (734,0 | ) | ||||||||
Valuation provision |
(13,3 | ) | | 0,4 | | (12,9 | ) | |||||||||
Farm-down gains/(losses) |
| | | | | |||||||||||
Depreciation |
(707,5 | ) | (329,3 | ) | (281,5 | ) | | (1 318,3 | ) | |||||||
| | | | | | | | | | | | | | | | |
Operating profit/(loss) |
792,0 | 256,2 | (246,9 | ) | | 801,3 | ||||||||||
Tax |
(616,8 | ) | (77,0 | ) | | | (693,8 | ) | ||||||||
| | | | | | | | | | | | | | | | |
Results of operations |
175,2 | 179,2 | (246,9 | ) | | 107,5 | ||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
G-3
TABLE 4PROVED RESERVE QUANTITY INFORMATION
The table below summarises the proved developed and proved undeveloped reserves of natural oil and gas, as at 30 June 2020 and the two previous years, along with volumes produced during the year. The table also presents the changes in the proved reserves and the reasons for the changes, over the last three years.
As at 30 June 2020, the total proved reserve estimate for natural oil and gas is 146,3 million barrels in oil equivalent terms (6 000 standard cubic feet of natural gas is equivalent to 1 barrel of oil).
|
Crude oil and condensate(3) | Natural gas(3) | Oil equivalent(3) | |||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mozambique(1) |
Rest of
Africa(2)(4) |
North
America(2) |
Total | Mozambique(1) |
North
America(2) |
Total | Mozambique(1) |
Rest of
Africa(2)(4) |
North
America(2) |
Total | |||||||||||||||||||||||
|
Millions of barrels
|
Billions of cubic feet
|
Equivalent, Millions of barrels
|
|||||||||||||||||||||||||||||||
Balance at 30 June 2017 |
3,4 | 1,7 | 0,6 | 5,7 | 1 139,7 | 122,4 | 1 262,1 | 193,4 | 1,7 | 20,9 | 216,0 | |||||||||||||||||||||||
Revisions |
(0,1 | ) | 1,1 | (0,2 | ) | 0,8 | 4,7 | (41,7 | ) | (37,0 | ) | 0,6 | 1,1 | (7,1 | ) | (5,4 | ) | |||||||||||||||||
Improved recovery |
(0,1 | ) | 0,1 | | | (18,8 | ) | 1,7 | (17,1 | ) | (3,2 | ) | 0,1 | 0,3 | (2,8 | ) | ||||||||||||||||||
Production |
(0,3 | ) | (1,1 | ) | (0,1 | ) | (1,5 | ) | (115,9 | ) | (19,2 | ) | (135,1 | ) | (19,6 | ) | (1,1 | ) | (3,3 | ) | (24,0 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at 30 June 2018 |
2,9 | 1,8 | 0,3 | 5,0 | 1 009,7 | 63,2 | 1 072,9 | 171,2 | 1,8 | 10,8 | 183,8 | |||||||||||||||||||||||
Revisions |
(0,3 | ) | 1,2 | (0,1 | ) | 0,8 | 50,2 | (8,7 | ) | 41,5 | 8,1 | 1,2 | (1,5 | ) | 7,8 | |||||||||||||||||||
Improved recovery |
| 0,2 | 0,1 | 0,3 | | 3,2 | 3,2 | | 0,2 | 0,6 | 0,8 | |||||||||||||||||||||||
Production |
(0,2 | ) | (1,2 | ) | (0,1 | ) | (1,5 | ) | (113,9 | ) | (16,3 | ) | (130,2 | ) | (19,2 | ) | (1,2 | ) | (2,8 | ) | (23,2 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at 30 June 2019 |
2,4 | 2,0 | 0,2 | 4,6 | 946,0 | 41,4 | 987,4 | 160,1 | 2,0 | 7,1 | 169,2 | |||||||||||||||||||||||
Revisions |
(1,2 | ) | | 0,4 | (0,8 | ) | (33,1 | ) | 30,5 | (2,6 | ) | (6,7 | ) | | 5,5 | (1,2 | ) | |||||||||||||||||
Improved recovery |
| 1,2 | | 1,2 | | | | | 1,2 | | 1,2 | |||||||||||||||||||||||
Production |
(0,2 | ) | (1,3 | ) | (0,2 | ) | (1,7 | ) | (112,4 | ) | (15,0 | ) | (127,4 | ) | (18,9 | ) | (1,3 | ) | (2,7 | ) | (22,9 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at 30 June 2020 |
1,0 | 1,9 | 0,4 | 3,3 | 800,5 | 56,9 | 857,4 | 134,5 | 1,9 | 9,9 | 146,3 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proved developed reserves |
||||||||||||||||||||||||||||||||||
At 30 June 2018 |
2,4 | 1,8 | 0,3 | 4,5 | 821,1 | 63,2 | 884,3 | 139,2 | 1,8 | 10,8 | 151,8 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 30 June 2019 |
1,9 | 1,8 | 0,1 | 3,8 | 750,0 | 38,2 | 788,2 | 126,9 | 1,8 | 6,5 | 135,2 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 30 June 2020 |
1,0 | 1,9 | 0,4 | 3,3 | 721,6 | 56,9 | 778,5 | 121,3 | 1,9 | 9,9 | 133,1 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proved undeveloped reserves |
||||||||||||||||||||||||||||||||||
At 30 June 2018 |
0,5 | | | 0,5 | 188,6 | | 188,6 | 32,0 | | | 32,0 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 30 June 2019 |
0,5 | 0,2 | 0,1 | 0,8 | 196,0 | 3,2 | 199,2 | 33,2 | 0,2 | 0,6 | 34,0 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At 30 June 2020 |
0,0 | | | 0,0 | 78,9 | | 78,9 | 13,2 | | | 13,2 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
G-4
Preparation of reserve estimates
To ensure E&PI's internal estimates of natural oil and gas reserves are appropriate, are accurately disclosed and are compliant with current Securities and Exchange Commission (SEC) regulations and Financial Accounting Standards Board (FASB) requirements, E&PI has established and maintains an estimation system comprising guidelines, procedures and standards, which are subject to review by suitably experienced independent external consultants, and a set of internal controls, which are in accordance with the requirements of the Sarbanes-Oxley Act of 2002. The internal controls cover, among other matters, the segregation of duties between the asset teams which prepare the reserve estimates and, the corporate reserves team which maintains the system and assures the estimates. The controls also include confirmation that the members of the corporate reserves team are appropriately qualified and experienced and that their compensation arrangements are not materially affected by the reserves.
The internal estimation process includes a review of all estimated future production rates and future capital and operating costs to ensure that the assumptions, data, methods and procedures are appropriate; a review of the technologies used in the process to determine reliability; and arrangements to validate the economic assumptions and to ensure that only accurate, complete and consistent data are used in the estimation of reserves.
The technical person within E&PI who is primarily responsible for overseeing the internal preparation of natural oil and gas reserves estimates is the E&PI Manager: Corporate Reserves and Resources. The incumbent is a Member of the Energy Institute, a Chartered Petroleum Engineer, holds a MA and MSc in Mathematics and has 41 years' experience in oil and gas exploration and production activities with 32 years' experience in reserves estimation.
The corporate authority accountable for the internal process, the control environment and the engagement of independent qualified reserves evaluators (if any) is the E&PI Hydrocarbon Resource Committee. For 2020, we
commissioned McDaniel & Associates Consultants Ltd, an independent petroleum engineering consulting firm based in Canada, to carry out an independent assessment of our reserve estimation in Canada as of 30 June 2020. McDaniel & Associates Consultants Ltd. does not have any direct or indirect financial interest in our company. The fees of McDaniel & Associates Consultants Ltd. are not contingent upon reported reserve estimates. Mr. Steven W. Carmichael and Mr. David G. Jenkinson, each a Vice President of McDaniel & Associates Consultants Ltd., are primarily responsible for the preparation of our reserve report. Mr. Steven W. Carmichael is a petroleum engineer and has in excess of 15 years of experience in oil and gas reservoir studies and evaluations. Mr. David G. Jenkinson is a petroleum geologist and has in excess of 10 years of experience in oil and gas reservoir studies and evaluations. For detailed information about our reserve estimates in Canada, please refer to the report of McDaniel & Associates Consultants Ltd. filed hereto as Exhibit 15.2 of this annual report.
The definitions of categories of natural oil and gas reserves used in this disclosure are consistent with those set forth in the Regulations:
Proved reserves of oil and gasThose quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically produciblefrom a given date forward, from known reservoirs under existing economic conditions, operating methods, and government regulationsprior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract hydrocarbons must be approved and must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. Additionally, Sasol requires that natural oil and gas reserves will be produced by a "project sanctioned by all internal and external parties".
G-5
Existing economic conditions define prices and costs at which economic producibility is to be determined. The price is the average sales price during the 12-month period prior to the ending date of the period covered by the report, determined as an un-weighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements. Future price changes are limited to those provided by contractual arrangements in existence at year-end. At the reporting date, product sales prices were determined by existing contracts for the majority of Sasol's natural oil and gas reserves. Costs comprise development and production expenditure, assessed in real terms, applicable to the reserves class being estimated. Depending upon the status of development proved reserves of oil and gas are subdivided into "Proved Developed Reserves" and "Proved Undeveloped Reserves".
Proved developed reservesThose proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods (or in which the cost of the required equipment is relatively minor compared to the cost of a new well) and through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
Proved undeveloped reservesThose proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required before production can commence.
Definitions of Changes to Proved Reserves
The definitions of the changes to Proved Reserves estimates used in this disclosure are consistent with FASB ASC 932-235-50-5.
TABLE 5STANDARDISED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED RESERVES
The standardised measures of discounted future net cash flows, relating to natural oil and
gas proved reserves for the last three years, are shown in the table below.
|
Natural Oil and Gas (Rand in millions) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mozambique |
Rest of
Africa(1) |
North
America(1) |
Total | |||||||||
Year ended 30 June 2018 |
|||||||||||||
Future cash inflows |
28 163,3 | 1 604,4 | 1 579,9 | 31 347,6 | |||||||||
Future production costs |
(7 010,9 | ) | (1 297,9 | ) | (2 192,0 | ) | (10 500,8 | ) | |||||
Future development costs |
(5 478,2 | ) | (481,8 | ) | (1 732,8 | ) | (7 692,8 | ) | |||||
Future income taxes |
(6 117,0 | ) | (156,9 | ) | (0,0 | ) | (6 273,9 | ) | |||||
| | | | | | | | | | | | | |
Undiscounted future net cash flows |
9 557,2 | (332,2 | ) | (2 344,9 | ) | 6 880,1 | |||||||
10% annual discount for timing of estimated cash flows |
(2 679,9 | ) | 95,4 | 787,5 | (1 797,0 | ) | |||||||
| | | | | | | | | | | | | |
Standardised measure of discounted future net cash flows |
6 877,3 | (236,8 | ) | (1 557,4 | ) | 5 083,1 | |||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Year ended 30 June 2019 |
|||||||||||||
Future cash inflows |
32 123,0 | 2 066,2 | 1 088,3 | 35 277,5 | |||||||||
Future production costs |
(6 462,7 | ) | (1 541,2 | ) | (1 167,3 | ) | (9 171,2 | ) | |||||
Future development costs |
(5 451,1 | ) | (764,8 | ) | (1 143,0 | ) | (7 358,9 | ) | |||||
Future income taxes |
(7 612,7 | ) | (132,0 | ) | 0,0 | (7 744,7 | ) | ||||||
| | | | | | | | | | | | | |
Undiscounted future net cash flows |
12 596,5 | (371,8 | ) | (1 222,0 | ) | 11 002,7 | |||||||
10% annual discount for timing of estimated cash flows |
(3 543,2 | ) | 146,4 | 365,5 | (3 031,3 | ) | |||||||
| | | | | | | | | | | | | |
Standardised measure of discounted future net cash flows |
9 053,3 | (225,4 | ) | (856,5 | ) | 7 971,4 | |||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Year ended 30 June 2020 |
|||||||||||||
Future cash inflows |
28 517,7 | 1 771,4 | 1 552,2 | 31 841,3 | |||||||||
Future production costs |
(9 054,8 | ) | (1 338,3 | ) | (2 592,2 | ) | (12 985,3 | ) | |||||
Future development costs |
(6 173,6 | ) | (733,6 | ) | (1 100,0 | ) | (8 007,2 | ) | |||||
Future income taxes |
(5 675,0 | ) | (112,2 | ) | 0,0 | (5 787,2 | ) | ||||||
| | | | | | | | | | | | | |
Undiscounted future net cash flows |
7 614,3 | (412,7 | ) | (2 140,0 | ) | 5 061,6 | |||||||
10% annual discount for timing of estimated cash flows |
(889,5 | ) | 138,6 | 1 136,8 | 385,9 | ||||||||
| | | | | | | | | | | | | |
Standardised measure of discounted future net cash flows |
6 724,8 | (274,1 | ) | (1 003,2 | ) | 5 447,5 | |||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
In Canada for our Farrell Creek and Cypress A asset and in Gabon for our Etame Marin Permit asset, the undiscounted future net cash flows are negative as a result of future production and development costs which are not directly related to future production from the asset or dependent upon the continuation of production and will be incurred even in the event of no future production. These are asset retirement costs and, for the Farrell Creek and Cypress A asset, contractually committed costs including partnership overhead charges. For both assets these costs are fully responsible for the negative future cash flow.
In Canada, the cost of unused gas transportation capacity is included in production
G-6
costs. We market the unused capacity on an ad hoc basis and although such marketing has been successful in the past, no future revenue from this marketing is included in the calculation of the standardised measure of discounted future net cash flows.
Standardised measure of discounted future net cash flows
The standardised measure of discounted future net cash flows, relating to the proved reserves in the table above, are calculated in accordance with the requirements of FASB ASC Section 932-235. Future cash inflows are computed by applying the prices used in estimating proved reserves to the year-end quantities of those reserves. Future development and production costs are computed by applying the costs used in estimating proved reserves. Future income taxes are computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pre-tax net cash flows relating to the reserves, less the tax basis of the properties involved. The future income tax expenses therefore give effect to the tax deductions, tax credits and allowances relating to the reserves.
Discounted future net cash flows are the result of subtracting future development and production costs and future income taxes from the cash inflows. A discount rate of 10 percent a year is applied to reflect the timing of the future net cash flows relating to the reserves.
The information provided here does not represent management's estimate of the expected future cash flows or value of the properties. Estimates of reserves are imprecise and will change over time as new information becomes available. Moreover, probable and possible reserves along with other classes of resources, which may become proved reserves in the future, are excluded from the calculations. The valuation prescribed under FASB ASC Section 932 requires assumptions as to the timing and amount of future development and production costs. The calculations are made as of 30 June each year and should not be relied upon as an indication of the company's future
cash flows or value of natural oil and gas reserves.
TABLE 6CHANGES IN THE STANDARDISED MEASURE OF DISCOUNTED NET CASH FLOWS
The changes in standardised measure of discounted future net cash flows, relating to the Proved Reserves are shown in the table below.
|
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|
| Natural Oil and Gas (Rand in millions) | |
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
| Mozambique | |
Rest of
Africa(1) |
|
North
America(1) |
| Total | |
|
||||||||||
Present value at 30 June 2017 |
| | | 5 387,8 | | | | (588,5 | ) | | | (137,9 | ) b | | 4 661,4 | | ||||||
Net changes for the year |
| | | 1 489,5 | | | | 351,7 | | | | (1 419,5 | ) | | 421,7 | | ||||||
| | | | | | | | | | | | | ||||||||||
Sales and transfers of oil and gas produced net of production costs |
| | | (2 595,6 | ) | | | (408,6 | ) | | | (215,5 | ) | | (3 219,7 | ) | ||||||
Development costs incurred |
| | | 862,9 | | | | 80,5 | | | | 96,4 | | | 1 039,8 | | ||||||
Net change due to current reserves estimates from: |
| | | | | | | | | | | | ||||||||||
(Reduced)/improved recovery |
| | | (226,5 | ) | | | 53,8 | | | | 15,9 | | | (156,8 | ) | ||||||
Revisions |
| | | (82,4 | ) | | | 807,0 | | | | (339,8 | ) | | 384,8 | | ||||||
Net changes in prices and costs related to future production |
| | | 2 923,9 | | | | (115,8 | ) | | | (614,1 | ) | | 2 194,0 | | ||||||
Changes in estimated future development costs |
| | | (112,5 | ) | | | 50,7 | | | | (342,8 | ) | | (404,6 | ) | ||||||
Accretion of discount |
| | | 869,5 | | | | (49,3 | ) | | | (13,8 | ) | | 806,4 | | ||||||
Net change in income tax |
| | | (642,4 | ) | | | (38,7 | ) | | | (0,0 | ) | | (681,1 | ) | ||||||
Net change due to exchange rate |
| | | 492,6 | | | | (27,9 | ) | | | (5,8 | ) | | 458,9 | | ||||||
| | | | | | | | | | | | | ||||||||||
Present value at 30 June 2018 |
| | | 6 877,3 | | | | (236,8 | ) | | | (1 557,4 | ) | | 5 083,1 | | ||||||
| | | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | | ||||
Net changes for the year |
| | | 2 176,0 | | | | 11,4 | | | | 700,9 | | | 2 888,3 | | ||||||
| | | | | | | | | | | | | ||||||||||
Sales and transfers of oil and gas produced net of production costs |
| | | (3 255,8 | ) | | | (618,3 | ) | | | (200,2 | ) | | (4 074,3 | ) | ||||||
Development costs incurred |
| | | 508,6 | | | | 56,3 | | | | 1 024,0 | | | 1 588,9 | | ||||||
Net change due to current reserves estimates from: |
| | | | | | | | | | | | ||||||||||
Improved recovery |
| | | 316,2 | | | | 160,8 | | | | 62,8 | | | 539,8 | | ||||||
Revisions |
| | | (55,5 | ) | | | 999,5 | | | | (14,0 | ) | | 930,0 | | ||||||
Net changes in prices and costs related to future production |
| | | 4 408,3 | | | | (392,4 | ) | | | 458,1 | | | 4 474,0 | | ||||||
Changes in estimated future development costs |
| | | (113,1 | ) | | | (203,4 | ) | | | (424,6 | ) | | (741,1 | ) | ||||||
Accretion of discount |
| | | 1 082,7 | | | | (10,2 | ) | | | (155,7 | ) | | 916,8 | | ||||||
Net change in income tax |
| | | (1 021,9 | ) | | | 22,0 | | | | (0,0 | ) | | (999,9 | ) | ||||||
Net change due to exchange rate |
| | | 306,5 | | | | (2,9 | ) | | | (49,5 | ) | | 254,1 | | ||||||
| | | | | | | | | | | | | ||||||||||
Present value at 30 June 2019 |
| | | 9 053,3 | | | | (225,4 | ) | | | (856,5 | ) | | 7 971,4 | | ||||||
| | | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | | ||||
Net changes for the year |
| | | (2 328,5 | ) | | | (48,7 | ) | | | (146,7 | ) | | (2 523,9 | ) | ||||||
| | | | | | | | | | | | | ||||||||||
Sales and transfers of oil and gas produced net of production costs |
| | | (3 700,5 | ) | | | (570,6 | ) | | | (45,3 | ) | | (4 316,4 | ) | ||||||
Development costs incurred |
| | | 692,3 | | | | 492,6 | | | | 107,6 | | | 1 292,5 | | ||||||
Net change due to current reserves estimates from: |
| | | | | | | | | | | | ||||||||||
Improved recovery |
| | | 0,0 | | | | 910,9 | | | | 0,0 | | | 910,9 | | ||||||
Revisions |
| | | (1 771,4 | ) | | | 28,0 | | | | 521,0 | | | (1 222,4 | ) | ||||||
Others |
| | | 0,0 | | | | 0,0 | | | | (29,1 | ) | | (29,1 | ) | ||||||
Net changes in prices and costs related to future production |
| | | (3 369,9 | ) | | | (589,7 | ) | | | (1 058,4 | ) | | (5 018,0 | ) | ||||||
Changes in estimated future development costs |
| | | (21,5 | ) | | | (294,5 | ) | | | 522,5 | | | 206,5 | | ||||||
Accretion of discount |
| | | 1 402,5 | | | | (11,3 | ) | | | (92,9 | ) | | 1 298,3 | | ||||||
Net change in income tax |
| | | 884,5 | | | | 14,5 | | | | (0,0 | ) | | 899,0 | | ||||||
Net change due to exchange rate |
| | | 3 555,5 | | | | (28,6 | ) | | | (72,1 | ) | | 3 454,8 | | ||||||
| | | | | | | | | | | | | ||||||||||
Present value at 30 June 2020 |
| | | 6 724,8 | | | | (274,1 | ) | | | (1 003,2 | ) | | 5 447,5 | | ||||||
| | | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | |
G-7
SYNTHETIC OIL
TABLE 1COSTS INCURRED FOR PROPERTY ACQUISITION, EXPLORATION, AND DEVELOPMENT ACTIVITIES
The table below provides the costs incurred during the year in synthetic oil property acquisition, exploration and development activities, whether capitalised or charged to income directly.
|
Synthetic oilSouth Africa
(Rand in millions) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Year ended 30 June
|
2020 | 2019 | 2018 | |||||||
Acquisition of proved properties |
6,0 | 6,4 | 667,0 | |||||||
Acquisition of unproved properties |
| 15,9 | | |||||||
Exploration |
95,6 | 141,5 | 94,0 | |||||||
Development |
2 015,2 | 2 128,6 | 2 361,6 | |||||||
| | | | | | | | | | |
Total costs incurred |
2 116,8 | 2 292,5 | 3 122,6 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
TABLE 2CAPITALISED COSTS RELATING TO SYNTHETIC OIL ACTIVITIES
The table below summarises the aggregate amount of property, plant and equipment and intangible assets relating to synthetic oil and production activities, and the aggregate amount of the related depreciation and amortisation.
|
|
Synthetic oilSouth Africa
(Rand in millions) |
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Year ended 30 June
|
|
2020 | 2019 | 2018 |
|
||||||||
Proved properties |
112 446,4 | 110 172,8 | 102 961,8 | ||||||||||
| | | | | | | | | | | | | |
Producing wells and equipment |
111 754,1 | 109 522,8 | 102 311,8 | ||||||||||
Non-producing wells and equipment |
692,3 | 650,0 | 650,0 | ||||||||||
| | | | | | | | | | | | | |
Unproved properties |
122,0 | 323,0 | | ||||||||||
| | | | | | | | | | | | | |
Capitalised costs |
112 568,4 | 110 495,8 | 102 961,8 | ||||||||||
Accumulated depreciation, amortisation and valuation allowances |
(47 337,2 | ) | (35 553,9 | ) | (32 403,7 | ) | |||||||
| | | | | | | | | | | | | |
Net book value |
65 231,2 | 74 941,9 | 70 558,1 | ||||||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
TABLE 3RESULTS OF OPERATIONS FOR SYNTHETIC OIL ACTIVITIES
The results of operations for synthetic oil activities are summarised in the table below.
|
Synthetic oilSouth Africa
(Rand in millions) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Year ended 30 June
|
2020 | 2019 | 2018 | |||||||
Sales to unaffiliated parties |
| | | |||||||
Transfers to affiliated parties |
39 062,1 | 48 961,9 | 40 289,6 | |||||||
| | | | | | | | | | |
Total revenues |
39 062,1 | 48 961,9 | 40 289,6 | |||||||
Production costs |
(23 518,3 | ) | (23 886,4 | ) | (20 679,6 | ) | ||||
Foreign currency translation gains |
(1 618,8 | ) | (135,4 | ) | 7,7 | |||||
Exploration expenses |
(25,8 | ) | (41,0 | ) | (18,0 | ) | ||||
Depreciation, amortisation and valuation provisions |
(14 835,7 | ) | (6 804,9 | ) | (5 927,7 | ) | ||||
| | | | | | | | | | |
Operating (loss)/profit |
(936,5 | ) | 18 094,2 | 13 672,0 | ||||||
Tax |
316,2 | (2 722,7 | ) | (2 517,1 | ) | |||||
| | | | | | | | | | |
Results of operations |
(620,3 | ) | 15 371,5 | 11 154,9 | ||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
TABLE 4PROVED RESERVE QUANTITY INFORMATION
Proved reserves
The table below summarises proved developed and proved undeveloped reserves of synthetic oil as at 30 June, for the last three years. As at 30 June 2020, the total proved reserve estimate for synthetic oil is 1 171,6 million barrels in oil equivalent terms.
|
Synthetic oilSouth Africa
(Millions of barrels) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
2020 | 2019 | 2018 | |||||||
Opening balance |
1 199,9 | 1 223,2 | 980,5 | |||||||
Revisions |
| (2,9 | ) | 8,8 | ||||||
Extensions/discoveries |
8,2 | 20,8 | 276,6 | |||||||
Production |
(36,5 | ) | (41,2 | ) | (42,7 | ) | ||||
| | | | | | | | | | |
Balance at 30 June |
1 171,6 | 1 199,9 | 1 223,2 | |||||||
| | | | | | | | | | |
Proved developed reserves |
1 171,6 | 1 199,9 | 1 223,2 | |||||||
| | | | | | | | | | |
Proved undeveloped reserves |
| | | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
G-8
TABLE 5STANDARDISED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED RESERVES
|
Synthetic oilSouth Africa
(Rand in millions) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Year ended 30 June
|
2020 | 2019 | 2018 | |||||||
Future cash inflows |
929 728,0 | 1 159 985,9 | 978 647,5 | |||||||
Future production costs |
(612 976,2 | ) | (532 035,3 | ) | (505 577,9 | ) | ||||
Future development costs |
(279 245,2 | ) | (257 706,9 | ) | (230 371,6 | ) | ||||
Future income taxes |
(24 805,3 | ) | (123 131,9 | ) | (84 408,9 | ) | ||||
| | | | | | | | | | |
Undiscounted future net cash flows |
12 701,3 | 247 111,8 | 158 289,1 | |||||||
10% annual discount for timing of estimated cash flows |
(14 173,4 | ) | (161 805,5 | ) | (107 701,8 | ) | ||||
| | | | | | | | | | |
Standardised measure of discounted future net cash flows |
(1 472,1 | ) | 85 306,3 | 50 587,3 | ||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
The standardised measure of discounted future net cash flows, relating to the proved reserves in the table above, are calculated in accordance with the requirements of FASB ASC Section 932-235.
It is anticipated that Sasol will enter into a significant arrangement shortly after the 2020 financial year-end where all of its oxygen trains at its Secunda facility will be sold to Air Liquide. The future impact on earnings, capital expenditure and carrying values are not included in the tables above as per the publicised regulations.
TABLE 6CHANGES IN THE STANDARDISED MEASURE OF DISCOUNTED NET CASH FLOWS
|
|
Synthetic oilSouth Africa
(Rand in millions) |
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
2020 | 2019 | 2018 |
|
||||||||
Present valueopening balance |
85 306,1 | 50 587,1 | 18 144,8 | ||||||||||
Net changes for the year |
(86 778,5 | ) | 34 719,0 | 32 442,3 | |||||||||
| | | | | | | | | | | | | |
Sales and transfers of oil and gas produced net of production costs |
(15 543,8 | ) | (25 075,5 | ) | (19 610,0 | ) | |||||||
Development costs incurred |
8 005,5 | 11 238,6 | 9 618,4 | ||||||||||
Net change due to current reserves estimates from: |
|||||||||||||
Improved recovery |
| | | ||||||||||
Commercial arrangements |
| | | ||||||||||
Revisions |
228,6 | 112,1 | (7 351,7 | ) | |||||||||
Extensions |
736,1 | 2 493,1 | 39 341,0 | ||||||||||
Net changes in prices and costs related to future production |
(162 940,7 | ) | 24 614,8 | 59 665,2 | |||||||||
Changes in estimated future development costs |
(3 433,3 | ) | (16 204,1 | ) | (11 890,8 | ) | |||||||
Accretion of discount |
7 745,8 | 4 670,8 | 1 522,2 | ||||||||||
Net change in income tax |
39 488,5 | (11 950,9 | ) | (13 973,1 | ) | ||||||||
Net change due to exchange rate |
38 934,8 | 44 820,1 | (24 878,9 | ) | |||||||||
| | | | | | | | | | | | | |
Present value at 30 June |
(1 472,4 | ) | 85 306,1 | 50 587,1 | |||||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Significant changes since the previous reporting period pertain to the decrease in the oil price, the introduction of Carbon Tax by the South African government, the impact of IFRS 16 on operating cost and the change of the cost allocation principles of ammonia in the Synfuels business.
Standardised measure of discounted future net cash flows
The standardised measure of discounted future net cash flows, relating to the proved reserves in the table above, are calculated in accordance with the requirements of FASB ASC Section 932-235. Future cash inflows are computed by applying the prices used in estimating proved reserves to the year-end quantities of those reserves. Future development and production costs are computed by applying the costs used in estimating proved reserves. Future income taxes are computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pre-tax net cash flows relating to the reserves, less the tax basis of the properties involved. The future income tax expenses therefore give effect to the tax deductions, tax credits and allowances relating to the reserves.
Discounted future net cash flows are the result of subtracting future development and production costs and future income taxes from the cash inflows. A discount rate of 10 percent a year is applied to reflect the timing of the future net cash flows relating to the reserves. The information provided here does not represent management's estimate of the expected future cash flows or value of the properties. Estimates of reserves are imprecise and will change over time as new information becomes available. Moreover, probable and possible reserves along with other classes of resources, which may become proved reserves in the future, are excluded from the calculations. The valuation prescribed under FASB ASC Section 932 requires assumptions as to the timing and amount of future development and production costs. The calculations are made as of 30 June each year and should not be relied upon as an indication of the companies' future cash flows or value of synthetic oil reserves.
G-9
H-1
M-1
M-2
M-3
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
SASOL LIMITED | ||||
|
|
By: |
|
/s/ FLEETWOOD GROBLER |
Date: 24 August 2020 |
Fleetwood Grobler
President and Chief Executive Officer |
Exhibit 1.1
Republic of South Africa
Companies Act, 2008
MEMORANDUM OF INCORPORATION
Name of company: Sasol Limited
Registration No.: 1979/003231/06
This MOI was adopted by Special Resolution passed on 30 November 2012 in substitution for the existing memorandum of incorporation of the Company.(1)
(1) Amended by a Special Resolution of the Shareholders of Sasol Limited on 16 November 2018, and 27 November 2019.
|
|
[/s/ M M L Mokoka |
|
Company Secretary: Sasol Limited] |
1. INTERPRETATION
In this MOI, -
1.1. words that are defined in the Companies Act (which are contained in Schedule 3 for easy reference but which do not form part of this MOI for purposes of interpretation) but not defined in this MOI will bear the same meaning in this MOI as in the Companies Act read where necessary with definitions in the Listings Requirements. For ease of reading, such terms have been capitalised in this MOI;
1.2. unless the context otherwise requires
1.2.1. Companies Act means the Companies Act, 2008, as amended or any legislation which replaces it;
1.2.2. Company means Sasol Limited (or by whatever other name it may be known from time to time), registration number 1979/003231/06, being a pre-existing Public Company incorporated under the Companies Act, 1973;
1.2.3. Company Secretary means the secretary of the Company appointed in terms of section 86 as contemplated in clause 32;
1.2.4. Deliver means deliver in the manner in which the Company is entitled to give notice or deliver documents in accordance with clause 35 (Notices), the Companies Act and the Regulations;
1.2.5. Electronic Address means any address or contact number furnished to the Company by the Holder or holder of Beneficial Interests in the Securities of the Company to which the Company can send Electronic Communication;
1.2.6. Equity Securities means equity securities as defined in the Listings Requirements;
1.2.7. Holder means the registered holder of Securities;
1.2.8. Ineligible or Disqualified means ineligible or disqualified as contemplated in the Companies Act (a list of which is in Schedule 4 for easy reference but which does not form part of this MOI for purposes of interpretation) or as contemplated in clause 23.1.11 which shall apply not only to Directors and Alternate Directors but also to members of Board committees and members of Audit committees and Prescribed Officers and the Company Secretary;
|
|
[/s/ M M L Mokoka |
|
Company Secretary: Sasol Limited] |
1.2.9. JSE means the exchange operated by JSE Limited, (Registration No. 2005/022939/06) (or any other name by which it may be known in the future) or its successor body;
1.2.10. Listings Requirements means the listings requirements of the JSE from time to time;
1.2.11. MOI means this Memorandum of Incorporation;
1.2.12. Ordinary Share means no par value ordinary Shares in the Companys Share capital, listed on the JSE;
1.2.13. Participant means a depository institution accepted by a Central Securities Depository as a participant in the Securities Services Act;
1.2.14. Preferred Ordinary Share means no par value Shares in the Companys Share capital designated as Preferred Ordinary Shares having the rights, privileges and conditions set out in clause 39;
1.2.15. Regulations means regulations published pursuant to the Companies Act from time to time;
1.2.16. Sasol BEE Ordinary Shares means no par value Shares in the CompanysShare capital designated as Sasol BEE Ordinary Shares, having the rights, privileges and restrictions set out in clauses 40 to 47, if the Election is not exercised or a Holders exercise of the Election is void for any reason, or clause 47A.2, if the Election is exercised and/or if a Holder acquires Sasol BEE Ordinary Shares after the SOLBE1 Redesignation Date whether as a consequence of a new issue, or a transfer, of Sasol BEE Ordinary Shares;
1.2.17. Securities Services Act means the Securities Services Act, 2004;
1.2.17A SOLBE1 Redesignation Date means the date on which Sasol BEE Ordinary Shares held by Holders who do not exercise the Election or whose exercise of the Election is void for any reason, are automatically re-designated as Ordinary Shares;
1.2.18. Uncertificated Securities means securities as defined in the Securities Services Act which are by virtue of the Companies Act transferable without a written instrument and are not evidenced by a certificate;
|
|
[/s/ M M L Mokoka |
|
Company Secretary: Sasol Limited] |
1.2.19. Writing includes Electronic Communication but as regards any Holder entitled to vote, only to the extent that such Holder has notified the Company of an Electronic Address and Written shall be construed accordingly;
1.3. any reference to an enactment is to that enactment as at the date on which this MOI is adopted and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment. Any reference to a particular section in an enactment is to that section as at the date on which this MOI is adopted, and as amended or re-enacted from time to time and/or an equivalent measure in an enactment, provided that if as a result of such amendment or re-enactment, the specific requirements of a section referred to in this MOI are changed, the relevant provision of this MOI shall be read also as if it had been amended as necessary, without the necessity for an actual amendment;
1.4. to the extent that any provisions of this MOI are based on any unalterable provisions of the Companies Act or the Regulations and any of those unalterable provisions are amended, the Board is authorised to amend this MOI to reflect such amendments (which amendments will apply to the Company by operation of law), in addition to its rights to amend the MOI in terms of section 17, and in so doing eliminate the risk that if there is a conflict between any provision of this MOI and the unalterable provisions of the Companies Act or the Regulations, as amended, the relevant provision of this MOI will be void to the extent that it contravenes, or is inconsistent with the amended unalterable provisions of the Companies Act or the Regulations, as the case may be;
1.5. if any of the provisions of this MOI have been included as a consequence of the Companys obligations under the Listings Requirements and the JSE
1.5.1. amends and relaxes any of those Listings Requirements, this MOI shall be read with reference to such relaxed standard/s;
1.5.2. deletes any of those Listings Requirements, this MOI shall be read as if those provisions of the MOI had been deleted;
1.6. references to Holders represented by proxy shall include Holders entitled to vote represented by an agent appointed under a general or special power of attorney;
1.7. references to Holders entitled to vote Present at a Meeting or acting in Person shall include Juristic Persons represented by a duly authorised representative or acting in the manner prescribed in the Companies Act;
1.8. all references to section/s in this MOI refer to the sections of the Companies Act unless the context indicates otherwise;
|
|
[/s/ M M L Mokoka |
|
Company Secretary: Sasol Limited] |
1.9. the headings are for reference purposes only and shall not affect the interpretation of this MOI;
1.10. words in the singular number shall include the plural, and words in the plural number shall include the singular, words importing the masculine gender shall include the female gender, and words importing Persons shall include created entities (corporate or not);
1.11. if any term is defined within the context of any particular clause in the MOI, 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 MOI, notwithstanding that that term has not been defined in this interpretation provision;
1.12. save to the extent that item 4(4) of Schedule 5 may permit this MOI to prevail, if the provisions of this MOI are in any way inconsistent with the provisions of the Companies Act, the provisions of the Companies Act shall prevail, and this MOI shall be read in all respects subject to the Companies Act;
1.13. in respect of the Preferred Ordinary Shares, if there is a conflict between the rights, privileges and restrictions set out in clause 39 applicable to the Preferred Ordinary Shares and the remainder of this MOI, the provisions of clause 39 will prevail;
1.14. in respect of the Sasol BEE Ordinary Shares, if there is a conflict between the rights, privileges and restrictions set out in
1.14.1. clauses 40 to 47 applicable to the Sasol BEE Ordinary Shares if the Election is not exercised or a Holders exercise of the Election is void for any reason, and the remainder of this MOI, the provisions of clauses 40 to 47 will prevail; or
1.14.2. clause 47A.2 applicable to the Sasol BEE Ordinary Shares if the Election is exercised and/or if a Holder acquires Sasol BEE Ordinary Shares after the SOLBE1 Redesignation Date whether as a consequence of a new issue, or a transfer, of Sasol BEE Ordinary Shares, and the remainder of this MOI, the provisions of clause 47A.2 will prevail;
1.15. the rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply to this MOI;
1.16. if and for so long as the Company might be a Wholly-owned Subsidiary, nothing shall be read or interpreted as removing or restricting the rights granted to such a company in terms of section 57(2).
|
|
[/s/ M M L Mokoka |
|
Company Secretary: Sasol Limited] |
2. CALCULATION OF BUSINESS DAYS
When a particular number of Business Days is provided for between the happening of one event and another, the number of days must be calculated by
2.1. excluding the day on which the first such event occurs;
2.2. including the day on or by which the second event is to occur; and
2.3. excluding any public holiday (gazetted in South Africa from time to time), Saturday or Sunday that falls on or between the days contemplated in clauses 2.1 and 2.2 respectively.
3. PUBLIC COMPANY
The Company is a Public Company as it is not a Private Company or a State-Owned Company or a Personal Liability Company.
4. POWERS AND CAPACITY OF THE COMPANY
4.1. The Company has the powers and capacity of an Individual.
4.2. No Special Resolution may be put to Holders to ratify any action by the Company or the Directors that is inconsistent with any limit, restriction or qualification regarding the purposes, powers or activities of the Company, or the authority of the Directors to perform an act on behalf of the Company, if that action was contrary to the Listings Requirements, unless otherwise agreed with the JSE.
4.3. Notwithstanding the omission from this MOI of any provision to that effect, the Company may do anything which the Companies Act and the Listings Requirements empower it to do if so authorised by its MOI.
4.4. The following corporate actions shall be undertaken in accordance with the Listings Requirements
4.4.1. issues of Securities (including options) for cash;
4.4.2. repurchases of Securities; and
4.4.3. alterations of authorised Securities and rights attaching to classes of Securities.
5. AMENDMENTS TO THE MOI
5.1. Save for correcting errors substantiated as such from objective evidence or which are self evident errors (including, but without limitation ejusdem generis, spelling, punctuation,
|
|
[/s/ M M L Mokoka |
|
Company Secretary: Sasol Limited] |
reference, grammar or similar defects) in the MOI, which the Board is empowered to do, and the circumstances contemplated in clauses 1.4 and 1.5, all other amendments of the MOI shall be effected in accordance with section 16(1) and a Special Resolution passed by the relevant Holders.
5.2. If errors in the MOI are corrected as referred to in clause 5.1, the Board shall either:
5.2.1. publish a copy of any such correction effected by the Board on the Companys website; or
5.2.2. furnish Shareholders with Written notice of such correction effected by the Board,
within 14 (fourteen) days after filing the notice of alteration with the Commission.
6. THE MAKING OF RULES
The Directors power to make, amend or repeal Rules as contemplated in section 15(3) is prohibited.
7. AUTHORISED SECURITIES, PREFERENCES, RIGHTS AND OTHER SHARE TERMS
7.1. The Company is authorised to issue:
7.1.1. 1 127 690 590 (one billion one hundred and twenty seven million six hundred and ninety thousand five hundred and ninety) Ordinary Shares of no par value (which includes Ordinary Shares already issued at any time), each Ordinary Share having associated with it 1 (one) vote as contemplated in clauses 20.5.7 and 20.5.8, which shall have Voting Rights in respect of every matter that may be decided by voting and which shall rank after all other classes of Shares in the Company which do not rank pari passu with the Ordinary Shares as regards Distributions, but save as aforesaid shall be entitled to receive the net assets of the Company upon its liquidation;
7.1.2. 28 385 646 (twenty eight million three hundred and eighty five thousand six hundred and forty six) Preferred Ordinary Shares of no par value (which includes Preferred Ordinary Shares already issued at any time) which shall have the rights, privileges and restrictions set out in clause 39;
7.1.3. 158 331 335 (one hundred and fifty eight million three hundred and thirty one thousand three hundred and thirty five) Sasol BEE Ordinary Shares of no parvalue (which includes Sasol BEE Ordinary Shares already issued at any time) which shall have the rights, privileges and restrictions set out in clauses 40 to 47 as regards those in respect of which the Election is not
|
|
[/s/ M M L Mokoka |
|
Company Secretary: Sasol Limited] |
exercised or not validly exercised, and clause 47A.2 as regards those which do not redesignate on the SOLBE1 Redesignation Date.
7.2. The Board shall not have the power to amend the authorisation (including increasing or decreasing the number) and classification of Shares (including determining rights, limitations and preferences) as contemplated in section 36(2)(b) or 36(3), unless any amendment to the authorisation and classification of Shares has been approved by Special Resolution.
7.3. Preferences, rights, limitations or other terms of any class of Shares may not be varied in response to any objectively ascertainable external fact or facts as contemplated in sections 37(6) and (7) and no resolution may be proposed to Shareholders to include in the rights attaching to any Shares the variation of the preferences, rights, limitations or other terms attaching to those Shares in response to any objectively ascertainable external fact or facts.
7.4. All Securities of a class shall rank pari passu in all respects.
7.5. No rights, privileges or conditions for the time being attached to any class of Securities of the Company nor any interests of that class of Securities may (unless otherwise provided by the terms of issue of the Securities of that class) whether or not the Company is being wound up, be varied in any manner adverse to the Holders of that class of Securities, nor may any variations be made to the rights, privileges or conditions of any class of Securities, such that the interests of another class of Securities is adversely affected unless, the consent in Writing of the Holders of not less than 75% (seventy five per cent) of the issued Securities of that adversely affected class has been obtained, or a Special Resolution has been passed by the Holders of that adversely affected class of Securities with the support of more than 75% (seventy five per cent) of the Voting Rights exercised on the Special Resolution at a separate meeting of the Holders of that class. The provisions of this MOI relating to Shareholders Meetings shall mutatis mutandis apply to any such separate meeting except that
7.5.1. the necessary quorum shall be 3 (three) Holders Present at the Shareholders Meeting entitled to Exercise at least 50% (fifty per cent) of the Voting Rights on that matter, at the time the matter is called on the agenda; and
7.5.2. if at any adjourned meeting of such Holders, the required quorum contemplated in clause 7.5.1 is not present, those Persons entitled to vote who are Present at the Shareholders Meeting shall be a quorum; or
7.5.3. in the case of Preferred Ordinary Shares, the provisions of clause 39.8.3 shall apply.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
7.6. Notwithstanding any implication in this MOI to the contrary, the Board may not authorise any financial assistance by the Company in connection with the subscription for or purchase of its Securities or those of a Related or Inter-Related company without complying with section 44(3).
8. AUTHORITY TO ISSUE SECURITIES
8.1. The Board shall not have the power to issue authorised Securities (other than as contemplated in clause 8.4) without the prior approval contemplated in clause 8.2 and the approval of the JSE (where necessary).
8.2. As regards the issue of
8.2.1. Shares contemplated in sections 41(1) and (3) or as contemplated in Listings Requirement 5.50, the Board shall not have the power to allot or issue same without the prior approval of a Special Resolution;
8.2.2. Shares, other than those contemplated in clause 8.2.1, and other Securities including options in respect thereof, the Board shall not have the power to allot or issue same without the prior approval of an Ordinary Resolution,
provided that such issue has been approved by the JSE. No special privileges may be granted to secured and unsecured debt instruments as contemplated in section 43(3).
8.3. Any such approval in terms of clause 8.2, may be in the form of a general authority to the Directors, whether conditional or unconditional, to allot or issue any such Securities contemplated in clauses 8.1 and 8.2.2 in their discretion, or in the form of a specific authority in respect of any particular allotment or issue of such Securities contemplated in clauses 8.2.1 and 8.2.2. Such authority shall endure for the period provided in the Ordinary or Special Resolution in question but may be revoked by Ordinary Resolution or Special Resolution, as the case may be, at any time.
8.4. The Shareholders may approve by Ordinary Resolution for the Board to issue, or the Board (without the prior approval of an Ordinary Resolution) may issue, capitalisation Shares or offer a cash payment in lieu of awarding a capitalisation Share in accordance with section 47.
8.5. No Shares of a class which is listed may be issued other than as fully paid.
8.6. If the Shareholders at any time approve the establishment of a Share incentive scheme that approval constitutes authority given to the Board to issue Shares pursuant to such scheme,subject to any maximum ceiling on the number of Shares to be issued imposed by the
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
Shareholders in approving the scheme. A Special Resolution is required to approve a Share incentive scheme that does not constitute an Employee Share Scheme.
9. PRE-EMPTION ON ISSUE OF EQUITY SECURITIES
9.1. Equity Securities in the Company which are authorised but unissued and which are intended to be issued for cash, shall be offered to the existing Holders by way of a rights offer pro rata to the Voting Power of that Shareholders Voting Rights immediately before the offer was made, with a reasonable time allowed to subscribe, unless -
9.1.1. the approvals contemplated in clause 8.1 have been obtained;
9.1.2. a capitalisation issue, an issue for an acquisition of assets (including another company) or an issue for the purposes of an Amalgamation or Merger, is to be undertaken;
9.1.3. the Equity Securities are to be issued in terms of option or Conversion rights;
9.1.4. the Equity Securities are to be issued to an approved Share incentive scheme,
provided that if any fraction of an Equity Security will have to be issued, that allocation of Equity Securities will be rounded down to the nearest whole number (unless the JSE has granted a ruling to permit otherwise) resulting in an allocation of a whole Equity Security and a cash payment for the fraction as determined in terms of the Listings Requirements..
9.2. After the expiration of the time within which the offer may be accepted, or on the receipt of an intimation from the Person to whom the offer is made that he declines to accept the Equity Securities offered, the Board may, subject to clause 9.1, issue such Equity Securities in such manner as they think most beneficial to the Company.
10. CERTIFICATES EVIDENCING ISSUED SECURITIES, UNCERTIFICATED SECURITIES AND SECURITIES REGISTER
10.1. The Securities issued by the Company may either be certificated (that is evidenced by a certificate) or uncertificated in which case the Company must not issue certificates evidencing or purporting to evidence title to those Securities. When any new Securities are to be issued by the Company, the subscriber shall, subject to the Companies Act, be entitled to elect whether all or part of the Securities offered to him shall be in certificated or uncertificated form. Each original certificate issued to a Holder in certificated form shall be issued without charge, but for every subsequent certificate issued in respect of the same Securities to the same Holder, the Directors shall be entitled, as they may deem fit, to
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
require a charge in settlement of the reasonable costs included in such issue and in the case of the Preferred Ordinary Shares, the provisions of clause 39.12.4 shall apply.
10.2. The Company shall convert its share register into a Securities Register with effect from the Effective Date which shall reflect
10.2.1. the number of Securities authorised and the number available to be issued and the date of authorisation;
10.2.2. the total number of Securities of a class that have been issued, re-acquired or surrendered to the Company;
10.2.3. the number of Securities of a class that are held in uncertificated form;
10.2.4. the number of Securities of that class that are the subject of options or conversion rights which, if exercised, would require Securities of that class to be issued;
10.2.5. in the case of uncertificated Securities, a unique identifying number of the Person to, from or by whom the Securities were issued, re-acquired or surrendered, as the case may be;
10.2.6. details of any unlisted Securities issued by the Company.
10.3. As soon as practicable after -
10.3.1. issuing any Securities the Company must enter or cause to be entered in its Securities Register, in respect of every class of Securities evidenced by certificates that it has issued
10.3.1.1. the names and addresses and identity numbers of the Persons to whom the Securities were issued;
10.3.1.2. those Persons Electronic Addresses who have furnished them;
10.3.1.3. the number and class of Securities issued to each of them, the date of issue, distinguishing numbers and the subscription Consideration;
10.3.1.4. the total number of Securities of a class held by any Person;
10.3.1.5. the date on which any such Securities were issued or transferred to the Holder, and the date on which any such Securities were transferred by the Holder or by operation of law to another Person or re-acquired by or surrendered to the Company;
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
10.3.1.6. the number of, and prescribed circumstances relating to, any Securities
10.3.1.6.1. that have been placed in trust as contemplated in section 40(6)(d) by reason of not having been fully paid for; or
10.3.1.6.2. whose transfer has been restricted;
10.3.1.7. as regards debt instruments as contemplated in section 43
10.3.1.7.1. the number of those Securities still in issue;
10.3.1.7.2. the names and addresses of the Holders of the Securities and any holders of a Beneficial Interest in the Securities;
10.3.1.8. the total number of uncertificated Securities from time to time;
10.3.2. the re-acquisition or surrender of any Securities the Company must enter or cause to be entered in its Securities Register, in respect of Securities re-acquired or surrendered
10.3.2.1. the date on which the Securities were re-acquired by, or surrendered to, the Company;
10.3.2.2. the distinguishing number or numbers of any certificated Securities re-acquired or surrendered to the Company;
10.3.2.3. the Consideration for which the Securities were re-acquired by, or surrendered to, the Company; and
10.3.2.4. the name of the Person from or by whom the Securities were re-acquired or surrendered, as the case may be;
10.3.3. transferring any Securities, the Company must enter or cause to be entered in its Securities Register, in respect of Securities evidenced by certificates that it has transferred -
10.3.3.1. the name and address of the transferee;
10.3.3.2. the description of the Securities, or interest transferred;
10.3.3.3. the date of the transfer;
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
10.3.3.4. the value of any Consideration still to be received by the Company on each Security or interest, in the case of a transfer of Securities the subscription price for which has not been fully paid;
10.3.3.5. any other information contemplated in clause 10.3.1, any reference to issue being read as a reference to transfer,
provided that such entry may only be made if the transfer
10.3.3.6. is evidenced by a proper instrument of transfer that has been Delivered to the Company; or
10.3.3.7. was effected by operation of law;
10.3.4. any disclosures to the Company of any Beneficial Interests in respect of Securities evidenced by certificates, the Company must enter or cause to be entered in its Securities Register, a record of all such disclosures, including the following information for any Securities in respect of which a disclosure was made
10.3.4.1. the name and unique identifying number of the Holder of the Securities;
10.3.4.2. the number, class and the distinguishing numbers of the Securities; and
10.3.4.3. for each Person who holds a Beneficial Interest in the Securities, the extent of the Persons Interest in the Securities, together with that Persons
10.3.4.3.1. name and unique identity number;
10.3.4.3.2. business, residential or postal address;
10.3.4.3.3. Electronic Address if available;
and any other information prescribed in terms of the Companies Act from time to time. If the Company has uncertificated Securities at any time it shall comply with the provisions of sections 52 and 53 and in particular shall enter or cause to be entered in its Securities Register the total number of such uncertificated Securities from time to time.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
10.4. In the case of the death of any one or more of the joint Holders of any Securities, the remaining Holder whose name then appears first in the Securities Register shall be recognised by the Company as being the only Person entitled to such Securities, subject to clause 15, but nothing herein contained shall exempt the estate of a deceased joint Holder from any liability in respect of Securities held jointly by him.
10.5. Securities certificates shall be issued in such manner and form as the Directors shall from time to time prescribe save that they must -
10.5.1. state on the face
10.5.1.1. the name of the Company;
10.5.1.2. the name of the Person to whom the Securities were issued;
10.5.1.3. the number and class of Shares and the designation of the series, if any, evidenced by that certificate; and
10.5.1.4. any restriction on the transfer of the Securities (which are not listed on the JSE) evidenced by that certificate;
be signed by either two Directors or the Company Secretary and one Director by autographic, mechanical or electronic means.
10.6. Each class of Shares, and any other Securities, must be distinguished by an appropriate numbering system. If all of the Companys Shares rank equally for all purposes, and are therefore not distinguished by a numbering system each certificate issued in respect of those Shares must be distinguished by a numbering system and if the Share has been transferred, the certificate must be endorsed with a reference number or similar device that will enable each preceding Holder of the Share in succession to be identified.
10.7. Each Holder shall be entitled to 1 (one) certificate for all the Securities of a particular class registered in his name, or to several certificates, each for a part of such Securities.
10.8. A certificate for Securities registered in the names of 2 (two) or more Persons shall be Delivered to the Person first named in the Securities Register and Delivery of a certificate for Securities to that Person shall be a sufficient Delivery to all joint Holders. In the case of the death of any one or more of the joint Holders of any Securities, the remaining Holder whose name then appears first in the Securities Register shall be recognised by the Company as being the only Person entitled to such certificate or any new certificate issued in lieu thereof.
10.9. If a certificate for Securities is defaced, lost or destroyed, it may be renewed, on such terms, as to evidence and indemnity and payment of such fee as the Board, a Director authorised
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
by the Board, or the Company Secretary, thinks fit, and (in case of defacement) on Delivery of the old certificate or share warrant to bearer to the Company, but in the case of the Preferred Ordinary Shares, the provisions of clause 39.12.4 shall apply.
10.10. A Person
10.10.1. acquires the rights associated with any particular Securities of the Company when that Persons name is entered in the Companys Securities Register as a Person to whom those Securities have been issued or transferred; and
10.10.2. ceases to have the rights associated with any particular Securities of the Company when the transfer to another Person, re-acquisition by the Company, or surrender to the Company of those Securities has been entered in the Companys Securities Register.
10.11. After receiving a notice from a Central Securities Depository or Participant that a Holder who wishes to withdraw all or part of the uncertificated Securities held by that Person in an uncertificated Securities Register, and obtain a certificate in respect of those withdrawn Securities, the Company must
10.11.1. immediately enter the relevant Persons name and details of that Persons holding of Securities in the Securities Register and indicate on the Securities Register that the Securities so withdrawn are no longer held in uncertificated form;
10.11.2. within 10 (ten) Business Days, or 20 (twenty) Business Days in the case of a Holder who is not resident within South Africa
10.11.2.1. prepare and Deliver to the relevant Person a certificate in respect of the Securities; and
10.11.2.2. notify the Central Securities Depository that the Securities are no longer held in uncertificated form,
and may charge the Holder a reasonable fee to cover the actual costs of issuing a certificate.
10.12. If the Company issues Securities and is not granted a listing for such Securities or if, for any reason, certain Securities are delisted, the share certificates for those Securities must be held in trust and stamped with the words unlisted securities and may only be released by the Company with the written permission of the JSE.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
11. PROHIBITION AGAINST THE COMPANY TAKING ANY LIEN
The Company shall not be entitled to take any lien over any Securities issued by it.
12. LISTINGS ON OTHER EXCHANGES
12.1. The Company may seek listings on such Exchanges as the Directors may consider appropriate from time to time.
12.2. For so long as the Securities of the Company are listed on any Exchange in addition to the JSE -
12.2.1. if the listing on the JSE is the primary listing and if the Company is obliged to obtain the approval of the JSE in regard to any matter, it shall be obliged also to obtain the consent at the same time of any other Exchanges on which any of its Securities are listed to the extent that the listings requirements of those other Exchanges require the Company to obtain such consent/s;
12.2.2. the Company will comply with -
12.2.2.1. the most stringent of the same or a similar type of listings requirements of all the Exchanges on which its Securities are listed, to the extent that the listings requirements of those other Exchanges require the Company to comply with their listings requirements; and
12.2.2.2. any legislation which is applicable to the Company as a consequence of any of its Securities being listed on a particular Exchange.
13. COMMISSION
13.1. The Company may pay commission not exceeding 10% (ten per cent) of the subscription price at which Securities of the Company are issued to any Person, in consideration of him subscribing or agreeing to subscribe, whether absolutely or conditionally, for any securities or of him procuring or agreeing to procure subscriptions, whether absolute or conditional, for any Securities, and such commission may be paid or may agreed to be paid out of the profits, whether current or in reserve or transferred or out of profits. Any such commission may be paid in full or in part in fully paid-up Securities of the Company, provided that such commission, or any part thereof, may not be paid without prior authorisation by Ordinary Resolution.
13.2. Should all or any part of the Securities of the Company being offered for subscription be or become underwritten, the provisions of section 100(6) shall be complied with.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
14. TRANSFER OF SECURITIES
14.1. The Ordinary Shares are freely transferrable, but
14.1.1. the Preferred Ordinary Shares are subject to the restrictions on transfer set out in clause 39.9; and
14.1.2. the Sasol BEE Ordinary Shares are subject to the restrictions on transfer set out in clause 44.1.
14.2. The transfer of any Securities which are certificated shall be implemented in accordance with section 51 using the then common form of transfer (which shall be in Writing) or in such manner as the Board may from time to time decide. Every instrument of transfer shall be signed by the transferor and left at the transfer office of the Company at which it is presented for registration, accompanied by the certificate of the Securities to be transferred, and or such other evidence as the Company may require to prove the title of the transferor or his rights to transfer the Securities. All instruments of transfer which are registered shall be held by the Company, but any deed of transfer which the Board may refuse to register shall be returned on demand to the Person who lodged it (except in the case of fraud).
14.3. All authorities to sign transfer deeds granted by Holders for the purpose of transferring Securities that may be lodged, produced or exhibited with or to the Company at any of its transfer offices shall as between the Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect, and the Company may allow the same to be acted upon until such time as express notice in Writing of the revocation of the same shall have been given and lodged at the Companys transfer offices at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notices the Company shall be entitled to give effect to any instruments signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notice. The Company shall not be bound to allow the exercise of any act or matter by an agent of the Holder, unless a duly certified copy of that agents authority is produced and lodged with the Company.
14.4. The certificated Securities Register may, upon notice being given by advertisement in the South African Government Gazette and a newspaper circulating in the district in which the office of the Company is situated, be closed during such time as the Board thinks fit, not exceeding in the whole 60 (sixty) days in each year.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
15. TRANSMISSION OF SECURITIES BY OPERATION OF LAW
Subject to the laws relating to securities transfer tax upon or in respect of the estates of deceased Persons and the administration of the estates of insolvent and deceased Persons and Persons under disability -
15.1. the parent or guardian or curator of any Holder who is a minor;
15.2. the trustee of an insolvent Holder;
15.3. the liquidator of a body corporate Holder;
15.4. the tutor or curator of a Holder under disability;
15.5. the executor or administrator of the estate of a deceased Holder; or
15.6. any other Person becoming entitled to any Securities held by a Holder by any lawful means other than transfer in terms of this MOI,
shall, upon production of such evidence as may be required by the Directors, have the right either -
15.7. to exercise the same rights and to receive the same Distributions and other advantages to which he would be entitled if he were the Holder of the Securities registered in the name of the Holder concerned; or
15.8. himself to be registered as the Holder in respect of those Securities and to make such transfer of those Securities as the Holder concerned could have made, but the Board shall have the same right to decline or suspend registration as they would have had in the case of a transfer of the Securities by the Holder.
16. FINANCIAL YEAR END
The financial year end of the Company is 30 June.
17. ACCOUNTING RECORDS AND FINANCIAL STATEMENTS
17.1. The Company shall maintain the necessary Accounting Records which shall be kept at its Registered Office.
17.2. The Company shall prepare its Financial Statements in accordance with the Companies Act, Listings Requirements and the International Financial Reporting Standards and shall have its annual Financial Statements audited.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
17.3. The Directors shall from time to time determine at what times and places (save in the case of Accounting Records which shall be accessible from the Registered Office) and under what conditions, subject to the requirements of the Regulations, the Holders and holders of Beneficial Interests not being Directors are entitled to inspect and take copies of the records referred to in section 26(1). No Shareholder (not being a Director) shall have any right to inspect any Accounting Records or book or document of the Company except as permitted in terms of the Companies Act or with the prior approval of an Ordinary Resolution or with the authority of the Board.
17.4. Access to any other information in addition to the records referred to in section 26(1), which the Holders and holders of Beneficial Interests are not expressly entitled to inspect in terms of the Companies Act or Regulations, will be subject to the provisions of the Promotion of Access to Information Act, 2000.
17.5. Subject to the provisions of the Promotion of Access to Information Act, 2000, apart from the Holders and holders of Beneficial Interests, no other Person shall be entitled to inspect any of the documents of the Company (other than the Securities Register and the register of Directors) unless expressly authorised by the Company Secretary (or his nominee).
17.6. The Company shall notify the Holders and the holders of Beneficial Interests of the publication of any annual Financial Statements of the Company, setting out the steps required to obtain a copy of those Financial Statements. If a Holder or holder of Beneficial Interests demands a copy of the annual Financial Statements, the Company shall make same available to such Holder / holder of Beneficial Interests free of charge. The Company may provide any Person with a summary of any particular Financial Statements in accordance with section 29(3).
18. AUDIT COMMITTEE
18.1. For so long as the Companies Act requires the Company to have an Audit committee, the Company must elect an Audit committee in terms of the Companies Act, each member of which must be a Person who satisfies the criteria set out in section 94(4).
18.2. The Board must appoint an Individual to fill any vacancy on the Audit committee within 40 (forty) Business Days after the vacancy arises.
18.3. The Audit committees duties are set out in the Companies Act and the terms of reference applicable to the Audit committee (which terms of reference are approved by the Board from time to time).
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
18.4. The Company must pay all expenses reasonably incurred by its Audit committee, including, if the Audit committee considers it appropriate, the fees of any consultant or specialist engaged by the Audit committee to assist it in the performance of its functions.
18.5. No Person shall be elected as a member of the Audit committee, if he is Ineligible or Disqualified and any such election shall be a nullity. A Person placed under probation by a court must not serve as a member of the Audit committee unless the order of court so permits.
18.6. A member of the Audit committee shall cease to hold office as such immediately he
18.6.1. becomes Ineligible or Disqualified in terms of the Companies Act; and / or
18.6.2. ceases to be a Director.
18.7. The Board, from time to time, may prescribe general qualifications for an Individual to serve as a member of the Audit committee in addition to the requirements of the Companies Act.
19. AUDITOR
19.1. The Company shall appoint in accordance with the Companies Act, an Auditor that satisfies the requirements prescribed in the Companies Act.
19.2. The Auditor shall fulfil the duties set out in the Companies Act and the terms of reference of the Companys Audit committee and
19.2.1. has the right of access at all times to the accounting records and all books and documents of the Company, and is entitled to require from the Directors or Prescribed Officers any information and explanations necessary for the performance of the Auditors duties;
19.2.2. if the Company is a Holding Company, has the right of access to all current and former financial statements of any Subsidiary and is entitled to require from the Directors or Prescribed Officers of the Company or Subsidiary any information and explanations in connection with any such statements and in connection with the Accounting Records, books and documents of the Subsidiary as necessary for the performance of the Auditors duties; and
19.2.3. is entitled to
19.2.3.1. attend any Shareholders Meeting;
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
19.2.3.2. receive all notices of and other communications relating to any Shareholders Meeting; and
19.2.3.3. be heard at any Shareholders Meeting on any part of the business of the meeting that concerns the Auditors duties or functions;
19.2.4. may not perform any services for the Company
19.2.4.1. that would place the Auditor in a conflict of interest as prescribed or determined by the Independent Regulatory Board for Auditors in terms of section 44(6) of the Auditing Profession Act; or
19.2.4.2. as may be prescribed by the Audit committee.
19.3. The provisions of clauses 32.4 and 32.5 apply mutatis mutandis to the Auditor.
20. SHAREHOLDERS MEETINGS
20.1. Convening of Shareholders Meetings
20.1.1. The Company shall convene an Annual General Meeting once in every calendar year within 6 (six) months of the Companys financial year-end, but no more than 15 (fifteen) months after the date of the previous Annual General Meeting, which must, at a minimum, provide for the following business to be transacted
20.1.1.1. presentation of
20.1.1.1.1. the Directors report;
20.1.1.1.2. Audited Financial Statements for the immediately preceding financial year;
20.1.1.1.3. an Audit committee report;
20.1.1.2. election of Directors, to the extent required by the Companies Act or the MOI;
20.1.1.3. election of an Audit committee;
20.1.1.4. appointment of an Auditor for the ensuing year;
20.1.1.5. any matters raised by Holders, with or without advance notice to the Company.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
20.1.2. The Company shall hold a Shareholders Meeting in order to consider one or more resolutions and shall not permit resolution/s that could be voted on at a Shareholders Meeting to be dealt with in accordance with section 60 by Written resolutions of those Persons entitled to vote.
20.1.3. The Company must hold a Shareholders Meeting at any time that the Board is required by the Companies Act or the MOI to refer a matter to Holders entitled to vote for decision.
20.1.4. Each resolution shall be expressed with sufficient clarity and specificity and accompanied by sufficient information / explanatory material to enable a Person who is entitled to vote on the resolution to determine whether to participate in the Shareholders Meeting, if applicable, and to seek to influence the outcome of the vote on the resolution. Once a resolution has been approved, it may not be challenged or impugned on the ground that it did not comply with the aforegoing.
20.1.5. The following Persons may convene a Shareholders Meeting
20.1.5.1. the Board or the Company Secretary, to the extent that the Board is unable to do so or has authorised him to do so; or
20.1.5.2. a Shareholder/s holding not less than 10% (ten per cent) of the Voting Rights attached to the Shares; or
20.1.5.3. if the Company has no Directors, any single Holder entitled to vote,
whenever he thinks fit.
20.1.6. A Shareholders Meeting must be convened if one or more Written and signed demands for such a Shareholders Meeting is/are Delivered to the Company, and
20.1.6.1. each such demand describes the specific purpose for which the Shareholders Meeting is proposed; and
20.1.6.2. in aggregate, demands for substantially the same purpose are made and signed by the Holders at the earliest time specified in any of those demands, of at least 10% (ten per cent) of the Voting Rights entitled to be exercised in relation to the matter proposed to be considered at the Shareholders Meeting.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
20.1.7. Every Shareholders Meeting shall be held at the time and where the Board or Company Secretary determines from time to time. The authority of the Company to conduct a Shareholders Meeting entirely by Electronic Communication, or to provide for participation in a Shareholders Meeting by Electronic Communication so long as the Electronic Communication employed satisfies the requirements prescribed in the Companies Act and/or the Regulations, is not limited or restricted.
20.2. Notice of Shareholders Meetings
20.2.1. The Holder of any Securities which are in certificated form and thus not subject to the rules of Strate as the Central Securities Depository in which any Person has a Beneficial Interest must Deliver to each such Person
20.2.1.1. a notice of any Shareholders Meeting of the Company at which those Securities may be voted within 2 (two) Business Days after receiving such a notice from the Company; and
20.2.1.2. a proxy appointment to the extent of that Persons Beneficial Interest, if the Person so demands in compliance with section 56(11).
20.2.2. A Shareholders Meeting shall be called by at least 15 (fifteen) Business Days notice Delivered by the Company to all Holders entitled to vote or otherwise entitled to receive notice and at the same time to the JSE. An announcement shall also be made on SENS. The notice convening an Annual General Meeting shall designate the meeting as such.
20.2.3. Shareholders entitled to request that a resolution be proposed shall bear the cost of any notice furnished to Shareholders in relation to that resolution.
20.2.4. A Holder entitled to vote, who is Present at a Shareholders Meeting
20.2.4.1. is regarded as having received or waived notice of the Shareholders Meeting if at least the required minimum notice was given;
20.2.4.2. has a right to
20.2.4.2.1. allege a Material defect in the form of notice for a particular item on the agenda for the Shareholders Meeting; and
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
20.2.4.2.2. participate in the determination whether to waive the requirements for notice, if less than the required minimum notice was given, or to ratify a defective notice; and
20.2.4.3. except to the extent set out in clause 20.2.4.2 is regarded to have waived any right based on an actual or alleged Material defect in the notice of the Shareholders Meeting.
20.2.5. A notice of a Shareholders Meeting must be in Writing, in plain language and must include
20.2.5.1. the date, time and place for the Shareholders Meeting, and the Record Date for the Shareholders Meeting;
20.2.5.2. the general purpose of the Shareholders Meeting, and any specific purpose contemplated in clause 20.1.5, if applicable;
20.2.5.3. in the case of the Annual General Meeting a summarised form of the Financial Statements to be presented and directions for obtaining a copy of such complete annual Financial Statements;
20.2.5.4. a copy of any proposed resolution of which the Company has received notice, and which is to be considered at the Shareholders Meeting, and a notice of the percentage of Voting Rights that will be required for that resolution to be adopted;
20.2.5.5. a reasonably prominent statement that
20.2.5.5.1. a Holder entitled to attend and vote at the Shareholders Meeting shall be entitled to appoint a proxy to attend, participate in, speak and vote at the Shareholders Meeting in the place of the Holder entitled to vote;
20.2.5.5.2. a proxy need not be a Holder;
20.2.5.5.3. a Holder entitled to vote may appoint more than 1(one) proxy to exercise Voting Rights attached todifferent Securities held by that Holder entitled to vote in respect of any Shareholders Meeting and may appoint more than 1 (one) proxy to exercise
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
Voting Rights attached to different Securities heldby the Holder which entitle him to vote;
20.2.5.5.4. the proxy may not delegate the authority granted to him as proxy to another Person;
20.2.5.5.5. participants in a Shareholders Meeting are required to furnish satisfactory identification in terms of section 63(1) in order to reasonably satisfy the Person presiding at the Shareholders Meeting that the right of that Person to participate and vote, either as a Shareholder, or as a proxy for a Shareholder, has been reasonably verified;
20.2.5.5.6. participation in the Shareholders Meeting by Electronic Communication is available, and provide any necessary information to enable Holders entitled to vote or their proxies to access the available medium or means of Electronic Communication and advise that access to the medium or means of Electronic Communication is at the expense of the Holder entitled to vote or proxy, except to the extent that the Company determines otherwise.
20.2.6. A Shareholders Meeting may proceed notwithstanding a Material defect in the giving of the notice, subject to clause 20.2.7, only if every Person who is entitled to exercise Voting Rights in respect of each item on the agenda of the Shareholders Meeting is Present at the Shareholders Meeting and votes to approve the ratification of the defective notice.
20.2.7. If a Material defect in the form or manner of giving notice of a Shareholders Meeting relates only to one or more particular matters on the agenda for the Shareholders Meeting
20.2.7.1. any such matter may be severed from the agenda, and the notice remains valid with respect to any remaining matters on the agenda; and
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
20.2.7.2. the Shareholders Meeting may proceed to consider a severed matter, if the defective notice in respect of that matter has been ratified in terms of clause 20.2.6.
20.2.8. An immaterial defect in the form or manner of Delivering notice of a Shareholders Meeting, or an accidental or inadvertent failure in the Delivery of the notice to any particular Holder to whom it was addressed does not invalidate any action taken at the Shareholders Meeting.
20.3. Quorum
20.3.1. Business may be transacted at any Shareholders Meeting only while a quorum is present.
20.3.2. The quorum necessary for the commencement of a Shareholders Meeting shall be sufficient Persons Present at the Shareholders Meeting to exercise, in aggregate, at least 25% (twenty five per cent) of all of the Voting Rights that are entitled to be exercised in respect of at least one matter to be decided at the Shareholders Meeting but
20.3.2.1. the Shareholders Meeting may not begin unless at least 3 (three) Persons entitled to vote are Present;
20.3.2.2. if the Company is a Subsidiary of a company, those constituting the quorum must include its Holding Company present in Person.
20.3.3. A matter to be decided at the Shareholders Meeting may not begin to be considered unless those who fulfilled the quorum requirements of clause 20.3.2, continue to be Present. If a resolution is proposed to meet the Listings Requirements, notwithstanding that the Holders of Securities not listed on the JSE shall be entitled to be counted in the quorum as a matter of law, they shall not be taken into account for the purposes of determining whether or not the quorum requirements of the JSE have been attained.
20.3.4. If within 30 (thirty) minutes from the time appointed for the Shareholders Meeting to commence, a quorum is not present, or if the quorum requirements in clause 20.3.3 cannot be achieved for any one or more matters, the Shareholders Meeting shall be postponed, without motion, vote or further notice, subject to clause 20.3.7, to the next Business Day, and if at such adjourned Shareholders Meeting a quorum is not present within 15 (fifteen) minutes from the time appointed for the Shareholders Meeting, then the Person/s entitled to vote Present shall be deemed to be the requisite quorum.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
20.3.5. A Shareholders Meeting, or the consideration of any matter being debated at the Shareholders Meeting, may be adjourned from time to time without further notice on a motion supported by Persons entitled to exercise, in aggregate, a majority of the Voting Rights
20.3.5.1. held by all of the Persons who are Present at the Shareholders Meeting at the time; and
20.3.5.2. that are entitled to be exercised on at least one matter remaining on the agenda of the Shareholders Meeting, or on the matter under debate, as the case may be
.Such adjournment shall be to the next Business Day at a fixed time and place.
20.3.6. A Shareholders Meeting may be adjourned until further notice (in which case a further notice shall be Delivered to Holders), as agreed at a Shareholders Meeting.
20.3.7. No further notice is required to be Delivered by the Company of a Shareholders Meeting that is postponed or adjourned as contemplated in clause 20.3.4, unless the location or time for the Shareholders Meeting is different from
20.3.7.1. the location or time of the postponed or adjourned Shareholders Meeting; or
20.3.7.2. a location or time announced at the time of adjournment, in the case of an adjourned Shareholders Meeting; or
20.3.7.3. the location or time for the postponed or adjourned Shareholders Meeting as specified in the notice for the Shareholders Meeting.
20.3.8. The notice for the Shareholders Meeting can specify
20.3.8.1. one location for the Shareholders Meeting; and
20.3.8.2. the same or a different location for the postponed or adjourned Shareholders Meeting.
20.3.9. No other business shall be transacted at any adjourned meeting other than the business left unfinished at the Shareholders Meeting at which the adjournment took place.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
20.4. Chairman
The chairman, if any, of the Board shall preside as chairman at every Shareholders Meeting. If there is no such chairman, or if at any Shareholders Meeting he is not present within 10 (ten) minutes after the time appointed for holding the Shareholders Meeting or is unwilling to act as chairman, the Directors shall select a Director present at the Shareholders Meeting, or if no Director is present at the Shareholders Meeting, or if all the Directors present decline to take the chair, the Persons entitled to vote shall select one of their number which is Present to be chairman of the Shareholders Meeting.
20.5. Voting
20.5.1. At any Shareholders Meeting a resolution put to the vote shall be decided on a show of hands, unless before or on the declaration of the result of the show of hands a poll shall be demanded by
20.5.1.1. the chairman;
20.5.1.2. not less than 5 (five) Persons having the right to vote on that matter;
20.5.1.3. a Person/s entitled to exercise not less than 1/10th (one tenth) of the total Voting Rights entitled to vote on that matter; or
20.5.1.4. Person/s entitled to vote at a Shareholders Meeting and holding notless than 1/10th (one tenth) of the issued Share capital of the Company,
and, unless a poll is so demanded, a declaration by the chairman that a resolutionhas, on a show of hands been carried, or carried unanimously, or by a particularmajority, or lost, and an entry to that effect in the minute book of the Company,shall be conclusive evidence of the fact, without proof of the number or proportionof the votes recorded in favour of, or against, such resolution. No objection shallbe raised as to the admissibility of any vote except at the Shareholders Meetingor adjourned Shareholders Meeting at which the vote objected to is or may begiven or tendered. Every vote not disallowed at such Shareholders Meeting shallbe valid for all purposes. Any such objection shall be referred to the chairman ofthe Shareholders Meeting, whose decision shall be final and conclusive.
20.5.2. If a poll is duly demanded it shall be taken in such manner as the chairman directs save that it shall be taken forthwith, and the result of the poll shall be deemed to be the resolution of the Shareholders Meeting at which the poll was
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
demanded. Scrutineers may be appointed by the chairman to declare the result of the poll, and if appointed their decision shall be deemed to be the resolution of the Shareholders Meeting at which the poll is demanded. The demand for a poll shall not prevent the continuation of a Shareholders Meeting for the transaction of any business other than the question upon which the poll has been demanded. The demand for a poll may be withdrawn.
20.5.3. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the Shareholders Meeting at which the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote in addition to the vote or votes to which he is entitled as a Holder.
20.5.4. A minute of resolutions and proceedings at Shareholders Meetings made in one of the minute books of the Company, if signed by the chairman of that Shareholders Meeting to which it relates, or by any Person appointed by the Directors to sign same in his stead, or by the chairman of the next succeeding Shareholders Meeting, shall be accepted as evidence of the facts therein stated. A report of the proceedings of any Shareholders Meeting may be circulated or advertised at the Companys expense.
20.5.5. Any Person entitled to a Security in terms of clause 15 (Transmission of Securities by Operation of Law) may vote at any Shareholders Meeting in respect thereof in the same manner as if he were the Holder of that Security: provided that (except where the Directors have previously accepted his right to vote in respect of that Security) at least 24 (twenty four) hours (excluding Saturdays, Sundays and public holidays) before the time of holding the Shareholders Meeting at which he proposes to vote, he shall have satisfied the Directors that he is entitled to exercise the right referred to in clause 15 (Transmission of Securities by Operation of Law).
20.5.6. Every resolution of Shareholders is either an Ordinary Resolution or a Special Resolution. An Ordinary Resolution, save to the extent expressly provided in respect of a particular matter contemplated in this MOI, shall require to be adopted with the support of more than 50% (fifty per cent) of the Voting Rights exercised on the resolution. A Special Resolution shall require to be adopted with the support of at least 75% (seventy five per cent) of the Voting Rights exercised on the resolution. For so long as the Company is listed on the JSE, if any of the Listings Requirements require an ordinary resolution to be passed with a 75% (seventy five per cent) majority, the resolution shall instead be required to be passed by a Special Resolution.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
20.5.7. Subject to clause 20.5.9, on a show of hands a Person entitled to vote Present at the Meeting shall have only 1 (one) vote, irrespective of the number of Voting Rights that Person would otherwise be entitled to Exercise. A proxy shall irrespective of the number of Holders of Securities entitled to vote he represents have only 1 (one) vote on a show of hands.
20.5.8. On a poll every Person entitled to vote who is Present at the Meeting shall have 1 (one) vote for every Share held by him. On a poll, a Shareholder who is entitled to more than 1 (one) vote need not, if he votes, use all his votes or use all his votes in the same manner.
20.5.9. Save for the Holders of Ordinary Shares and any special Shares created for the purposes of black economic empowerment in terms of the Broad-Based Black Economic Empowerment Act, 2003 and the Codes of Good Practice on Black Economic Empowerment (including the Preferred Ordinary Shares and the Sasol BEE Ordinary Shares), any other Holders of Securities shall not be entitled to vote on any resolution taken by the Company other than as specified in the Listings Requirements, in which case, their votes may not carry any special rights or privileges and they shall be entitled to 1 (one) vote for each Share that they hold, provided that their total Voting Rights may not be more than 24.99% (twenty four comma ninety nine per cent) of the total Voting Rights of all Persons entitled to vote on such resolution.
20.5.10. If a resolution is proposed to meet the Listings Requirements, notwithstanding that the Holders of Securities not listed on the JSE shall be entitled to vote thereon as a matter of law, their votes shall not be taken into account for the purposes of determining whether or not the Listings Requirements have been attained.
20.5.11. Where there are joint Holders of Shares, any one of such joint Holders may vote at any Shareholders Meeting in respect of such Shares, either in Person or by proxy, as if he were solely entitled thereto; but if more than one of such joint Holders are Present at a Meeting the vote of the Person whose name appears first in the Securities Register in respect of such Shares, whether in Person or by proxy, shall be accepted to the exclusion of the votes of the other joint Holders. Several executors or administrators of a deceased Shareholder in whose name Shares are registered, shall, for the purpose of this clause, be deemed to be joint Holders thereof.
20.5.12. A Person who holds a Beneficial Interest in any Securities may vote in a matter at a Shareholders Meeting, without a proxy only to the extent that
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
20.5.12.1. the Beneficial Interest includes the right to vote on the matter; and
20.5.12.2. the Persons name is on the Companys register of disclosures as the holder of a Beneficial Interest.
20.6. Proxies
20.6.1. No form appointing a proxy shall be valid after the expiration of 1 (one) year from the date when it was signed unless the proxy itself provides for a longer or shorter duration but it may be revoked at any time. The appointment is revocable unless the proxy appointment expressly states otherwise, and may be revoked by cancelling it in Writing, or making a later inconsistent appointment of a proxy, and Delivering a copy of the revocation instrument to the proxy, and to the Company. The appointment is suspended at any time and to the extent that the Holder entitled to vote chooses to act directly and in Person in the exercise of any rights as a Holder entitled to vote.
20.6.2. The form appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority shall be Delivered to the Company or any Person which it has identified in the notice of meeting as being a Person to whom proxies may be delivered on behalf of the Company, 24 (twenty four) hours (excluding Saturdays, Sundays and public holidays) prior to the time scheduled for the commencement of the Shareholders Meeting (or such shorter period as permitted in the discretion of the Board, chairman or Company Secretary (or his nominee)).
20.6.3. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or mental disorder of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Securities in respect of which the proxy is given, provided that no intimation in Writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registered Office before the commencement of the Shareholders Meeting or adjourned Shareholders Meeting at which the proxy is used.
20.6.4. Subject to the provisions of the Companies Act, a form appointing a proxy may be in any form determined by the Company Secretary (or his nominee) provided that it is in Writing, which form shall be supplied by the Company upon request by a Holder entitled to vote.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
20.6.5. If a proxy is received duly signed but with no indication as to how the Person named therein should vote on any resolution, the proxy may vote or abstain from voting as he sees fit.
21. RECORD DATE
21.1. The Board shall determine the Record Date in accordance with the Companies Act, the applicable rules of the Central Securities Depository and the Listings Requirements.
21.2. If, at any time, the Board fails to determine a Record Date, the Record Date for the relevant matter is
21.2.1. in the case of dividends a date subsequent to the declaration date or confirmation of the dividend, whichever is the later;
21.2.2. 10 (ten) Business Days before the date on which the action or event is scheduled to occur, in the case of a Shareholders Meeting and in any other case.
21.3. If required in terms of the Companies Act and/or the Regulations, the Company will publish a notice of a Record Date for any matter by
21.3.1. Delivering a copy to each Holder; and
21.3.2. posting a conspicuous copy of the notice
21.3.2.1. at its principal office;
21.3.2.2. on its website, if it has one; and
21.3.2.3. on any automated system of disseminating information maintained by the JSE.
22. DIRECTORS AND ALTERNATE DIRECTORS, ELECTION, RETIREMENT AND VACANCIES
22.1. Number of Directors
22.1.1. The minimum number of Directors shall be 10 (ten) and the maximum 16 (sixteen), provided a maximum of 5 (five) salaried employees of the Company may simultaneously hold the office of Director. This restriction shall not apply to Alternate Directors.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
22.1.2. Any failure by the Company at any time to have the minimum number of Directors, does not limit or negate the authority of the Board, or invalidate anything done by the Board or the Company.
22.2. Rotation of Directors
22.2.1. At the Annual General Meeting held in each calendar year 1/3 (one third) of the Directors, or if their number is not a multiple of 3 (three), then the number nearest to, but not less than 1/3 (one third) (excluding those Directors appointed in terms of clause 22.4) shall retire from office.
22.2.2. The Directors who have been longest in office since their last election shall retire at each Annual General Meeting. As between Directors of equal seniority, the Directors to retire shall, in the absence of agreement, be selected from among them in alphabetical order.
22.2.3. Notwithstanding anything herein contained, if, at the date of any Annual General Meeting, a non-executive Director:
22.2.3.1. has held office for a period of 5 (five) years since his last election, which election took place prior to 25 November 2016, he shall retire at such Meeting, either as one of the non-executive Directors to retire in terms of clause 22.2.1 read with clause 22.2.2 or in terms of this clause; or
22.2.3.2. has held office for a period of 9 (nine) years since his first election, which election took place on or after 25 November 2016, he shall retire at such Meeting, either as one of the non-executive Directors to retire in terms of clause 22.2.1, read with clause 22.2.2or in terms of this clause, provided that the Board may nominate such Director for re-election by the Shareholders for additional periods of one year at a time, but that no Directors term of office shall exceed 12 (twelve) years.
A retiring non-executive Director shall act as a Director throughout the Annual General Meeting at which he retires. Retiring non-executive Directors may be re-elected, provided they are eligible.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
22.3. Election of Directors
22.3.1. A Shareholder shall be entitled to nominate by Written notice to the Company any Person as a Director (and an Alternate Director thereto) for election by Shareholders in terms of clause 22.3.8. Such Written notice must
22.3.1.1. be submitted to the Company Secretary by no later than the end of the 1st (first) week in September each year;
22.3.1.2. include written confirmation from the Person to be nominated that he agrees to be nominated as Director and consents to serve as a Director should he be elected in terms of clause 22.3.8.
22.3.2. The Directors shall, within the minimum and maximum limits stipulated in clause 22.1, determine the number of Directors, provided that there shall be 15 (fifteen) Directors until such time as the Directors determine another number.
22.3.3. Each of the Directors and the Alternate Directors, other than a Director contemplated in clause 22.4, shall be elected (which in the case of a vacancy arising shall take place at the next Annual General Meeting), in accordance with clause 22.3.8. Nominations of Persons to be elected as Alternate Directors at a particular Annual General Meeting in accordance with clause 22.3.8 will only be accepted by the Company if the Board has resolved to permit the election of any Alternate Directors at that particular Annual General Meeting.
22.3.4. An Alternate Director shall serve in the place of 1 (one) or more Director/s named in the resolution appointing or electing him, as the case may be, during the Directors/s absence or inability to act as Director.
22.3.5. If a Person is an Alternate Director to more than 1 (one) Director or if an Alternate Director is also a Director, he shall have a separate vote, on behalf of each Director he is representing in addition to his own vote, if any.
22.3.6. Alternate Directors will cease to hold office if the Director (who he serves in place of during that Directors absence or inability to act as Director) ceases to be a Director.
22.3.7. There are no general qualifications prescribed by the Compa ny for a Person to serve as a Director or an Alternate Director in addition to the requirements of the Companies Act. The Board with the assistance of the Nomination, Governance, Social and Ethics Committee must make recommendations to the Holders regarding the suitability of Persons nominated for election as Directors,
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
taking into account their past performance and contribution, if applicable. A brief curriculum vita of each Person standing for election or re-election as a Director at a Meeting or the Annual General Meeting, must accompany the notice of the Meeting.
22.3.8. In any election of Directors and Alternate Directors, the election is to be conducted as follows
22.3.8.1. a series of votes of those entitled to exercise votes regarding such election, each of which is on the candidacy of a single individual to fill a single vacancy, with the series of votes continuing until all vacancies on the Board at that time have been filled; and
22.3.8.2. in each vote to fill a vacancy
22.3.8.2.1. each Voting Right entitled to be exercised may be exercised once; and
22.3.8.2.2. the vacancy is filled only if a majority of the Voting Rights exercised support the candidate, but if the number of Persons nominated for election exceeds the number of vacancies, the vacancies will be filled by those Persons who receive the highest number of votes in excess of a majority of the Voting Rights exercised in support of each of the candidates.
22.3.9. No Person shall be appointed or elected as a Director or Alternate Director, if he is Ineligible or Disqualified in terms of the Companies Act and Regulations and any such appointment or election shall be a nullity. A Person placed under probation by a court must not serve as a Director or an Alternate Director unless the order of court so permits.
22.4. Vacancies
22.4.1. Any vacancy occurring on the Board may be filled on a temporary basis by the Board with a Person who satisfies the requirements for election as a Director and is subject to all of the liabilities of any other Director, but so that the total number of the Directors shall not at any time exceed the maximum number fixed, if any, but the Individual so elected shall cease to hold office at the termination of the first Shareholders Meeting to be held after the appointment of such Individual as a Director unless he is elected at such Shareholders Meeting (and for the avoidance of doubt, if the first Shareholders Meeting held after his
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
appointment is the Annual General Meeting, his ceasing to hold office at that Annual General Meeting shall not constitute a retirement by rotation and accordingly he shall not be included in the 1/3 (one third) of the non-executive Directors retiring from office at that Annual General Meeting).
22.4.2. Should the number of Directors fall below the number fixed by or pursuant to this MOI as the minimum, the remaining Directors must, as soon as possible, and, in any event, not later than 3 (three) months from the date that the number of Directors falls below the minimum, fill the vacancies or call a Shareholders Meeting for the purpose of filling the vacancies. A failure by the Company to have the minimum number of Directors during the 3 (three) month period does not limit or negate the authority of the Board or invalidate anything done by the Board. After the expiry of the 3 (three) month period, the remaining Directors shall only be permitted to act for the purpose of filling vacancies or calling Shareholders Meetings.
22.4.3. If there is no Director able and willing to act, then
22.4.3.1. any Holder entitled to exercise Voting Rights in the election of a Director; or
22.4.3.2. the Company Secretary,
may convene a Shareholders Meeting for the purpose of electing Directors.
22.5. Record of Directors
22.5.1. The Company shall maintain a record of its Directors, including, in respect of each Director, that Persons:
22.5.1.1. full name, and any former names;
22.5.1.2. identity number or, if the Person does not have an identity number, the Persons date of birth;
22.5.1.3. nationality and passport number, if the Person is not a South African;
22.5.1.4. occupation;
22.5.1.5. date of their most recent election or appointment as Director of the Company;
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
22.5.1.6. name and registration number of every other company or foreign company of which the Person is a director, and in the case of a foreign company, the nationality of that company; and
22.5.1.7. the address for service for that Director; and
22.5.1.8. any professional qualifications and experience of the Director, to the extent necessary to enable the Company to comply with the requirement that at least onethird of the members of the Companys Audit committee at any particular time must have academic qualifications, or experience in economics, law, corporate governance, finance, accounting, commerce, industry, public affairs or human resource management.
22.5.2. With respect to each past Director, the Company must retain the information in terms of clause 22.5.1 for 7 (seven) years after the past Director retired from the Company.
23. CESSATION OF OFFICE AS DIRECTOR OR ALTERNATE DIRECTOR
23.1. A Director or Alternate Director shall cease to hold office as such
23.1.1. immediately he becomes Ineligible or Disqualified or the Board resolves to remove him on such basis and in the latter case the Director / Alternate Director has not within the permitted period filed an application for review or has filed such an application but the court has not yet confirmed the removal (during which period he/she shall be suspended);
23.1.2. when his term of office contemplated in clauses 22.2, 22.3 and 22.4 expires;
23.1.3. when he dies;
23.1.4. when he resigns by Written notice to the Company;
23.1.5. if there are more than 3 (three) Directors in office and if the Board determines that he has become incapacitated to the extent that the Person is unable to perform the functions of a Director, and is unlikely to regain that capacity within a reasonable time, and the Director / Alternate Director has not within the permitted period filed an application for review or has filed such an application but the court has not yet confirmed the removal (during which period he shall be suspended);
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
23.1.6. if he is declared delinquent by a court, or placed on probation under conditions that are inconsistent with continuing to be a Director of the Company;
23.1.7. if he is removed by Ordinary Resolution;
23.1.8. if there are more than 3 (three) Directors in office and if he is removed by resolution of the Board for being negligent or derelict in performing the functions of a Director or having an interest that conflicts with the interests of the Company, and the Director / Alternate Director has not within the permitted period filed an application for review or has filed such an application but the court has not yet confirmed the removal (during which period he shall be suspended);
23.1.9. if he files a petition for the surrender of his estate or an application for an administration order, or if he commits an act of insolvency as defined in the insolvency law for the time being in force, or if he makes any arrangement or composition with his creditors generally;
23.1.10. if he is otherwise removed in accordance with any provisions of this MOI;
23.1.11. if he is absent from meetings of the Directors for 6 (six) consecutive months without leave of the Directors and is not at any such meeting during such 6 (six) consecutive months represented by an Alternate Director.
24. REMUNERATION OF DIRECTORS AND ALTERNATE DIRECTORS AND MEMBERS OF BOARD COMMITTEES
24.1. The Directors or Alternate Directors or members of Board committees shall be entitled to such remuneration for their services as Directors or Alternate Directors or members of Board Committees, the basis of which must be approved from time to time by Special Resolution within the previous 2 (two) years.
24.2. In addition, the Directors and Alternate Directors shall be entitled to be reimbursed by the Company for all reasonable expenses incurred in travelling to and from meetings of the Directors and Holders, and the members of the Board committees shall be entitled to all reasonable expenses in travelling to and from meetings of the members of the Board committees, as determined by a disinterested quorum of Directors. The Company may pay or grant any type of remuneration contemplated in sections 30(6)(b) to (g) to any executive Directors.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
24.3. To the extent permitted in terms of the Companies Act, Listings Requirements or the listings requirements of any Exchange on which the Securities of the Company are listed in addition to the JSE, a Director may be employed
24.3.1. in any other capacity in the Company; or
24.3.2. as a director or employee of a company controlled by, or itself a Subsidiary of, the Company,
and in that event, his appointment and remuneration in respect of such other office must be determined by a disinterested quorum of Directors of the Company in clause 24.3.1 or the company referred to in clause 24.3.2, as the case may be.
25 FINANCIAL ASSISTANCE FOR DIRECTORS AND PRESCRIBED OFFICERS AND THEIR RELATED AND INTER-RELATED PARTIES
The Boards powers to provide direct or indirect financial assistance as contemplated in section 45(2) are not limited in any manner, provided all the requirements in section 45 have been met.
26. GENERAL POWERS AND DUTIES OF DIRECTORS
26.1. The powers granted to the Directors in terms of section 66(1) are not limited.
26.2. The Directors may borrow money and secure the payment or repayment thereof upon terms and conditions which they may deem fit in all respects and, in particular, through the issue of debentures which bind as security all or any part of the property of the Company, both current and future.
26.3. The Board must appoint a president and chief executive officer and a chief financial officer, both of whom shall be directors (provided always that the number of Directors so appointed as the holders of any such executive office, including a chairman who holds an executive office, but not a chairman who is a non-executive Director, shall at all times comply with clause 22.1.1) at such remuneration (whether by way of salary or commission, or participation in profits or partly in one way and partly in another) and generally on such terms it may think fit, and it may be made a term of his appointment that he be paid a pension, gratuity or other benefit on his retirement from office.
26.4. The Board may from time to time remove or dismiss a Director from any executive office referred to in clause 26.3 and appoint another or others in his or their place or places at such remuneration and on such terms as it may think fit. A Director appointed in an executive office is subject to the same provisions as to retirement by rotation and removal from office
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
as other Directors of the Company. If the president and chief executive officer or the chief financial officer for any reason ceases to hold office as Director, he shall ipso facto immediately cease to be the president and chief executive officer or the chief financial officer, as the case may be.
26.5. The Board may from time to time entrust to and confer upon a president and chief executive officer, chief financial officer, manager or Director holding a similar executive office any of the powers vested in the Directors as it may think fit for a period of time and to be exercised for general or specific objects and upon such terms and with such restrictions as it may think fit.
26.6. The Directors may exercise the Voting Rights attached to the shares in any other company held or owned by the Company in all respects in the manner in which they deem fit.
27. BOARD COMMITTEES
27.1. The Directors may appoint any number of Board committees and
27.1.1. constitute such committees
27.1.1.1. as required in terms of the Companies Act, Listings Requirements and the listings requirements of any Exchange on which the Securities of the Company are listed in addition to the JSE; and
27.1.1.2. as recommended in terms of any applicable code of good corporate governance;
27.1.2. delegate to such committees any authority of the Board, subject to the delegations of authority set out in the terms of reference applicable to each committee.
27.2. The members of any such committees may include Persons who are not Directors, but such Persons shall not be able to vote.
27.3. A Director may be appointed to more than one Board Committee.
27.4. No Person shall be appointed as a member of a Board committee, if he is Ineligible or Disqualified and any such appointment shall be a nullity. A Person placed under probation by a court must not serve as a member of a Board committee unless the order of court so permits.
27.5. The Board, from time to time, may prescribe general qualifications for an Individual to serve as a member of a Board committee in addition to the requirements of the Companies Act.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
27.6. A member of a Board committee shall cease to hold office as such immediately he becomes Ineligible or Disqualified in terms of the Companies Act.
27.7. Committees of the Board may consult with or receive advice from any Person, provided that the prior written consent of the Company Secretary to any such consultation with, or request for advice from, any such Person has been obtained.
27.8. Meetings and other proceedings of a committee of the Board consisting of more than 1 (one) member shall be governed by the provisions of this MOI regulating the meetings and proceedings of Directors in so far as they are applicable thereto and are not substituted by terms of reference provided for by the Board in terms of clause 27.1.
27.9. The composition of such committees, a brief description of their mandates, the number of meetings held and other relevant information must be disclosed in the annual report of the Company.
28. PERSONAL FINANCIAL INTERESTS OF DIRECTORS AND PRESCRIBED OFFICERS AND MEMBERS OF BOARD COMMITTEES
28.1. For the purposes of this clause 28 (Personal Financial Interests of Directors and Prescribed Officers and Members of Board Committees), -
28.1.1. Director includes an Alternate Director, a Prescribed Officer, and a Person who is a member of a committee of the Board, irrespective of whether or not the Person is also a member of the Board; and
28.1.2. Related Person when used in reference to a Director, has the meaning set out in section 1, but also includes a second company of which the Director or a Related Person is also a Director, or a close corporation of which the Director or a Related Person is a Member.
28.2. This clause 28 (Personal Financial Interests of Directors and Prescribed Officers and Members of Board Committees) shall not apply to a Director in respect of a decision that may generally affect
28.2.1. all of the Directors in their capacity as Directors, but in that case all the Directors shall act in accordance with and as if section 75(3) were applicable unless the Directors are acting pursuant to an authorisation given by the Holders for the Directors to make a decision within certain thresholds, relating to their capacity as Directors; or
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
28.2.2. a class of Persons, despite the fact that the Director is one member of that class of Persons, unless the only members of the class are the Director or Persons Related or Inter-related to the Director. In such event the Director shall be treated as not having a Personal Financial Interest, unless the class is predominantly made up of Directors and Persons Related or Inter-related to such Directors and in the circumstances the conflict of the Director requires the provisions of this clause 28 (Personal Financial Interests of Directors and Prescribed Officers and Members of Board Committees) to apply.
28.3. If despite the Listings Requirements, there is only 1 (one) Director in office at any time, and since the Company is listed and that Director cannot as a result hold all of the Beneficial Interests of all of the issued Securities of the Company, that Director may not -
28.3.1. approve or enter into any agreement in which the Director or a Related Person has a Personal Financial Interest; or
28.3.2. as a Director, determine any other matter in which the Director or a Related Person has a Personal Financial Interest,
unless the agreement or determination is approved by an Ordinary Resolution after the Director has disclosed the nature and extent of that Personal Financial Interest to those entitled to vote on such Ordinary Resolution.
28.4. At any time, a Director may disclose any Personal Financial Interest in advance, by delivering to the Board, or Holders (if the circumstances contemplated in clause 28.3 prevail), a notice in Writing setting out the nature and extent of that Personal Financial Interest, to be used generally by the Company until changed or withdrawn by further Written notice from that Director.
28.5. If, in the reasonable view of the other non-conflicted Directors, a Director or the Related Person in respect of such Director acts in competition with the Company relating to the matter to be considered at the meeting of the Board, the Director shall only be entitled to such information concerning the matter to be considered at the meeting of the Board as shall be necessary to enable the Director to identify that such Personal Financial Interest exists or continues to exist.
28.6. If a Director (whilst the circumstances contemplated in clause 28.3 are not applicable), has a Personal Financial Interest in respect of a matter to be considered at a meeting of the Board, or Knows that a Related Person has a Personal Financial Interest in the matter, that Director must comply with the requirements set out in section 75(5).
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
28.7. If a Director acquires a Personal Financial Interest in an agreement or other matter in which the Company has a Material interest, or Knows that a Related Person has acquired a Personal Financial Interest in the matter, after the agreement or other matter has been approved by the Company, the Director must promptly disclose to the Board, or to the Holders entitled to vote (if the Company is a company contemplated in clause 28.3), the nature and extent of that Personal Financial Interest, and the material circumstances relating to the Director or Related Persons acquisition of that Personal Financial Interest.
28.8. A decision by the Board, or a transaction or agreement approved by the Board, or by the Holders (if the Company is a company contemplated in clause 28.3), is valid despite any Personal Financial Interest of a Director or Person Related to the Director, only if
28.8.1. it was approved following the disclosure of the Personal Financial Interest in the manner contemplated in this clause 28 (Personal Financial Interests of Directors and Prescribed Officers and Members of Board Committees); or
28.8.2. despite having been approved without disclosure of that Personal Financial Interest, it has been ratified by an Ordinary Resolution following disclosure of that Personal Financial Interest or has been declared to be valid by a court.
29. PROCEEDINGS OF DIRECTORS
29.1. Convening of Directors Meetings
29.1.1. A Director authorised by the Board (or the Company Secretary on the request of a Director authorised by the Board)
29.1.1.1. may, at any time, call a meeting of the Directors; and
29.1.1.2. must call a meeting of the Directors if required to do so by at least
29.1.1.2.1. 25% (twenty five per cent) of the Directors, in the case of a Board that has at least 12 (twelve) members; or
29.1.1.2.2. 2 (two) Directors, in any other case.
29.1.2. The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as its thinks fit.
29.1.3. All meetings shall be held at the place determined by the chairman and in the absence of the chairman, shall be held where the Companys Registered Office is for the time being situated. A meeting of Directors may be conducted by
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
Electronic Communication and any of the Directors may participate in a meeting by Electronic Communication provided that the Electronic Communication facility employed ordinarily enables all Persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate effectively in the meeting.
29.2. Notice of Directors Meetings
29.2.1. The Directors may determine what period of notice shall be given of meetings of Directors and may determine the means of giving such notice which may include telephone, telefax or Electronic Communication. For matters requiring urgent resolution by the Directors, notice of meetings may be given by telephone or Electronic Communication. It shall be necessary to give notice of a meeting of Directors to all Directors (including Alternate Directors).
29.2.2. If all of the Directors
29.2.2.1. acknowledge actual receipt of the notice;
29.2.2.2. are present at a meeting of the Directors; or
29.2.2.3. waive notice of the meeting,
the meeting may proceed even if the Company failed to give the required notice of that meeting, or there was a defect in the giving of the notice.
29.3. Quorum
29.3.1. The quorum for a Directors meeting is 5 (five) Directors of which not less than 3 (three) Directors shall be non-executive.
29.3.2. A meeting of Directors at which a quorum is present shall be authorised to exercise all or any of the powers and authorities which vest in the Directors or which may be exercised by them in terms of this MOI or the Companies Act.
29.4. Chairman
29.4.1. The Directors may elect a chairman, vice-chairman and/or lead independent non-executive Director of their meetings and determine the period for which they are to hold office.
29.4.2. If no chairman, vice-chairman or lead independent non-executive Director is elected, or if at any meeting the chairman or vice-chairman have given notice of
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
their inability to be present at the meeting, or such chairman or vice-chairman is not present within 5 (five) minutes after the time appointed for holding it, or the chairman or vice-chairman is present at the Directors meeting but is unwilling to act as chairman, the Directors present may choose one of their number to be chairman of the meeting. If an interim vacancy in the office of chairman, vice-chairman or lead independent non-executive Director arises, the Directors may elect a chairman, vice-chairman or lead independent non-executive Director, as the case may be.
29.5. Voting
29.5.1. Each Director has 1 (one) vote on a matter before the Board and a majority of the votes cast on a resolution is sufficient to approve that resolution.
29.5.2. In the case of a tied vote the chairman may not cast a deciding vote and the matter being voted on fails.
29.5.3. The Company must keep minutes of the meetings of the Board, and any of its committees as prescribed in the Companies Act.
29.5.4. Resolutions adopted by the Board
29.5.4.1. must be dated and sequentially numbered; and
29.5.4.2. are effective as of the date of the resolution, unless the resolution states otherwise.
29.5.5. Any minutes of a meeting, or a resolution, or any extract therefrom, signed by the chairman of the meeting, or by the chairman of the next meeting of the Board, or by any Person authorised by the Board to sign same in his stead, or by any 2 (two) Directors, are/is evidence of the proceedings of that meeting, or adoption of that resolution, as the case may be without the necessity for further proof of the facts stated. The Company Secretary or his authorised nominee may sign an extract from the minutes of a Board meeting, or a resolution, which shall constitute evidence of the proceedings of that meeting, or adoption of that resolution, as the case may be without the necessity for further proof of the facts stated.
29.5.6. A Written resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted, provided that each Director who is able to receive notice, has received notice of the matter to be decided. For the purposes hereof a Written resolution means a resolution passed other
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
than at a meeting of Directors, in respect of which, subject to clause 29.5.3, a majority of Directors (for which purpose one or more Alternate Directors shall be entitled to sign a round robin resolution if one or more Directors are not able to sign or timeously return a signed copy of the resolution, and without his vote/s the requisite majority cannot be achieved), voted in favour by signing in Writing a resolution in counterparts or otherwise. Any such resolution may consist of one or more documents, with the same form and contents, which in aggregate have been signed by the required number of Directors or Alternate Directors.
30. VALIDITY OF ACTS OF DIRECTORS
As regards all persons dealing in good faith with the Company, all acts of a Director shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or election.
31. PRESCRIBED OFFICERS
31.1. No Person shall act as a Prescribed Officer, if he is Ineligible or Disqualified. A Person placed under probation by a court must not consent to be appointed to an office or undertake any functions which would result in him being a Prescribed Officer nor act in such office nor undertake any such functions unless the order of court so permits.
31.2. A Prescribed Officer shall cease to hold office immediately after he becomes Ineligible or Disqualified in terms of the Companies Act or the Companys employment policies.
32. APPOINTMENT OF COMPANY SECRETARY
32.1. The Directors must appoint the Company Secretary from time to time, who
32.1.1. shall be a permanent resident of South Africa and remain so while serving as Company Secretary; and
32.1.2. shall have the requisite knowledge of, or experience in, any law relevant to or affecting the Company; and
32.1.3. may be a Juristic Person subject to the following
32.1.3.1. every employee of that Juristic Person who provides company secretary services, or partner and employee of that partnership, as the case may be, is not Ineligible or Disqualified;
32.1.3.2. at least 1 (one) employee of that Juristic Person, or one partner or employee of that partnership, as the case may be, satisfies the requirements in clauses 32.1.1 and 32.1.2;
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
32.2. Within 60 (sixty) Business Days after a vacancy arises in the office of Company Secretary, the Board must fill the vacancy by appointing a Person whom the Board considers to have the requisite knowledge and experience. A change in the membership of a Juristic Person or partnership that holds office as Company Secretary does not constitute a vacancy in the office of Company Secretary, if the Juristic Person or partnership continues to satisfy the requirements of clause 32.1.3.
32.3. If at any time a Juristic Person or partnership holds office as Company Secretary of the Company
32.3.1. the Juristic Person or partnership must immediately notify the Board if the Juristic Person or partnership no longer satisfies the requirements of clause 32.1.3, and is regarded to have resigned as Company Secretary upon giving that notice to the Company;
32.3.2. the Company is entitled to assume that the Juristic Person or partnership satisfies the requirements of clause 32.1.3, until the Company has received a notice contemplated in clause 32.3.1; and
32.3.3. any action taken by the Juristic Person or partnership in performance of its functions as Company Secretary is not invalidated merely because the Juristic Person or partnership had ceased to satisfy the requirements of clause 32.1.3 at the time of that action.
32.4. The Company Secretary may resign from office by giving the Company 1 (one) months Written notice or less than that with the prior Written approval of the Board.
32.5. If the Company Secretary is removed from office by the Board, the Company Secretary may, by giving Written notice to that effect to the Company by not later than the end of the financial year in which the removal took place, require the Company to include a statement in its annual Financial Statements relating to that financial year, not exceeding a reasonable length, setting out the Company Secretarys contention as to the circumstances that resulted in the removal. The Company must include this statement in the Directors report in its annual Financial Statements.
33. DISTRIBUTIONS
33.1. The Company
33.1.1. may make Distributions from time to time, provided that
33.1.1.1. any such Distribution
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
33.1.1.1.1. is pursuant to an existing legal obligation of the Company, or a court order; or
33.1.1.1.2. the Board, by resolution, has authorized the Distribution in accordance with the Companies Act;
33.1.1.2. it reasonably appears that the Company will satisfy the Solvency and Liquidity Test immediately after completing the proposed Distribution; and
33.1.1.3. the Board, by resolution, has acknowledged that it has applied the Solvency and Liquidity Test and reasonably concluded that the Company will satisfy the Solvency and Liquidity Test immediately after completing the proposed Distribution; and
33.1.1.4. no obligation is imposed, if it is a distribution of capital, that the Company is entitled to require it to be subscribed again;
33.1.1.5. any payment to Shareholders which is not pro rata to all Shareholders will be regarded as a specific payment and will require the Company to obtain the approval of its Shareholders at a Shareholders Meeting, which approval is not required in respect of cash dividends paid out of retained income, scrip dividends or capitalisation issues;
33.1.1.6. where the underlying Securities are unlisted when the Company effects a Distribution in specie by way of an unbundling (either by way of pro rata or specific payment) or where such Securities become unlisted as a result of the unbundling, Shareholder approval is required;
33.1.2. must before incurring any debt or other obligation for the benefit of any Holders, comply with the requirements in clause 33.1.1,
and must complete any such Distribution fully within 120 (one hundred and twenty) Business Days after the acknowledgement referred to in clause 33.1.1, failing which it must again comply with the aforegoing.
33.2. No notice of change of address or instructions as to payment received less than 3 (three) Business Days before the date of payment of the dividend of other Distribution shall become effective until after the dividend or other Distribution has been made, unless the Board so determines at the time the dividend or other Distribution is approved.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
33.3. All unclaimed Distributions as contemplated in this clause
33.3.1. will be held for a period of 3 (three) years without the Company being entitled to use same; and may be invested or otherwise be made use of by the Directors for the benefit of the Company until claimed, without the payment of interest, provided that any dividend or other Distribution remaining unclaimed for a period of not less than 12 (twelve) years from the date on which it became payable may be forfeited by resolution of the Directors for the benefit of the Company.
33.3.2. After the expiry of the 3 (three) year period referred to in clause 33.3.1, may be invested or otherwise be made use of by the Directors for the benefit of the Company,
without the payment of interest, provided that any dividend or other Distribution remaining unclaimed for a period of not less than 12 (twelve) years from the date on which it became payable may be forfeited by resolution of the Directors for the benefit of the Company and upon the passing of such resolution the Holders concerned shall no longer have any claim against the Company in respect thereof.
33.4. The Company shall be entitled at any time to delegate its obligations in respect of unclaimed dividends or other unclaimed Distributions, to any one of the Companys bankers from time to time.
33.5. Where Shareholders reside outside South Africa, the Directors are empowered, subject to applicable law, to make Distributions in another appropriate currency and in such case to determine the date upon which and the exchange rate at which the Distributions shall be converted into that other currency.
33.6. If any problem arises in connection with a Distribution, the Directors may settle same as they deem fit, and in particular may determine the value in respect of a Distribution in specie of the assets forming part thereof, and may determine to make cash payments as necessary, and may vest any such assets in trustees upon such trust for the Persons entitled to the Distribution as they deem fit.
33.7. If several Persons are registered as the joint Holders of any Security, any one of such Persons may give valid receipts for all the Distributions in respect of such Security.
33.8. Each Holder shall provide the Company with his banking details in Writing and notify the Company in Writing of any changes to such banking details. A Distribution will be paid by electronic funds transfer or otherwise as the Board may from time to time decide, unless a particular Holder requests in Writing for such payment to be made by cheque (in which case
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Company Secretary: Sasol Limited] |
that Holder shall bear the risk of such payment by cheque). Proof of payment shall be sent to the Electronic Address of the Holder entitled thereto or to any other address requested by him in the case of joint Holders to that one of them named first in the Securities Register in respect of such joint Holding, and suchproof of payment exempts the Company of liability in respect of such dividend. If a Shareholder has requested that Distributions be paid to him by cheque and the amount of any 1 (one) Distribution is less than R100 (one hundred Rands), such amount shall be retained in trust, in the Companys unclaimed dividend account, for the benefit of such Shareholder until such amount exceeds R100 (one hundred Rands), whereupon it shall be paid by the Company to the Shareholder.
34. LOSS OF DOCUMENTS
The Company shall not be responsible for the loss in transmission of any cheque, warrant, certificate or (without any limitation eiusdem generis) other document sent through the post either to the registered address of any Holder or to any other address requested by the Holder.
35. NOTICES
35.1. The Company may give notices, documents, records or statements by personal delivery to the Holder or holder of Beneficial Interests or by sending them prepaid through the post or by transmitting them by fax or by Electronic Communication to such Persons last known address. The Company must give notice of
35.1.1. any Shareholders Meeting in the manner referred to in clause 35.1 to each Person entitled to vote at such Shareholders Meeting, other than proxies and Persons entitled to vote at such Shareholders Meeting who have elected not to receive such notice;
35.1.2. availability of a document, record or statement to the Holder or holder of Beneficial Interests in the manner prescribed in the Companies Act and/or the Regulations.
35.2. Any Holder or holder of Beneficial Interests who/which has furnished an Electronic Address to the Company, by doing so
35.2.1. authorises the Company to use Electronic Communication to give notices, documents, records or statements to him; and
35.2.2. confirms that same can conveniently be printed by the Holder / holder of the Beneficial Interests within a reasonable time and at a reasonable cost.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
35.3. A Holder or Person entitled to Securities (or his executor) shall be bound by every notice in respect of the Securities Delivered to the Person who was, at the date on which that notice was Delivered, shown in the Securities Register or established to the satisfaction of the Directors (as the case may be) as the Holder of or Person entitled to the Securities, notwithstanding that the Holder or Person entitled to Securities may then have been dead or may subsequently have died or have been or become otherwise incapable of acting in respect of the Securities, and notwithstanding any transfer of the Securities was not registered at that date. The Company shall not be bound to enter any Person in the Securities Register as entitled to any Securities until that Person gives the Company an address for entry on the Securities Register.
35.4. If joint Holders are registered in respect of any Securities or if more than 1 (one) Person is entitled to Securities, all notices shall be given to the Person named first in the Securities Register in respect of the Securities, and notice so Delivered shall be sufficient notice to all the Holders of or Persons entitled to or otherwise interested in the Securities.
35.5. The Company shall not be bound to use any method of giving notice, documents, records or statements or notices of availability of the aforegoing, contemplated in the Regulations in respect of which provision is made for deemed delivery, but if the Company does use such a method, the notice, document, record or statement or notice of availability of the aforegoing shall be deemed to be delivered on the day determined in accordance with Table CR3 in the Regulations (which is included as Schedule 5 for easy reference but which does not form part of this MOI for purposes of interpretation). In any other case, when a given number of days notice or notice extending over any period is required to be given (which are not Business Days which shall be calculated in accordance with clause 2 (Calculation of Business Days)), the provisions of clause 2 (Calculation of Business Days) shall also be applied.
35.6. The holder of a Share warrant to bearer shall not, unless it be otherwise expressed in the warrant, be entitled in respect thereof to notice of any Shareholders Meeting or otherwise, except by way of advertisement in a Johannesburg daily newspaper, provided that where a branch Securities Register or transfer office has been established, such advertisement shall also be inserted in at least 1 (one) daily newspaper circulating in the district in which any branch Securities Register or transfer office is located, for at least 7 (seven) days. Any notice given by advertisement shall be deemed to have been delivered on the first day when the newspaper containing such advertisement shall be published.
35.7. As regards the signature of an Electronic Communication by a Holder, it shall be in such form as the Directors may specify to demonstrate that the Electronic Communication is genuine,or failing any such specification by the Directors, subject to section 13 of the
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Company Secretary: Sasol Limited] |
Electronic Communications and Transactions Act, it shall be constituted by the Holder indicating in the Electronic Communication that it is the Holders intention to use the Electronic Communication as the medium to indicate the Holders approval of the information in, or the Holders signature of the document in or attached to, the Electronic Communication which contains the name of the Holder sending it in the body of the Electronic Communication.
36. INDEMNITY
36.1. For the purposes of this clause 36 (Indemnity), Director includes a former Director, an Alternate Director, a Prescribed Officer, a Person who is a member of a committee of the Board, irrespective of whether or not the Person is also a member of the Board and a member of the Audit committee.
36.2. The Company may
36.2.1. not directly or indirectly pay any fine that may be imposed on a Director, or on a Director of a Related company, as a consequence of that Director having been convicted of an offence in terms of any national legislation unless the conviction was based on strict liability;
36.2.2. advance expenses to a Director to defend litigation in any proceedings arising out of the Directors service to the Company; and
36.2.3. directly or indirectly indemnify a Director for
36.2.3.1. any liability, other than in respect of
36.2.3.1.1. any liability arising in terms of section 77(3)(a), (b) or(c) or from wilful misconduct or wilful breach of trust on the part of the Director; or
36.2.3.1.2. any fine contemplated in clause 36.2.1;
36.2.3.2. any expenses contemplated in clause 36.2.2, irrespective of whether it has advanced those expenses, if the proceedings
36.2.3.2.1. are abandoned or exculpate the Director; or
36.2.3.2.2. arise in respect of any other liability for which the Company may indemnify the Director in terms of clause 36.2.3.
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Company Secretary: Sasol Limited] |
36.3. The Company may purchase insurance to protect
36.3.1. a Director against any liability or expenses contemplated in clause 36.2.2 or 36.2.3; or
36.3.2. the Company against any contingency including but not limited to
36.3.2.1. any expenses
36.3.2.1.1. that the Company is permitted to advance in accordance with clause 36.2.2; or
36.3.2.1.2. for which the Company is permitted to indemnify a Director in accordance with clause 36.2.3.2; or
36.3.2.2. any liability for which the Company is permitted to indemnify a Director in accordance with clause 36.2.3.1.
36.4. The Company is entitled to claim restitution from a Director or of a Related company for any money paid directly or indirectly by the Company to or on behalf of that Director in any manner inconsistent with section 78.
36.5. Subject to the provisions of this MOI, no Director is liable for the acts, receipts, neglect or default of any other Director, or for joining, for the sake of conformity, in any receipt or other act, or for loss or expense suffered or incurred by the Company as a result of the insufficiency or deficiency of title to any property acquired by order of the Directors for and on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the money of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or unlawful act of any Person with whom money or Securities were deposited, or for any loss or damage occasioned by any error of judgement or oversight on his part, or for any other loss, damage or misfortune of whatever nature which occurred in the execution of the duties of his office or in relation thereto, unless same occurred in consequence of his own negligence, neglect, breach of duty or disregard of a trust.
37. REPURCHASE OF SECURITIES
Subject to clause 39.5, the Company is authorised to repurchase its Securities subject to compliance with the Companies Act and the Listings Requirements, including for the purposes of an odd-lot offer as contemplated in the Listings Requirements.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
38. WINDING-UP
Upon winding-up, any part of the assets of the Company remaining after the payment of the debts and liabilities of the Company and the costs of liquidation, including Securities of other companies, may -
38.1. with the sanction of a Special Resolution, be divided in specie among the Shareholders in proportion to the number of Shares respectively held by each of them, provided that the provisions of this MOI shall be subject to the rights of the Holders of Securities issued upon special conditions; or
38.2. with the same sanction, be vested in trustees for the benefit of such Shareholders, and the liquidation of the Company may be finalised and the Company dissolved.
39. RIGHTS, PRIVILEGES AND CONDITIONS ATTACHING TO THE PREFERRED ORDINARY SHARES
The Preferred Ordinary Shares in the Share capital of the Company shall have the following rights, privileges and conditions -
39.1. Definitions
39.1.1. In this clause 39, headings are for convenience only and shall not be used in its interpretation and, unless the context clearly indicates a contrary intention, an expression which denotes any gender includes the other genders, any reference to a natural person includes a reference to an artificial or juristic person and vice versa, the singular includes the plural and vice versa and the followings words and expressions shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meanings -
39.1.1.1. Board - the board of directors of the Company from time to time;
39.1.1.2. Business Day - each calendar day, other than Saturdays, Sundays and official public holidays in South Africa, on which banks are open for business in South Africa;
39.1.1.3. Cessation of Preferred Rights the automatic cessation of all Privileges and Conditions set out in Articles 39.3, 39.4, 39.5, 39.6, 39.7, 39.8, 39.12 and 39.13 attaching to a Preferred Ordinary Share and the automatic re-designation of such Preferred Ordinary Share into and as an Ordinary Share in accordance with clause 39.11;
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Company Secretary: Sasol Limited] |
39.1.1.4. Class A Preference Share - a class A cumulative fixed rate redeemable preference share with a par value of ZAR0,01 (one cent) in the issued Share capital of Groups FundCo and/or Public FundCo (as the context may indicate);
39.1.1.5. Class A Preference Shareholder in relation to a Class A Preference Share the registered holder (as reflected in the Securities Register of Groups FundCo and/or Public FundCo, as the case may be) of that Class A Preference Share from time to time and for the time being;
39.1.1.6. Class A Preference Share Terms the rights, privileges and conditions attaching to the Class A Preference Shares, as set out in the Groups FundCo Subordination and Agency Agreement and the Public FundCo Subordination and Agency Agreement (as the context may indicate);
39.1.1.7. Class B Preference Share - a Class B cumulative fixed rate redeemable preference Share with a par value of ZAR0,01 (one cent) in the issued Share capital of Groups FundCo and/or Public FundCo (as the context may indicate);
39.1.1.8. Class B Preference Shareholder - in relation to a Class B Preference Share the registered holder (as reflected in the Securities Register of Groups FundCo and/or Public FundCo, as the case may be) of that Class B Preference Share from time to time and for the time being;
39.1.1.9. Class B Preference Share Terms the rights, privileges and conditions attaching to the Class B Preference Shares, as set out in the Groups FundCo Subordination and Agency Agreement and the Public FundCo Subordination and Agency Agreement (as the context may indicate);
39.1.1.10. Class C Preference Share - a Class C cumulative floating rate redeemable preference Share with a par value of ZAR0,01 (one cent) in the issued Share capital of Groups FundCo and/or Public FundCo (as the context may indicate);
39.1.1.11. Class C Preference Shareholder in relation to a Class CPreference Share the registered holder (as reflected in the
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Company Secretary: Sasol Limited] |
Securities Register of Groups FundCo and/or Public FundCo, as the case may be) of that Class C Preference Share from time to time and for the time being;
39.1.1.12. Class C Preference Share Terms the rights, privileges and conditions attaching to the Class C Preference Shares, as set out in the Groups FundCo Subordination and Agency Agreement and the Public FundCo Subordination and Agency Agreement (as the context may indicate);
39.1.1.13. Credit for STC - the amount of any dividends accrued to a company which may be deducted from the amount of any dividend declared by that company in determining the net amount of such dividend declared in accordance with the provisions of section 64B(3) of the Income Tax Act, 1962;
39.1.1.14. Dividend in respect of a class of Shares - a dividend declared or otherwise paid by the Company to the Registered Holders of that class of Shares in their capacity as such;
39.1.1.15. Encumber - any
39.1.1.15.1. mortgage, pledge, lien, assignment or cession conferring security, hypothecation, security interest, preferential right, trust arrangement, lease, option, right of first refusal, right of pre-emption, right of retention or any other encumbrance securing any obligation of any person;
39.1.1.15.2. agreement, arrangement or transaction under or pursuant to which
39.1.1.15.2.1. a security interest is created and/or security is granted over any asset; and/or
39.1.1.15.2.2. any money or claims to, or for the benefit of, a bank or other account may be applied, set-off or made subject to a combination of accounts so as to effect a full or
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Company Secretary: Sasol Limited] |
partial discharge of any sum owed or payable to any person; or
39.1.1.15.3. other type of preferential agreement, arrangement or transaction (including any title transfer and retention arrangement), the effect of which is the creation of a security interest,
and the words Encumbrance and Encumbered shall be construed in a like manner;
39.1.1.16. Final Preferred Ordinary Dividend a Dividend deemed to be declared and required to be paid in respect of each Preferred Ordinary Share on the Redesignation Date of such Preferred Ordinary Share, as contemplated in clause 39.4.3.2;
39.1.1.17. Groups FundCo Sasol Inzalo Groups Funding Proprietary Limited (Registration No. 2007/030536/07), a private company with limited liability duly incorporated under the laws of South Africa;
39.1.1.18. Groups FundCo Call Option the call option granted by the Groups FundCo Preference Shareholders to the Company as set out in clause 10 of the Groups FundCo Subordination and Agency Agreement;
39.1.1.19. Groups FundCo Preference Share - a Class A Preference Share, a Class B Preference Share or a Class C Preference Share issued by Groups FundCo from time to time;
39.1.1.20. Groups FundCo Preference Share Agent the preference Share agent appointed by the Groups FundCo Preference Shareholders in writing to act on their behalf pursuant to clause 4 of the Groups FundCo Subordination and Agency Agreement;
39.1.1.21. Groups FundCo Preference Shareholder - a registered holder of one or more Groups FundCo Preference Shares at that point in time;
39.1.1.22. Groups FundCo Redesignation Date in respect of a Preferred Ordinary Share held by Groups FundCo the date on which a Cessation of Preferred Rights occurs in respect of that Preferred Ordinary Share and on which that Preferred Ordinary Share is
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Company Secretary: Sasol Limited] |
automatically re-designated into an Ordinary Share, being the date which is the earlier of
39.1.1.22.1. the 10th (tenth) anniversary of the Issue Date of the first Preferred Ordinary Share to be issued, or a date selected by Sasols Board (or anyone to whom it delegates its authority), occurring during the period 1 April 2018 to 27 June 2018, to facilitate a co-ordinated approach in an appropriate manner to the termination of the Sasol Inzalo BEE transaction that was implemented in 2008; or
39.1.1.22.2. the date of receipt by the Company of a written notice from the Groups FundCo Preference Share Agent referring to the Preferred Ordinary Shares held by Groups FundCo and confirming that a Redemption Event has occurred in respect of any Groups FundCo Preference Share, unless the Company has at such date already exercised its rights under the Groups FundCo Call Option,
provided that if such date falls on a day which is not a Business Day, the Groups FundCo Redesignation Date shall fall on the immediately succeeding Business Day;
39.1.1.23. Groups FundCo Subordination and Agency Agreement the written subordination and agency agreement concluded between the Groups FundCo Preference Share Agent, the Company, Sasol Financing Proprietary Limited, the subscribers for Groups FundCo Preference Shares listed in annexure A to that agreement and Groups FundCo;
39.1.1.24. Holder at a point in time - a Registered Holder of a Preferred Ordinary Share at that point in time;
39.1.1.25. Issue Date of a Preferred Ordinary Share - the date on which that Preferred Ordinary Share is issued;
39.1.1.26. Normal Distribution in respect of Ordinary Shares (or any class of Shares in the Share capital of the Company other than the Preferred Ordinary Shares) - any Shareholder Distribution declared
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Company Secretary: Sasol Limited] |
and paid by the Company in respect of Ordinary Shares (or that other class of Shares other than the Preferred Ordinary Shares) which is not a Special Distribution;
39.1.1.27. Ordinary Shareholder at a point in time - the Registered Holder of one or more Ordinary Shares at that point in time;
39.1.1.28. Person includes natural persons, companies, corporations, close corporations, trusts, foundations, firms, partnerships and other entities, juristic persons and associations of persons, wheresoever incorporated or registered and whether or not incorporated or registered;
39.1.1.29. Post-Redemption Event Cashflow Waterfall in relation to the Preferred Ordinary Shares, held by
39.1.1.29.1. Groups FundCo the Post-Redemption Event Cashflow Waterfall as defined in the Class A Preference Share Terms, Class B Preference Share Terms and Class C Preference Share Terms for purposes of the rights, conditions and privileges of any Class A Preference Share, any Class B Preference Share or any Class C Preference Share issued by Groups FundCo;
39.1.1.29.2. Public FundCo the Post-Redemption Event Cashflow Waterfall as defined in the Class A Preference Share Terms, Class B Preference Share Terms and Class C Preference Share Terms for purposes of the rights, conditions and privileges of any Class A Preference Share, any Class B Preference Share or any Class C Preference Share issued by Public FundCo;
39.1.1.30.. Preferred Ordinary Dividend - the cumulative preferential cash Dividend payable on each Preferred Ordinary Share, as provided for in clause 39.4;
39.1.1.31. Preferred Ordinary Share Class Meeting - a class meeting of the Holders as contemplated in clause 39.8;
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Company Secretary: Sasol Limited] |
39.1.1.32. Preference Share Agent - the Groups FundCo Preference Share Agent or the Public FundCo Preference Share Agent, as the context may indicate;
39.1.1.33. Prime Rate - the publicly quoted prime rate of interest (percent, per annum, compounded monthly in arrears and calculated on a 365 (three hundred and sixty five) day year irrespective of whether or not the year is a leap year) as published by The Standard Bank of South Africa Limited, (or its successor) as being its prime rate from time to time, as certified by any manager of such bank whose authority, appointment and designation need not be proved;
39.1.1.34. Privileges and Conditions the provisions and conditions attaching to the Preferred Ordinary Shares, as set out in this clause 39;
39.1.1.35. Public FundCo - Sasol Inzalo Public Funding Proprietary Limited (Registration No. 2008/000072/07), a private company with limited liability duly incorporated under the laws of South Africa;
39.1.1.36. Public FundCo Call Option the call option granted by the Public FundCo Preference Shareholders to the Company as set out in clause 10 of the Public FundCo Subordination and Agency Agreement;
39.1.1.37. Public FundCo Preference Share - a Class A Preference Share, a Class B Preference Share or a Class C Preference Share issued by Public FundCo from time to time;
39.1.1.38. Public FundCo Preference Share Agent the preference Share agent appointed by the Public FundCo Preference Shareholders in writing to act on their behalf pursuant to clause 4 of the Public FundCo Subordination and Agency Agreement;
39.1.1.39. Public FundCo Preference Shareholder at a point in time - a registered holder of one or more Public FundCo Preference Shares at that point in time;
39.1.1.40. Public FundCo Redesignation Date in respect of a Preferred Ordinary Share held by Public FundCo the date on which a Cessation of Preferred Rights occurs in respect of that Preferred Ordinary Share and on which that Preferred Ordinary Share is
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Company Secretary: Sasol Limited] |
automatically re-designated into an Ordinary Share, being the date which is the earlier of
39.1.1.40.1. the 10th (tenth) anniversary of the Issue Date of the first Preferred Ordinary Share to be issued, or a date selected by Sasols Board (or anyone to whom it delegates its authority), occurring during the period 1 April 2018 to 27 June 2018, to facilitate a co-ordinated approach in an appropriate manner to the termination of the Sasol Inzalo BEE transaction that was implemented in 2008; or
39.1.1.40.2. the date of receipt by the Company of a written notice from the Public FundCo Preference Share Agent referring to the Preferred Ordinary Shares held by Public FundCo and confirming that a Redemption Event has occurred in respect of any Public FundCo Preference Share held by Public FundCo unless the Company has at such date already exercised its rights under the Public FundCo Call Option,
provided that if such date falls on a day which is not a Business Day, the Public FundCo Redesignation Date shall fall on the immediately succeeding Business Day;
39.1.1.41. Public FundCo Subordination and Agency Agreement the written subordination and agency agreement concluded between the Public FundCo Preference Share Agent, the Company, Sasol Financing Proprietary Limited, the subscribers for Public FundCo Preference Shares listed in annexure A to that agreement and Public FundCo;
39.1.1.42. Redemption Event in relation to the Preferred Ordinary Shares held by
39.1.1.42.1. Groups FundCo - the occurrence of a Redemption Event as defined in the Class A Preference Share Terms, Class B Preference Share Terms and Class C Preference Share Terms under and for purposes of the rights, conditions and privileges of
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Company Secretary: Sasol Limited] |
any Class A Preference Share, any Class B Preference Share or any Class C Preference Share issued by Groups FundCo;
39.1.1.42.2. Public FundCo - the occurrence of a Redemption Event as defined in the Class A Preference Share Terms, Class B Preference Share Terms and Class C Preference Share Terms under and for purposes of the rights, conditions and privileges of any Class A Preference Share, any Class B Preference Share or any Class C Preference Share issued by Public FundCo;
39.1.1.43. Redesignation Date the Groups FundCo Redesignation Date and/or the Public FundCo Redesignation Date, as the context may indicate;
39.1.1.44. Registered Holder of a Share in the Company as at a point in time - the holder of that Share at that time as reflected in the Securities Register of the Company;
39.1.1.45. Shareholder Distribution in respect of a class of Shares - a Dividend, a capital or other distribution or any other payment to Registered Holders of that class of Shares in their capacity as such;
39.1.1.46. Special Distribution - any Dividend or other Shareholder Distribution declared and paid by the Company which (i) does not coincide (in respect of date) with either the normal annual final Dividend or normal semi-annual interim Dividend declared by the Company on or in respect of the Ordinary Shares, or (ii) entails the declaration or distribution of any Dividend in specie, or (iii) entails the payment or distribution of an amount exceeding 5% (five per cent) of the Companys market capitalisation on the JSE as at the date of declaration, but then only in respect of the amount of such excess, or (iv) is paid in respect of the Preferred Ordinary Shares as a result of a share buy-back transaction in terms of clause 39.5, or (v) is described by the Board as a special, extraordinary or abnormal Dividend or Shareholder Distribution;
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Company Secretary: Sasol Limited] |
39.1.1.47. STC - secondary tax on companies levied in terms of the Income Tax Act 58 of 1962 (as amended, repromulgated or substituted from time to time);
39.1.1.48. Tax - any tax, duty, levy, surcharge or imposition of any nature whatever, and any penalties or interest payable in respect thereof, which may be lawfully imposed under the laws of South Africa, including STC or any other tax on Dividends.
39.1.2. When calculating any increase, decrease and/or reduction for purposes of determining any Tax, Credit for STC or credit for Tax on Dividends, such calculation shall be done on the basis of no double counting.
39.1.3. When the day for performance of any obligation of the Company in relation to the Preferred Ordinary Shares is not a Business Day then the Company shall perform such obligation on the immediately succeeding Business Day on the basis that such later performance shall not affect any calculation required to be made in respect of the Preferred Ordinary Shares.
39.1.4. All calculations to be made by applying an annualised rate to an amount shall be made on the basis of the assumption that the year in question is a 365 (three hundred and sixty five) day year.
39.1.5. Any term used in this clause 39 that refers to a South African legal concept or process (for example, without limiting the aforegoing, winding-up, business rescue, curatorship or the like) shall be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction to the laws of which the Company may be or become subject.
39.1.6. Any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as at the Issue Date, and as amended or substituted from time to time.
39.1.7. Any reference to any agreement, deed, bond or other document shall include a reference to all annexures, appendices, schedules and other attachments thereto and shall be a reference to that agreement, deed, bond or other document (including such annexures, appendices, schedules and other attachments thereto) as amended, novated and/or replaced from time to time.
39.1.8. Any reference to Subsidiary, Subsidiary Company, Subsidiaries or Holding Company shall be given the meaning which would be ascribed thereto in accordance with the provisions of the Companies Act. Where any
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Company Secretary: Sasol Limited] |
term is defined within a particular clause of this MOI other than this clause 39, that term shall bear the meaning ascribed to it in that clause wherever it is used in this clause 39.
39.1.9. Where any period or number of days is to be calculated, such period or number shall be calculated as including the first day and excluding the last day, provided that if the last day of such period or number so calculated falls on a day which is not a Business Day, the last day shall be deemed to be the immediately succeeding day which is a Business Day.
39.1.10. The use of the word including, include and includes followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such wording or such specific example/s.
39.1.11. The word Dispose shall mean any form of alienation of any property or assets and any agreement for such form of alienation of property or assets and shall include a sale, donation, pledge, cession, assignment or licence, and the words Disposed, Disposition and Disposal shall be construed in a like manner, provided that the payment of money shall not constitute a Disposal.
39.1.12. The word Month means a period starting on one day in any calendar month and ending on the day before the numerically corresponding day in the next calendar month, provided that (i) if any such period would otherwise end on a day in the later calendar month which is not a Business Day, it shall end on the immediately preceding Business Day in the later calendar month and (ii) if a period starts on the last Business Day in a calendar month, or if there is no numerically corresponding day in the next calendar month in which that period ends, that period shall end on the last Business Day in that later calendar month.
39.2. Issue and certificates
39.2.1. Other than in regard to the Preferred Ordinary Shares consented to be issued by the JSE on or about 29 February 2008, Preferred Ordinary Shares shall only be issued in accordance with such requirements as the JSE may impose from time to time. Each Preferred Ordinary Share shall be issued at such subscription price as may be agreed in writing between the Company and the Subscriber for that Preferred Ordinary Share, and each Preferred Ordinary Share shall, until its Redesignation Date, have the rights, privileges and conditions as set out in these Privileges and Conditions.
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Company Secretary: Sasol Limited] |
39.2.2. The Share certificate issued by the Company to a Holder in respect of each Preferred Ordinary Share held by such Holder shall be endorsed with the amount originally paid for the issue of that Preferred Ordinary Share.
39.3. Ranking
Save as provided to the contrary in clauses 39.4 to 39.9 (both inclusive) and in clauses 39.11 to 39.13 (both inclusive), each Preferred Ordinary Share shall, until its Redesignation Date, rank pari passu in all respects with each Ordinary Share, including in relation to the right (i) to vote, (ii) to receive notice of, attend and speak at all Shareholder Meetings, (iii) to participate in any rights, capitalisation, share split, bonus, consolidation, unbundling transactions or other similar issues and offers, and (iv) to participate in and receive any Special Distribution declared or distributed by the Company to its Ordinary Shareholders, but specifically excluding the right to participate in and receive any Normal Distribution declared or distributed by the Company to its Ordinary Shareholders.
39.4. Preferred Ordinary Dividends
39.4.1. The Board shall be entitled, from time to time, to declare and pay any Dividend and to declare and distribute any other Shareholder Distribution to any Ordinary Shareholder other than Holders, provided that (notwithstanding any other provision of this MOI), -
39.4.1.1. no such declaration shall be made unless done on the basis that the payment of such Dividend or the distribution of such other Shareholder Distribution (as the case may be) shall be subject to the prior payment in full of all Preferred Ordinary Dividends that should, in terms of the following provisions of this clause 39.4, have been declared and paid as at such point in time; and
39.4.1.2. no such payment or distribution shall be made unless and until the Company has declared and paid all Preferred Ordinary Dividends that should, in terms of the following provisions of this clause 39.4, have been declared and paid as at such point in time.
39.4.2. Notwithstanding the provisions of clause 39.4.1, the Board shall be entitled to declare and pay any Dividend and any other Shareholder Distribution to the Registered Holders of preference Shares in the Share capital of the Company prior to the Company declaring and paying all Preferred Ordinary Dividends that should have been declared and paid as at such point in time.
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Company Secretary: Sasol Limited] |
39.4.3. Notwithstanding any other provision of this MOI and irrespective of whether there are sufficient profits, reserves or other amounts available for distribution, each Preferred Ordinary Share shall confer on the Holder thereof, the right to receive and be paid (in priority to the Ordinary Shareholders and the Registered Holders of any other class of Shares in the capital of the Company, other than the Registered Holders of preference Shares), a Preferred Ordinary Dividend (which shall be deemed to have been declared) consisting of
39.4.3.1. on each of 31 March and 30 September in each year that -
39.4.3.1.1. falls between (i) the Issue Date of the first Preferred Ordinary Share to be issued and (ii) the earlier of the third anniversary of the Issue Date of the 1st (first) Preferred Ordinary Share to be issued, the Redesignation Date of the last Preferred Ordinary Share still in issue and the date on which the Company is deregistered or wound-up, in circumstances where
39.4.3.1.1.1. the period preceding the relevant date of 31 March and 30 September is a full 6 (six) month period, an amount per Preferred Ordinary Share of ZAR16 (sixteen Rands) per annum payable in equal instalments on each such dates of 31 March and 30 September in respect of the 6 (six) month period preceding each such date of 31 March and 30 September; or
39.4.3.1.1.2. the period preceding the relevant date of 31 March and 30 September is not a full 6 (six) month period, an amount per Preferred Ordinary Share equal to ZAR16 (sixteen Rands) multiplied by the actual number of days in the relevant period and divided by 365
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Company Secretary: Sasol Limited] |
(three hundred and sixty five) in respect of such period shorter than 6 (six) months; and
39.4.3.1.2. falls between (i) the 3rd (third) anniversary of the Issue Date of the 1st (first) Preferred Ordinary Share to be issued and (ii) the earlier of the 6th (sixth) anniversary of the Issue Date, and the Redesignation Date of the last Preferred Ordinary Share still in issue and the date on which the Company is deregistered or wound-up, an amount per Preferred Ordinary Share of ZAR22 (twenty two Rands) per annum payable in equal instalments on each such dates of 31 March and 30 September in respect of the 6 (six) month period preceding each such date of 31 March and 30 September; or
39.4.3.1.3. falls between (i) the 6th (sixth) anniversary of Issue Date of the 1st (first) Preferred Ordinary Share to be issued and (ii) the Redesignation Date of the last Preferred Ordinary Share still in issue and the date on which the Company is deregistered or wound- up, an amount per Preferred Ordinary Share of ZAR28 (twenty eight Rands) per annum payable in equal instalments on each such dates of 31 March and 30 September in respect of the 6 (six) month period preceding each such date of 31 March and 30 September, provided that if any such date of 31 March or 30 September is not a Business Day, the relevant amount shall be paid on the Business Day immediately succeeding it; plus
39.4.3.2. on
39.4.3.2.1. the Redesignation Date of each Preferred Ordinary Share; or
39.4.3.2.2. the date on which the Company is deregistered or wound-up,
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Company Secretary: Sasol Limited] |
(whichever occurs first), an amount in respect of that Preferred Ordinary Share of ZAR28 (twenty eight Rands) per share, subject to clause 39.4.7, divided by 365 (three hundred and sixty five) multiplied by the number of days in the period from 31 March 2018 to,
39.4.3.2.3. if clause 39.4.3.2.1 is applicable, the 10th anniversary of the Issue Date of the first Preferred Ordinary Share issued to Groups FundCo or Public FundCo, as the case may be, which was the intended originalRedesignation Date, in each case); or
39.4.3.2.4. if clause 39.4.3.2.2 is applicable, the date of deregistration or winding-up, as the case may be ;
plus
39.4.3.3. to the extent that any amount referred to in clause 39.4.3.1 and clause 39.4.3.2 is not paid in full on the relevant date referred to in clause 39.4.3.1 or clause 39.4.3.2 (as the case may be), an additional amount determined by compounding the unpaid amount at the Prime Rate for the period from the relevant date referred to in clause 39.4.3.1 or clause 39.4.3.2 (as the case may be) up to (and including) the date on which it is actually paid in full, compounded monthly in arrear; plus
39.4.3.4. if, for any reason, any amount declared or paid to a Holder in terms of this clause 39.4 is or becomes subject to Tax in the hands of the Holder and/or is or becomes the subject of any deduction or withholding on account of Tax, a further amount (if any) in order to place that Holder in the same overall net after Tax position that it would have been in had same not been the case, provided that the Company shall not be required to pay any amount pursuant to this clause 39.4 if the payment thereof would leave the Company in a worse overall net after Tax position than it would have been in on the Issue Date of the 1st (first) Preferred Ordinary Share (as set out in clause 39.4.5); plus
39.4.3.5. if, for any reason, any amount paid to a Holder in terms of this clause 39.4 does not carry an amount equal to 10% (ten per cent) of
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Company Secretary: Sasol Limited] |
the amount so paid in the form of a Credit for STC or a credit for a Tax on Dividends for which the Holder is responsible, a further amount (if any), in the form of a Dividend, in order to place that Holder in the same overall net after Tax position that it would have been in had same not been the case, provided that the Company shall not be required to pay any amount pursuant to this clause 39.4.3.5 if the payment thereof would leave the Company in a worse overall net after Tax position than what it would have been in on the Issue Date of the 1st (first) Preferred Ordinary Share (as set out in clause 39.4.5).
39.4.4. The Company shall be entitled to increase any amount determined in terms of clause 39.4.3 from time to time.
39.4.5. For purposes of determining the Companys overall net after Tax position as referred to in clauses 39.4.3.3 and 39.4.3.5
39.4.5.1. it is recorded that, as at the Issue Date of the 1st (first) Preferred Ordinary Share to be issued, the Company would (i) not have been entitled to claim any deduction for or reduction of Tax in respect of any amounts paid to any Holder in terms of this clause 39, (ii) have been obliged to pay STC of 10% (ten per cent) on all amounts declared for payment to the Holders in terms of this clause 39, (iii) not have to pay Tax on Dividends paid to Holders, and (iv) not have been obliged to deduct from or pay any withholding Tax on Dividends paid to Holders; and
39.4.5.2. only circumstances which relate to the Preferred Ordinary Shares shall be taken into account for the determination to be made.
39.4.6. For purposes of determining a Holders overall net after Tax position as referred to in clauses 39.4.3.3 and 39.4.3.5, it is recorded that, as at the Issue Date of the 1st (first) Preferred Ordinary Share to be issued, that Holder would (i) not have to pay Tax on any Dividend accrued to or received by it, and (ii) have received a benefit in the form of a Credit for STC on any Dividend accrued to or received by it in an amount equal to 10% (ten per cent) of the amount so accrued or received.
39.4.7. Notwithstanding any other provision contained in this clause 39, it is hereby recorded that if STC is abolished and replaced with a new withholding tax on dividends (as contemplated in the Media Statement published by the South
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Company Secretary: Sasol Limited] |
African Revenue Services on 20 February 2008, headed Conversion of the Secondary Tax on Companies (STC) to a Shareholder Dividend Tax), each Preferred Ordinary Dividend shall increase to such amount derived by multiplying the then applicable Preferred Ordinary Dividend by the sum of 1 (one) plus the lower of 0.1 (zero comma one) and the rate of STC applicable immediately prior to such abolition.
39.5. Share buy-backs
Notwithstanding the provisions of clause 39.3, until the Redesignation Date, the Company shall not (without the prior written consent of Groups FundCo or Public FundCo holding such Preferred Ordinary Shares, as the case may be) be entitled to buy-back any Preferred Ordinary Share unless
39.5.1. such buy-back transaction is conducted in respect of Ordinary Shares pursuant to a general repurchase of Securities where the Company undertakes to buy-back Securities pro rata from all its Shareholders and such transaction complies with the requirements of a general repurchase of Securities as contained in the Listings Requirements, and the objective of such buy-back transaction is not to accommodate the introduction of any new Shareholder (or class of Shareholders) or the change in Shareholding of any existing Shareholder (or class of Shareholders) in the Company;
39.5.2. the proceeds received as a result of such buy-back transaction will constitute a Special Distribution; and
39.5.3. such buy-back transaction constitutes an arms length transaction specifically approved by the Company.
39.6. Winding-up
On a deregistration or winding-up of the Company -
39.6.1. all Preferred Ordinary Dividends that should, in terms of clause 39.4, have been declared and paid as at such point in time, shall automatically be declared (to the extent not yet declared) and shall be paid in priority to any Shareholder Distribution to Ordinary Shareholders or the Registered Holders of any other classes of Shares in the capital of the Company from time to time other than any Shareholder Distributions to the Registered Holders of preference Shares; and
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
39.6.2. thereafter, each Preferred Ordinary Share shall participate pari passu with each Ordinary Share in the remaining profits and assets of the Company.
39.7. No listing
The Preferred Ordinary Shares are not, and shall not at any time prior to their respective Redesignation Dates, be listed on the JSE or any other stock or securities exchange.
39.8. Preferred Ordinary Share Class Meetings
39.8.1. If and to the extent the provisions of this clause 39.8 conflict with those in clauses 20.1 to 20.2, the provisions of this clause 39.8 shall prevail in respect of the Preferred Ordinary Shares.
39.8.2. Any modification of, or alteration or variation to, any of the Privileges and Conditions may only be effected with the prior approval of a Shareholder Meeting and with the prior written consent of both Preference Share Agents (if, at the time, there is any Class A Preference Share, any Class B Preference Share or any Class C Preference Share in issue) and with the prior
39.8.2.1. written consent of each of the Holders; or
39.8.2.2. sanction of a resolution passed at a Preferred Ordinary Share Class Meeting by 75% (seventy five per cent) of the Voting Rights exercisable and exercised by Holders who are present in Person or by proxy or represented at such Preferred Ordinary Share Class Meeting.
39.8.3. The provisions of clauses 20.1 to 20.4 relating to Shareholder Meetings shall apply, mutatis mutandis, to each Preferred Ordinary Share Class Meeting, except that a quorum at each such Preferred Ordinary Share Class Meeting shall be such Holder(s) (present in Person or by proxy or represented) which are at the time of the Preferred Ordinary Share Class Meeting the Registered Holders of at least one quarter of the then issued Preferred Ordinary Shares; provided that the quorum at any adjourned meeting shall be any Holder.
39.8.4. The provisions of this MOI relating to adjourned Shareholder Meetings shall apply, mutatis mutandis, if a quorum is not present at any Preferred Ordinary Share Class Meeting.
39.9. Restriction on sale and encumbrance of Preferred Ordinary Shares
39.9.1. A Holder shall not be entitled to directly or indirectly -
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
39.9.1.1. Dispose of all or any of the Preferred Ordinary Shares held by it or all or any of its rights and/or interests therein or thereto or forming part thereof save pursuant to a share buy-back allowed in terms of clause 39.5 or as may be agreed in writing between the Company, the Holder and the relevant Preference Share Agent(s) (if, at the time, there is any Class A Preference Share, any Class B Preference Share or any Class C Preference Share in issue) from time to time. The Company hereby irrevocably agrees to the Disposal of such number of Preferred Ordinary Shares (or, after the Redesignation Date, Ordinary Shares) as the relevant Preference Share Agent (if, at the time, there is any Class A Preference Share, any Class B Preference Share or any Class C Preference Share in issue) may decide to Dispose in accordance with such written agreement or in accordance with any Encumbrance (permitted in terms of clause 39.9.1.2) that may be given over the Preferred Ordinary Shares in future; or
39.9.1.2. Encumber all or any of the Preferred Ordinary Shares or all or any of its rights and/or interests therein or thereto or forming part thereof save as may be agreed in writing between the Company, the Holder and the relevant Preference Share Agent(s) (if, at the time, there is any Class A Preference Share, any Class B Preference Share or any Class C Preference Share in issue) from time to time. The Company hereby irrevocably agrees to the Preferred Ordinary Shares being dealt with in accordance with such written agreement and (once it becomes legally competent to do so) to the Preferred Ordinary Shares being Encumbered as security for the obligations of Groups FundCo to the Groups FundCo Preference Shareholders in relation to the Groups FundCo Preference Shares and as security for the obligations of Public FundCo to the Public FundCo Preference Shareholders in relation to the Public FundCo Preference Shares.
39.9.2. Upon a Disposal of any Preferred Ordinary Shares (or, after the Redesignation Date, Ordinary Shares) as a result of the enforcement of any Encumbrance as security for -
39.9.2.1. the obligations of Groups FundCo to the Groups FundCo Preference Shareholders (referred to in clause 39.9.1.2); or
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
39.9.2.2. the obligations of Public FundCo to the Public FundCo Preference Shareholders referred to in clause 39.9.1.2;
any surplus amount that exists after all claims of the Groups FundCo Preference Shareholders and/or the Public FundCo Preference Shareholders (as the case may be) have been satisfied in full, and after payment to Sasol in accordance with the Post-Redemption Event Cashflow Waterfall shall be paid to Groups FundCo and/or Public FundCo (as the case may be).
39.9.3. The Company shall not register any transfer of a Preferred Ordinary Share which is not effected in compliance with this clause 39.9.
39.10. Consolidations and Subdivisions
If at any time the Ordinary Shares are consolidated into a smaller number of Ordinary Shares, or are subdivided into a larger number of Ordinary Shares, in a specific ratio (Specific Ratio), -
39.10.1. the Preferred Ordinary Shares shall similarly and simultaneously be consolidated into a smaller number of Preferred Ordinary Shares, or be subdivided into a larger number of Preferred Ordinary Shares (as the case may be), in the Specific Ratio; and
39.10.2. the amounts referred to in clauses 39.4.3.1, 39.4.3.2 and 39.4.3.3 shall similarly be divided and/or multiplied (as the case may be) in the Specific Ratio so as to ensure that the aggregate amount that will be paid on the Preferred Ordinary Shares post such consolidation or subdivision is equal to the aggregate amount that was payable on the Preferred Ordinary Shares prior to such consolidation or subdivision.
39.11. Cessation of Preferred Rights
39.11.1. If any Redemption Event occurs in respect of any Groups FundCo Preference Share, the Groups FundCo Preference Share Agent (if, at the time, there is any Class A Preference Share, any Class B Preference Share or any Class C Preference Share in issue by Groups FundCo and Sasol has not exercised its right to acquire the Class A Preference Shares, the Class B Preference Shares and the Class C Preference Shares) may deliver a written notice to the Company to that effect and advising that a Cessation of Preferred Rights is required in respect of the Preferred Ordinary Shares referred to in such notice. If any Redemption Event occurs in respect of any Public FundCo Preference Share, the Public FundCo Preference Share Agent (if, at the time, there is any
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
Class A Preference Share, any Class B Preference Share or any Class C Preference Share in issue by Public FundCo and Sasol has not exercised its right to acquire the Class A Preference Shares, the Class B Preference Shares and the Class C Preference Shares) may deliver a written notice to the Company to that effect and advising that a Cessation of Preferred Rights is required in respect of the Preferred Ordinary Shares referred to in such notice.
39.11.2. On the Redesignation Date of each Preferred Ordinary Share -
39.11.2.1. the Company shall pay the Final Preferred Ordinary Dividend in respect of that Preferred Ordinary Share; and
39.11.2.2. there shall automatically occur a Cessation of Preferred Rights in respect of that Preferred Ordinary Share and that Preferred Ordinary Share shall automatically be re-designated as an Ordinary Share, ranking pari passu in all respects with each other Ordinary Share.
39.11.3. Within 3 (three) Business Days after the Redesignation Date of each Preferred Ordinary Share, the Company shall procure the necessary electronic entries being made in the Companys sub-register reflecting the Holder of that Preferred Ordinary Share as holding an Ordinary Share, and from the date on which such entries are made, the Share certificate of the Preferred Ordinary Share shall no longer be valid. The Company shall within such 3 (three) Business Day period also take all necessary steps and comply with all necessary procedures for the dematerialisation of the Preferred Ordinary Shares which have become subject to a Cessation of Preferred Rights with the relevant central securities depository.
39.11.4. The Preferred Ordinary Dividends payable in respect of each Preferred Ordinary Share shall cease to accrue from the Redesignation Date of that Preferred Ordinary Share.
39.11.5. The Company shall procure that the Ordinary Shares arising pursuant to the Cessation of Preferred Rights shall be listed on any stock or securities exchange on which the issued Ordinary Shares are then listed.
39.11.6. In order to comply with any formalities that may be required for any Cessation of Preferred Rights in terms of this clause 39.11 and in order to enable the re-designated Ordinary Shares to be listed as envisaged in clause 39.11.5, the Company shall, as soon as reasonably possible, but by no later than 1 (one)
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
Business Day after the Redesignation Date of each Preferred Ordinary Share, complete any and all documents, and do all other things which may be necessary or desirable for that purpose, and failing timeous compliance by the Company with its obligations in terms hereof, the Company irrevocably and in rem suam appoints each Holder and the relevant Preference Share Agent (or any Person appointed by any of them for such purpose) in its name and stead, to attend to all of the aforegoing.
39.11.7. On the Redesignation Date of each Preferred Ordinary Share, all Preferred Ordinary Dividends which have been declared in respect of such Preferred Ordinary Share but which were for any reason whatsoever not paid in full and which remain unpaid at that time and all Preferred Ordinary Dividends that should, in terms of clause 39.4, have been declared and paid in respect of such Preferred Ordinary Share as at such point in time, shall automatically be declared (to the extent not yet declared) and shall be paid in priority to any Shareholder Distribution to Ordinary Shareholders or the Registered Holders of any other classes of shares in the capital of the Company from time to time. The Cessation of Preferred Rights shall not affect any accrued rights of the Holders in terms of this clause 39.
39.11.8. The Company shall be liable for any securities transfer tax and/or like Tax, charge or duty which becomes payable by the Holder in respect of a Cessation of Preferred Rights if such Cessation of Preferred Rights occurs as a result of the occurrence of a Redemption Event. To the extent that the Holder pays or becomes liable to pay such securities transfer tax or any such like Tax, charge or duty, the Company shall pay an amount to the Holder equal to the amount so paid by the Holder.
39.12. General
39.12.1. Any payment due by the Company to the Holder shall be made without set-off, deduction or any form of withholding whatsoever and shall be made by electronic funds transfer into a bank account nominated in writing by the Holder.
39.12.2. The Company shall not be liable for any interest on amounts which are due and payable to, and have been tendered to, the Holder under this clause 39, but which have not been claimed by such Holder.
39.12.3. All notices required in terms of this clause 39 shall be in writing.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
39.12.4. If any certificate issued in respect of a Preferred Ordinary Share is defaced, lost or destroyed, it shall be replaced by the Company only with the prior written consent of the relevant Preference Share Agent (if, at the time, there is any Class A Preference Share or any Class B Preference Share in issue) and upon receipt by the Company of -
39.12.4.1. either
39.12.4.1.1. the defaced certificate; or
39.12.4.1.2. an affidavit by the Holder (or a Director of the Holder) to the effect that such certificate has been lost or destroyed; and
39.12.4.1.3. a written undertaking by the Holder to indemnify the Company against any loss, liability, damage, cost or expense which the Company may suffer as a result of issuing such replacement certificate.
39.13. Stipulation
Each of the provisions of this clause 39 which, and to the extent it, confers rights on either Preference Share Agent constitutes a stipulation for the benefit of the relevant Preference Share Agent which may accept same at any time without giving any notice to the Company or to any Holder.
40. DEFINITIONS APPLICABLE TO CLAUSES 41 TO 48
40.1. For purposes of clauses 41, 42, 43.1, 44, 45, 46, 47, 47A and 48 and Schedule 6 the following words shall have the meaning assigned to them hereunder and cognate expressions shall bear corresponding meanings -
40.1.1. Amended Cash Contract means the Cash Contract as amended by the Replacement Clauses;
40.1.2. Amended New Cash Contract means the New Cash Contract as amended by the Replacement Clauses;
40.1.3. BEE Compliant Person means as interpreted by the courts, from time to time
40.1.3.1. as regards a natural person, one who falls within the ambit of the definition of black people in the Codes;
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
40.1.3.2. as regards a Juristic Person having Shareholdings or similar members interests, one who falls within the ambit of the definitions of BEE controlled company or BEE owned company, as defined in the Codes, using the flow-through principle;
40.1.3.3. as regards any other entity, any entity similar to a BEE controlled company or BEE owned company using the flow-through principle which would enable the issuer of Securities owned or controlled by such entity to claim points attributable to the entitys ownership of the Securities pursuant to the Codes;
40.1.4. BEE Contract means the contract to be known by that name, the form of which is prescribed by the JSE which comprises the generic terms set forth therein and, as regards each issuer on the BEE Segment of the Main Board, the additional terms relating to that issuers Securities listed on the BEE Segment;
40.1.5. Beneficial Owner means, in respect of the Sasol BEE Ordinary Shares, the person or entity to whom the risks and rewards of ownership are attributable which is typically evidenced by:-
40.1.5.1. the right or entitlement to receive any dividend payable in respect of those Sasol BEE Ordinary Shares; or
40.1.5.2. the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting, conversion, redemption or other rights attached to those Sasol BEE Ordinary Shares; or
40.1.5.3. the right to dispose of or direct the disposition of those Sasol BEE Ordinary Shares, or any part of a distribution in respect of those Sasol BEE Ordinary Shares and to have the benefit of the proceeds;
40.1.6. Broker means any member of the JSE;
40.1.7. Bulk Dematerialisation means the process by which all the Share certificates in respect of Sasol BEE Ordinary Shares, whose holders are not Election Shareholders, are converted, prior to the Designated Date, to an electronic form and such Shares are transferred into the name of the Computershare Nominee Company or the OTC Nominee Company, if the listing on the JSE does not occur, so as to be held by it for and on behalf of the Bulk Dematerialised Shareholders;
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
40.1.8. Bulk Dematerialisation Shares means the Sasol BEE Ordinary Shares that have been dematerialised pursuant to the Bulk Dematerialisation;
40.1.9. Bulk Dematerialised Shareholders means all the Holders of Sasol BEE Ordinary Shares who are not Election Shareholders;
40.1.10. Cash Contract means the contract concluded by the Company with each of the Holders of the certificated Sasol BEE Ordinary Shares during 2008 when the Sasol BEE Ordinary Shares were allotted and issued, which contract contains, inter alia, provisions governing the holding of certificated Sasol BEE Ordinary Shares and a requirement that the Registered Holder and the Beneficial Owner be the same person;
40.1.11. Codes means the Broad-Based Black Economic Empowerment Codes of Good Practice gazetted under the Broad-Based Black Economic Empowerment Act, No. 53 of 2003;
40.1.12. Computershare means Computershare Investor Services Proprietary Limited, registration number 2004/003647/07;
40.1.13. Computershare Limited means Computershare Limited, registration number 2000/006082/06, the current custodian for the certificated Sasol BEE Ordinary Shares;
40.1.14. Computershare Nominee Company means Computershare Nominees Proprietary Limited, registration number 1999/00543/07, the nominee company designated by Computershare for purposes of being the Registered Holder, holding, in such nominee companys name, the Bulk Dematerialisation Shares for and on behalf of the Bulk Dematerialised Shareholders pursuant to the Bulk Dematerialisation or any other nominee company appointed by the Company from time to time in its discretion, to be the Registered Holder on behalf of the Bulk Dematerialised Shareholders;
40.1.15. Dematerialised BEE Ordinary Shares means the Sasol BEE Ordinary Shares that have been dematerialised;
40.1.16. Designated Date means:-
40.1.16.1. if the Sasol BEE Ordinary Shares are to be listed on the JSE, the date on which the Sasol BEE Ordinary Shares are first listed on the JSE; or
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
40.1.16.2. if the Sasol BEE Ordinary Shares are not to be listed on the JSE, the date on which the Sasol BEE Ordinary Shares are first traded on the OTC;
40.1.16 Election means the right of election granted in clause 47A.1 to each Holder of Sasol BEE Ordinary Shares;
40.1.17. Election Shareholders means those Holders of certificated Sasol BEE Ordinary Shares who have by the date designated by the Company as the date by which those Holders are required to submit their forms of election, elected to continue to hold their Sasol BEE Ordinary Shares in certificated form by lodging their forms of election;
40.1.18. Empowerment Period means as regards those Sasol BEE Ordinary Shares in respect of which the Election is not exercised or a Holders exercise of the Election is void for any reason, the period ending on 7 September 2018 or such shorter period as may be determined by the Company in its sole discretion and notified in one national South African newspaper and if the Sasol BEE Ordinary Shares are listed on the JSE, on the Securities Exchange News Service;
40.1.19. New Cash Contract means the contract prescribed by the Company concluded by a Registered Holder (who is also the Beneficial Owner) who acquired or acquires Sasol BEE Ordinary Shares from 8 September 2010 until the Designated Date;
40.1.20. Nominee Company means the company in whose name the Dematerialised BEE Ordinary Shares are registered which holds such Shares for and on behalf of the Beneficial Owner;
40.1.21. OTC means an over the counter trading system which the Company may decide to establish, on which Sasol BEE Ordinary Shares may be traded and which may be operated by an independent administrator for and on behalf of the Company;
40.1.22. OTC Nominee Company means the nominee company designated by the Company for purposes of being the Registered Holder holding, in such nominee companys name, the Bulk Dematerialisation Shares for and on behalf of the Bulk Dematerialised Shareholders pursuant to the Bulk Dematerialisation, if the listing on the JSE does not occur;
40.1.23. Public Facilitation Trust means The Sasol Inzalo Public Facilitation Trust, IT Reference Number: 1182/2008;
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
40.1.24. Registered Holder means, if Sasol BEE Ordinary Shares are registered in the Beneficial Owners name, the Beneficial Owner, and in any other case means the Nominee Company holding such Shares for and on behalf of the Beneficial Owner;
40.1.25. Replacement Clauses means the amendments to Annexure 17 forming part of the Cash Contract and to Annexure A of the New Cash Contract, respectively, contained in Schedule 1 to this MOI.
41. BULK DEMATERIALISATION
For purposes of enabling the Sasol BEE Ordinary Shares to be traded on the JSE, bearing in mind that all Shares traded on the JSE must be Dematerialised, or facilitating trades on the OTC, if the listing on the JSE does not occur -
41.1. the Company shall, at its cost, as regards all the Bulk Dematerialised Shareholders, cause the Bulk Dematerialisation of their Sasol BEE Ordinary Shares prior to the Designated Date and the transfer of such Shares into the name of Computershare Nominee Company or the OTC Nominee Company, as the case may be, (depending on whether the Sasol BEE Ordinary Shares are to be listed on the JSE or not), as the Registered Holder, holding such Shares as nominee for and on behalf of each Bulk Dematerialised Shareholder who will continue to be the Beneficial Owner;
41.2. this clause 41 constitutes the instruction by each of the Bulk Dematerialised Shareholders to the Company to convert his certificated Sasol BEE Ordinary Shares into Dematerialised BEE Ordinary Shares prior to the Designated Date as part of the Bulk Dematerialisation. Each of the Bulk Dematerialised Shareholders authorises the Company to appoint Computershare Limited as his duly authorised agent to sign any documents as may be necessary to give effect to the Bulk Dematerialisation;
41.3. each of the Bulk Dematerialised Shareholders authorises, to the extent necessary, the Company to release Computershare Limited in its capacity as the custodian of each Bulk Dematerialised Shareholders certificated Sasol BEE Ordinary Shares from its obligations to hold in custody the Share certificates in respect of his Bulk Dematerialisation Shares;
41.4. each Bulk Dematerialised Shareholder consents, to the extent necessary, to the release by Computershare Limited to the Company of all the information and documentation on which Computershare Limited relied in carrying out its functions as custodian;
41.5. the Company and each Bulk Dematerialised Shareholder by participating in the Bulk Dematerialisation shall be deemed to have agreed to the amendment of Annexure 17 forming part of the Cash Contract and Annexure A to the New Cash Contract, respectively,
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
by the Replacement Clauses. The Computershare Nominee Company, when it becomes the Registered Holder, shall be deemed to be bound as regards each Bulk Dematerialised Shareholder by the provisions of the Amended Cash Contract and/or the Amended New Cash Contract, depending on which contract the Bulk Dematerialised Shareholder in question is bound to;
41.6. in the event that the Sasol BEE Ordinary Shares are listed on the JSE, each Bulk Dematerialised Shareholder shall be deemed to have agreed to be bound to the custody agreement set out in Schedule 2 to this MOI with Computershare Limited and Computershare Nominee Company;
41.7. the mere Dematerialisation of any Sasol BEE Ordinary Shares pursuant to the Bulk Dematerialisation shall not be construed as confirmation by the Company that all the Bulk Dematerialised Shareholders are BEE Compliant Persons and the Company shall, notwithstanding the Bulk Dematerialisation, be entitled to verify whether or not any Bulk Dematerialised Shareholder is a BEE Compliant Person.
42. CONTINUED APPLICATION OF THE CASH CONTRACT AND/OR THE NEW CASH CONTRACT IN RESPECT OF THE ELECTION SHAREHOLDERS
The Cash Contract or New Cash Contract, as the case may be, to which an Election Shareholder is a party shall remain unaffected by the making of an election by the Election Shareholder to retain his Sasol BEE Ordinary Shares in certificated form.
43. ADDITIONAL TERMS OF THE BEE CONTRACT
43.1. The provisions of this clause 43 form an integral part of the BEE Contract and must be read as if contained in the BEE Contract. Terms defined in the BEE Contract will apply to clauses 43.2 to 43.8. If the JSE changes the format for any reason of the BEE Contract, as a result of which clause numbering changes, the references to clause numbering in the BEE Contract in this clause 43 shall be read as references to the changed clause numbering.
43.2. The Registered Holder is permitted to encumber the Sasol BEE Ordinary Shares subject to clause 15 of the BEE Contract.
43.3. For purposes of clause 1.13 of the BEE Contract and clauses 43.3 to 43.8, Empowerment Period means the period ending on 7 September 2018 or such shorter period as may be determined by the Company in its sole discretion and notified in one national South African newspaper, and if the Sasol BEE Ordinary Shares are listed on the JSE, on the Securities Exchange News Service.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
43.4. For purposes of clauses 17.2.2 and 24.2.2 of the BEE Contract the purchase price at which such Shares will be acquired shall be the forced sale value determined as set out in clause 43.8, discounted by 25% (twenty five per cent).
43.5. For purposes of clause 18 of the BEE Contract -
43.5.1. the prescribed periods contemplated in clauses 18.1.2 and 18.3.2 shall be 180 (one hundred and eighty days);
43.5.2. he purchase price contemplated in clauses 18.2.2 and 18.4.2 shall be the forced sale value determined as set forth in clause 43.8, discounted by 5% (five per cent).
43.6. For purposes of clause 19 of the BEE Contract:
43.6.1. the prescribed periods contemplated in clauses 19.1.2 and 19.3.3 shall be 180 (one hundred and eighty days);
43.6.2. the purchase price contemplated in clauses 19.2.2 and 19.4.2 shall be the forced sale value determined as set forth in clause 43.8, discounted by 5% (five per cent).
43.7. For purposes of clauses 17, 18, 19 and 24 of the BEE Contract the securities transfer tax shall be borne by the Company or its nominee, the Public Facilitation Trust, if it is the buyer of the Shares in question.
43.8. For purposes of clauses 43.4, 43.5.2 and 43.6.2 the forced sale value of a Sasol BEE Ordinary Share shall be the 5 (five) day volume weighted average price of a Sasol BEE Ordinary Share, being the total value of the Sasol BEE Ordinary Shares traded for that period divided by the total number of Sasol BEE Ordinary Shares traded for that period. In the event of any corporate action, the value will be adjusted appropriately if required.
43.9. For purposes of clause 9.1 of the BEE Contract, an additional date on which the BEE Contract will cease to be of force is inserted which reads as follows
9.1.3 the termination of this BEE Contract upon the implementation by the Issuer of a BEE Verification process (as defined in the JSE Listings Requirements and contemplated in paragraph 4.32B thereof), which process shall come into effect on a date determined by the Issuer in its sole discretion and announced by it to the Holders of BEE Securities on the Stock Exchange News Service of the JSE and in one national South African newspaper.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
44. RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO THE SASOL BEE ORDINARY SHARES
44.1. The Sasol BEE Ordinary Shares will rank pari passu with the existing Ordinary Shares in the capital of the Company, save that during the Empowerment Period the following restrictions shall apply to the Sasol BEE Ordinary Shares -
44.1.1. the Sasol BEE Ordinary Shares shall be Beneficially Owned only by a person who is a BEE Compliant Person and the relevant Holder hereby grants a power of attorney irrevocably and in rem suam and with power of substitution to the Company, to effect transfer of that Holders Sasol BEE Ordinary Shares on behalf of that Holder to the Company or its nominee;
44.1.2. in the case of Sasol BEE Ordinary Shares that are -
44.1.2.1. dematerialised it shall be permissible to register such Shares in the name of a Nominee Company which is not a BEE Compliant Person, provided that
44.1.2.1.1. if the Sasol BEE Ordinary Shares are listed on the JSE, the Beneficial Owner (if he is not a Bulk Dematerialised Shareholder, as the Bulk Dematerialised Shareholders are bound to the Amended Cash Contract or Amended New Cash Contract, as the case may be, in respect of the Bulk Dematerialised Shares) and the Registered Holder have signed a BEE Contract;
44.1.2.1.2. if the Sasol BEE Ordinary Shares are not listed on the JSE, the Beneficial Owner has complied with the Companys requirements as regards the OTC;
44.1.2.2. certificated it shall not be permissible to register such Shares in the name of a Registered Holder who is not also the Beneficial Owner;
44.1.3. if, whilst listed on the JSE -
44.1.3.1. the Sasol BEE Ordinary Shares are acquired or otherwise transferred after the Designated Date without the Beneficial Owner and (if the Beneficial Owner is also not the Registered Holder) the Registered Holder having signed a BEE Contract; or
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
44.1.3.2. the Sasol BEE Ordinary Shares are dematerialised (other than pursuant to the Bulk Dematerialisation) without the Beneficial Owner and/or the Registered Holder having signed the BEE Contract; or
44.1.3.3. a BEE Contract is otherwise required to be signed and is not signed,
and, if the JSE has not, pursuant to its equities rules, if applicable, exercised its discretion to cancel the transaction in terms of which such Shares were acquired by reason of the failure to sign the BEE Contract, the Company shall be entitled, but not obliged, to require the Beneficial Owner and the Registered Holder concerned to remedy the situation by signing the BEE Contract within 10 (ten) days of receipt of a written notice from the Company requiring the Beneficial Owner and the Registered Holder to sign the BEE Contract failing which the Dematerialised BEE Ordinary Shares registered in the name of the Registered Holder in question shall be deemed to have been sold to the Company or its nominee, the Public Facilitation Trust, on the following terms and conditions -
44.1.3.4. the Dematerialised BEE Ordinary Shares shall be acquired with effect from the date on which the Beneficial Owner became the beneficial owner of the Dematerialised BEE Ordinary Shares in question;
44.1.3.5. the purchase price shall be the forced sale value determined by the Company in accordance with the formula set forth in clause 43.8, discounted by 25% (twenty five per cent);
44.1.3.6. the purchase price shall be payable by the Company or the Public Facilitation Trust, as the case may be, against transfer of the Dematerialised BEE Ordinary Shares;
44.1.3.7. the Dematerialised BEE Ordinary Shares shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, other than the following warranty that no person has any right of any nature whatsoever to acquire the Dematerialised BEE Ordinary Shares in question;
44.1.3.8. the securities transfer tax payable shall be borne by the Company or the Public Facilitation Trust, as the case may be;
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
44.1.4. if the Sasol BEE Ordinary Shares are not or are no longer listed on the JSE or any other exchange licensed pursuant to the Financial Markets Act, 2012 (or any other replacement legislation), but are held in dematerialised form, and the Beneficial Owner and (if the Beneficial Owner is also not the Registered Holder) the Registered Holder are not parties to an Amended Cash Contract or an Amended New Cash Contract, the Company shall be entitled, but not obliged, to require the Beneficial Owner and/or the Registered Holder to remedy the situation by signing an Amended Cash Contract or an Amended New Cash Contract within 10 (ten) days of receipt of a written notice from the Company requiring the Beneficial Owner and/or the Registered Holder to sign the Amended New Cash Contract and/or Amended Cash Contract failing which the Dematerialised BEE Ordinary Shares in question shall be deemed to have been sold to the Company or its nominee, the Public Facilitation Trust mutatis mutandis on the terms and conditions set out in clause 44.1.3;
44.1.5. the Registered Holder and, if the Registered Holder is not the Beneficial Owner, the Beneficial Owner undertake/s not to encumber his Sasol BEE Ordinary Shares at any time during the Empowerment Period unless the terms of the agreement for such encumbrance expressly provide that if the security is realised, the Sasol BEE Ordinary Shares may only be sold to a BEE Compliant Person.
44.2. The Sasol BEE Ordinary Shares shall automatically be re-designated as Ordinary Shares, on the expiry of the Empowerment Period.
45. DEMATERIALISATION AND RE-MATERIALISATION OF SASOL BEE ORDINARY SHARES (OTHER THAN VIA THE BULK DEMATERIALISATION)
45.1. If any Holder of Sasol BEE Ordinary Shares who holds such Shares in a dematerialised form elects at any time to -
45.1.1. appoint a new person to be the Registered Holder holding such Shares for and on his behalf, he shall, together with such person and the relevant parties, be obliged to sign a replacement BEE Contract;
45.1.2. hold his Dematerialised BEE Ordinary Shares in certificated form, then such Holder shall be obliged to sign a New Cash Contract unless an existing Cash Contract or New Cash Contract to which he is a party is still in place covering Sasol BEE Ordinary Shares being held in certificated form, and the Share certificate in respect of the certificated Sasol BEE Ordinary Shares in question
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
shall be held in custody by the Custodian as contemplated in the Cash Contract or New Cash Contract.
45.2. If any Holder of certificated Sasol BEE Ordinary Shares (including any Election Shareholder) elects to dematerialise his Sasol BEE Ordinary Shares, he shall be obliged to sign a BEE Contract in respect of those Shares being dematerialised. Any Holder of certificated Sasol BEE Ordinary Shares who/which elects to dematerialise his Sasol BEE Ordinary Shares shall by giving written notice to that effect to the Company authorise the Company to -
45.2.1. release the Custodian (as contemplated in the Cash Contract or New Cash Contract) of such Holders certificated Sasol BEE Ordinary Shares from its obligations to hold in custody the Share certificate/s in respect of the Sasol BEE Ordinary Shares being dematerialised;
45.2.2. appoint the Custodian (as contemplated in the Cash Contract or New Cash Contract) to sign, to the extent necessary, any documents as may be necessary to give effect to the dematerialisation contemplated in this clause 45.2.
46. PROOF OF PARTICIPATION OR OTHER SIMILAR STATEMENTS
Any proof-of-participation or other similar statement issued by the Company to any Holder of Sasol BEE Ordinary Shares which are held in certificated form and accordingly obliged to be held in safe custody, will cease to be of any force or effect from the date on which his Sasol BEE Ordinary Shares are dematerialised.
46A. NEW ISSUES OF SASOL BEE ORDINARY SHARES
If Sasol BEE Ordinary Shares are issued after the SOLBE1 Redesignation Date, each Registered Holder of such Sasol BEE Ordinary Shares is bound by the terms set forth in Schedule 6 as regards such new issues of Sasol BEE Ordinary Shares to the exclusion of any Cash Contract, New Cash Contract or BEE Contract which may have been signed by that Registered Holder, irrespective of whether they deal with new issues of Sasol BEE Ordinary Shares or not.
47. SASOLS RIGHTS TO DELIST SASOL BEE ORDINARY SHARES
In the event that the listings requirements of the JSE so permit and the Company determines that a listing of Sasol BEE Ordinary Shares on the JSE is not ensuring that in general Sasol BEE Ordinary Shares are Beneficially Owned by BEE Compliant Persons only, the Company shall be entitled to delist the Sasol BEE Ordinary Shares form the JSE, provided that it puts in place an alternative trading mechanism.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
47A. PROVISIONS GRANTING THE ELECTION AND APPLICABLE TO SASOL BEE ORDINARY SHARES WHICH DO NOT REDESIGNATE ON THE SOLBE1 REDESIGNATION DATE
47A.1 Each Holder of Sasol BEE Ordinary Shares on the Securities Register at a date to be determined by Sasol, shall be entitled, during 2018 and in a manner to be determined by Sasol in its sole and absolute discretion, to elect that its Sasol BEE Ordinary Shares do not automatically re-designate as Ordinary Shares pursuant to clause 44.2, but as a consequence will remain (without any re-designation occurring at all) as Sasol BEE Ordinary Shares, subject to the provisions of clause 47A.2 as applied to clauses 40 to 46A, and on the basis that
47.A.1.1 Holders of Sasol BEE Ordinary Shares must make the Election in respect of all and not some of their Sasol BEE Ordinary Shares;
47A.1.2 those Holders of Sasol BEE Ordinary Shares who make the Election will be unable to trade their Sasol BEE Ordinary Shares from the date on which their Election is received by Computershare Nominees Proprietary Limited, their CSD Participant or their Broker, as applicable, in respect of all of their SOLBE1 Shares, until the date on which Sasol BEE Ordinary Shares, held by those Holders of Sasol BEE Ordinary Shares who did not make the Election, re-designate to Ordinary Shares;
47A.1.3 should a Holder of Sasol BEE Ordinary Shares dispose of any of his Sasol BEE Ordinary Shares after receiving the Election, the Election attributable to all of such Holders Sasol BEE Ordinary Shares will be forfeited;
47A.1.4 if a Holder of Sasol BEE Ordinary Shares disposes of any of his Sasol BEE Ordinary Shares after making the Election, such Election will be void;
47A.1.5 if a person acquires Sasol BEE Ordinary Shares after the last day to trade for purposes of the Election, that Holder will not be entitled to participate in the Election.
47A.2 The provisions of clause 47 shall not apply at all to all Sasol BEE Ordinary Shares which do not redesignate on the SOLBE1 Redesignation Date, and the provisions of clauses 40 to 46A (other than clauses 44.1.4 and 44.2) shall apply to all these Sasol BEE Ordinary Shares, subject to the following changes
47A.2.1 the definition of Empowerment Period in clauses 40.1.18 and 43.3 shall be read instead as the period for so long as the Sasol BEE Ordinary Shares are listed on an exchange licensed pursuant to the Financial Markets Act, 2012 (or any replacement legislation), or such shorter period
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
as may be determined by the Company in its sole and absolute discretion and notified in one national South African newspaper and, if the Sasol BEE Ordinary Shares are then listed on the JSE, on the Securities Exchange News Service;
47A.2.2 the word if at the start of clause 44.1.3, shall be read as pro non scripto.
48. CONTACT DETAILS
The Holder of any class of Shares in the issued Share capital of the Company consents to the release by his Participant, Broker, Nominee Company, and/or Agent, as the case may be, of all his contact details to the Company.
49. CESSATION OF APPLICATION OF CLAUSES 40 TO 47A
As of the date, if any, determined by Sasol, in its sole discretion, as being the date on which the BEE Verification process (as defined in the JSE Listings Requirements and contemplated in paragraph 4.32B thereof) will be implemented, which date will announced to the Holders of Sasol BEE Ordinary Shares on the Stock Exchange News Service of the JSE and in one national South African newspaper
49.1. the provisions of clauses 40 to 47A of the MOI shall cease to be of any effect, but without affecting, or invalidating any of the remaining provisions of this MOI which shall continue to be of full force and effect; and
49.2. the following new clause shall take effect
40. RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO THE SASOL BEE ORDINARY SHARES
The Sasol BEE Ordinary Shares will rank pari passu with the Ordinary Shares in the capital of the Company, save that for so long as the Sasol BEE Ordinary Shares are listed on an exchange licensed pursuant to the Financial Markets Act, 2012 (or any replacement legislation), or such shorter period as may be determined by the Company in its sole and absolute discretion and notified in one national South African newspaper and, if the Sasol BEE Ordinary Shares are then listed on the JSE, on the Securities Exchange News Service (i.e. the Empowerment Period), the Sasol BEE Ordinary Shares shall
40.1 be beneficially owned by and registered in the name of a BEE Compliant Person (as defined in the JSE Listings Requirements); and
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
40.2 have the rights, privileges and restrictions set out in Schedule 6A,
and all references in the MOI to clauses 40 to 47A shall be read as referring to this new clause read with Schedule 6A of this MOI.
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[/s/ M M L Mokoka |
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Company Secretary: Sasol Limited] |
Schedule 3 Definitions in the Companies Act
accounting records means information in written or electronic form concerning the financial affairs of a company as required in terms of this Act including, but not limited to, purchase and sales records, general and subsidiary ledgers and other documents and books used in the preparation of financial statements;(2)
alternate director means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;
amalgamation or merger means a transaction, or series of transactions, pursuant to an agreement between two or more companies, resulting in-
(a) the formation of one or more new companies, which together hold all of the assets and liabilities that were held by any of the amalgamating or merging companies immediately before the implementation of the agreement, and the dissolution of each of the amalgamating or merging companies; or
(b) the survival of at least one of the amalgamating or merging companies, with or without the formation of one or more new companies, and the vesting in the surviving company or companies, together with any such new company or companies, of all of the assets and liabilities that were held by any of the amalgamating or merging companies immediately before the implementation of the agreement;
annual general meeting means the meeting of a public company required by section 61(7);
audit has the meaning set out in the Auditing Profession Act, but does not include an independent review of annual financial statements, as contemplated in section 30(2)(b)(ii)(bb);
Auditing Profession Act means the Auditing Profession Act, 2005 (Act No. 26 of 2005);
auditor has the meaning set out in the Auditing Profession Act;
beneficial interest, when used in relation to a companys securities, means the right or entitlement of a person, through ownership, agreement, relationship or otherwise, alone or together with another person to
(a) receive or participate in any distribution in respect of the companys securities;
(b) exercise or cause to be exercised, in the ordinary course, any or all of the rights attaching to the companys securities; or
(c) dispose or direct the disposition of the companys securities, or any part of a distribution in respect of the securities,
but does not include any interest held by a person in a unit trust or collective investment scheme in terms of the Collective Investment Schemes Act, 2002 (Act No. 45 of 2002);
board means the board of directors of a company;
business days has the meaning determined in accordance with section 5(3);
central securities depository has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004);
Commission means the Companies and Intellectual Property Commission established by section 185;
company means a juristic person incorporated in terms of this Act, a domesticated company, or a juristic person that, immediately before the effective date
(2) Regulation 25(3) contains requirements as to what the accounting records must include.
(a) was registered in terms of the
(i) Companies Act, 1973 (Act No. 61 of 1973), other than as an external company as defined in that Act; or
(ii) Close Corporations Act, 1984 (Act No. 69 of 1984), if it has subsequently been converted in terms of 0;
(b) was in existence and recognised as an existing company in terms of the Companies Act, 1973 (Act No. 61 of 1973); or
(c) was deregistered in terms of the Companies Act, 1973 (Act No. 61 of 1973), and has subsequently been re-registered in terms of this Act;
Competition Act, means the Competition Act, 1998 (Act No. 89 of 1998);
consideration, means anything of value given and accepted in exchange for any property, service, act, omission or forbearance or any other thing of value, including-
(a) any money, property, negotiable instrument, securities, investment credit facility, token or ticket;
(b) any labour, barter or similar exchange of one thing for another; or
(c) any other thing, undertaking, promise, agreement or assurance, irrespective of its apparent or intrinsic value, or whether it is transferred directly or indirectly;
convertible when used in relation to any securities of a company, means securities that may, by their terms, be converted into other securities of the company, including
(a) any non-voting securities issued by the company and which will become voting securities
(i) on the happening of a designated event; or
(ii) if the holder of those securities so elects at some time after acquiring them; and
(b) options to acquire securities to be issued by the company, irrespective of whether those securities may be voting securities, or non-voting securities contemplated in paragraph (a);
director means a member of the board of a company, as contemplated in section 66, or an alternate director of a company and includes any person occupying the position of a director or alternative director, by whatever name designated; [Note: Article 1(i)(c).]
distribution means a direct or indirect
(a) transfer by a company of money or other property of the company, other than its own shares, to or for the benefit of one or more holders of any of the shares or to the holder of a beneficial interest in any such shares, of that company or of another company within the same group of companies, whether
(i) in the form of a dividend;
(ii) as a payment in lieu of a capitalisation share, as contemplated in section 47;
(iii) as consideration for the acquisition
(aa) by the company of any of its shares, as contemplated in section 48; or
(bb) by any company within the same group of companies, of any shares of a company within that group of companies; or
(iv) otherwise in respect of any of the shares of that company or of another company within the same group of companies, subject to section 164(19);
(b) incurrence of a debt or other obligation by a company for the benefit of one or more holders of any of the shares of that company or of another company within the same group of companies; or
(c) forgiveness or waiver by a company of a debt or other obligation owed to the company by one or more holders of any of the shares of that company or of another company within the same group of companies,
but does not include any such action taken upon the final liquidation of the company; [Note: Article 119.]
effective date, with reference to any particular provision of this Act, means the date on which that provision came into operation in terms of section 225;
electronic communication has the meaning set out in section 1 of the Electronic Communications and Transactions Act;
Electronic Communications and Transactions Act means the Electronic Communications and Transactions Act, 2002 (Act No. 25 of 2002);
exchange when used as a noun, has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004);
exercise, when used in relation to voting rights, includes voting by proxy, nominee, trustee or other person in a similar capacity;
external company means a foreign company that is carrying on business, or non-profit activities, as the case may be, within the Republic, subject to section 23(2);
financial statement includes
(a) annual financial statements and provisional annual financial statements;
(b) interim or preliminary reports;
(c) group and consolidated financial statements in the case of a group of companies; and
(d) financial information in a circular, prospectus or provisional announcement of results, that an actual or prospective creditor or holder of the companys securities, or the Commission, Panel or other regulatory authority, may reasonably be expected to rely on;
group of companies means a holding company and all of its subsidiaries;
holding company, in relation to a subsidiary, means a juristic person that controls that subsidiary as a result of any circumstances contemplated in section 2(2)(a) or 3(1)(a);
individual means a natural person;
inter-related, when used in respect of three or more persons, means persons who are related to one another in a linked series of relationships, such that two of the persons are related in a manner contemplated in section 2(1) and one of them is related to the third in any such manner, and so forth in an unbroken series;
juristic person includes
(a) a foreign company; and
(b) a trust, irrespective of whether or not it was established within or outside the Republic;
knowing, knowingly or knows, when used with respect to a person, and in relation to a particular matter, means that the person either
(a) Had actual knowledge of the matter; or
(b) Was in a position in which the person reasonably ought to have
(i) had actual knowledge;
(ii) investigated the matter to an extent that would have provided the person with actual knowledge; or
(iii) taken other measures which, if taken, could reasonably be expected to have provided the person with actual knowledge of the matter;
material when used as an adjective, means significant in the circumstances of a particular matter, to a degree that is-
(a) of consequence in determining the matter; or
(b) might reasonably affect a persons judgement or decision-making in the matter;
nominee has the meaning set out in section 1 of the Securities Services Act, 2004 (Act No. 36 of 2004);
ordinary resolution means a resolution adopted with the support of more than 50% of the voting rights exercised on the resolution, or a higher percentage as contemplated in section 65(8)
(a) at a shareholders meeting; or
(b) by holders of the companys securities acting other than at a meeting, as contemplated in section 60;
person includes a juristic person; [Note: Article 1(i)(j).]
personal financial interest, when used with respect to any person
(a) means a direct material interest of that person, of a financial, monetary or economic nature, or to which a monetary value may be attributed; but
(b) does not include any interest held by a person in a unit trust or collective investment scheme in terms of the Collective Investment Schemes Act, 2002 (Act No. 45 of 2002), unless that person has direct control over the investment decisions of that fund or investment;
prescribed officer means a person who, within a company, performs any function that has been designated by the Minister in terms of section 66(10);
present at a meeting means to be present in person, or able to participate in the meeting by electronic communication, or to be represented by a proxy who is present in person or able to participate in the meeting by electronic communication; [Note: Article 54.]
private company means a profit company that
(a) is not a public, personal liability or state-owned company; and
(b) satisfies the criteria set out in section 8(2)(b);
profit company means a company incorporated for the purpose of financial gain for its shareholders;
public company means a profit company that is not a state-owned company, a private company or a personal liability company;
record date means the date established under section 59 on which a company determines the identity of its shareholders and their shareholdings for the purposes of this Act;
registered auditor has the meaning set out in the Auditing Profession Act;
registered office means the office of a company, or of an external company, that is registered as required by section 23; [Note: Article 1(i)(i).]
related, when used in respect of two persons, means persons who are connected to one another in any manner contemplated in section 2(1)(a) to section (c);
rules and rules of a company means any rules made by a company as contemplated in section 15(3) to (5);
securities means any shares, debentures or other instruments, irrespective of their form or title, issued or authorised to be issued by a profit company; [Note: Article 1(i)(a).]
securities register means the register required to be established by a profit company in terms of section 50(1); [Note: Article 1(i)(k).]
share means one of the units into which the proprietary interest in a profit company is divided;
shareholder, subject to section 57(1), means the holder of a share issued by a company and who is entered as such in the certificated or uncertificated securities register, as the case may be; [Note: Article 1(i)(h).]
shareholders meeting, with respect to any particular matter concerning a company, means a meeting of those holders of that companys issued securities who are entitled to exercise voting rights in relation to that matter; [Note: Article 1(i)(e).]
solvency and liquidity test means the test set out in section 4 (1);
special resolution means
(a) in the case of a company, a resolution adopted with the support of at least 75% of the voting rights exercised on the resolution, or a different percentage as contemplated in section 65(10) -
(i) at a shareholders meeting; or
(ii) by holders of the companys securities acting other than at a meeting, as contemplated in section 60; or
(b) in the case of any other juristic person, a decision by the owner or owners of that person, or by another authorised person, that requires the highest level of support in order to be adopted, in terms of the relevant law under which that juristic person was incorporated;
[Note: Article 1(i)(p).]
subsidiary has the meaning determined in accordance with section 3;
voting power, with respect to any matter to be decided by a company, means the voting rights that may be exercised in connection with that matter by a particular person, as a percentage of all such voting rights;
voting rights, with respect to any matter to be decided by a company, means -
(a) the rights of any holder of the companys securities to vote in connection with that matter, in the case of a profit company; or
(b) the rights of a member to vote in connection with the matter, in the case of a non-profit company;
voting securities, with respect to any particular matter, means securities that
(a) carry voting rights with respect to that matter; or
(b) are presently convertible to securities that carry voting rights with respect to that matter.
Schedule 4 Ineligible / disqualified in terms of section 69(7) and (8) of the Companies Act read with Regulation 39(3)
1. A Person is ineligible to be a Director if the Person
1.1. is a Juristic Person;
1.2. is an unemancipated minor, or is under a similar legal disability; or
1.3. does not satisfy any qualification set out in the MOI.
2. A person is disqualified to be a Director if
2.1. a court has prohibited that Person to be a Director, or declared the Person to be delinquent in terms of section 162, or in terms of section 47 of the Close Corporations Act, 1984 (Act No. 69 of 1984); or
2.2. the Person
2.2.1. is an unrehabilitated insolvent;
2.2.2. is prohibited in terms of any public regulation to be a Director;
2.2.3. has been removed from an office of trust, on the grounds of misconduct involving dishonesty; or
2.2.4. has been convicted, in the Republic or elsewhere, and imprisoned without the option of a fine, or fined more than R1 000,00 (one thousand rand), for theft, fraud, forgery, perjury or an offence
2.2.4.1. involving fraud, misrepresentation or dishonesty;
2.2.4.2. in connection with the promotion, formation or management of a company, or in connection with any act contemplated in subsection (2) or (5); or
2.2.4.3. under the Companies Act, the Insolvency Act, 1936 (Act No. 24 of 1936), the Close Corporations Act, 1984, the Competition Act, the Financial Intelligence Centre Act, 2001 (Act No. 38 of 2001), the Securities Services Act, 2004 (Act No. 36 of 2004), or Chapter 2 of the Prevention and Combating of Corruption Activities Act, 2004 (Act No. 12 of 2004).
Schedule 5 Prescribed methods of delivery in the Regulations
Person to whom the
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Date and Time of Deemed delivery |
Any Person |
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By faxing the notice or a certified copy of the document to the Person, if the Person has a fax number; |
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On the date and at the time recorded by the fax receiver, unless there is conclusive evidence that it was delivered on a different date or at a different time. |
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By sending the notice or a copy of the document by electronic mail, if the Person has an Electronic Address; |
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On the date and at the time recorded by the computer used by the Company, unless there is conclusive evidence that it was delivered on a different date or at a different time. |
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By sending the notice or a certified copy of the document by registered post to the Person's last known address; |
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On the 7th (seventh) day following the day on which the notice or document was posted as recorded by a post office, unless there is conclusive evidence that it was delivered on a different day. |
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By any other means authorised by the High Court; or |
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In accordance with the order of the High Court. |
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By any other method allowed for that Person in terms of the following rows of this Table. |
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As provided for that method of delivery. |
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Any natural Person |
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By handing the notice or a certified copy of the document to the Person, or to any representative authorised in Writing to accept service on behalf of the Person; |
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On the date and at the time recorded on a receipt for the delivery. |
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By leaving the notice or a certified copy of the document at the Person's place of residence or business with any other Person who is apparently at least 16 (sixteen) years old and in charge of the premises at the time; |
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On the date and at the time recorded on a receipt for the delivery. |
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By leaving the notice or a certified copy of the document at the Person's place of employment with any Person who is apparently at least 16 (sixteen) years old and apparently in authority. |
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On the date and at the time recorded on a receipt for the delivery. |
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A company or similar body corporate |
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By handing the notice or a certified copy of the document to a responsible employee of the company or body corporate at its registered office or its principal place of business within South Africa; |
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On the date and at the time recorded on a receipt for the delivery. |
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If there is no employee willing to accept service, by affixing the notice or a certified copy of the document |
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On the date and at the time sworn to by affidavit of the Person who affixed the document, unless there is conclusive |
Person to whom the
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Date and Time of Deemed delivery |
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to the main door of the office or place of business. |
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evidence that the document was affixed on a different date or at a different time. |
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The state or a province |
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By handing the notice or a certified copy of the document to a responsible employee in any office of the State Attorney. |
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On the date and at the time recorded on a receipt for the delivery. |
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A municipality |
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By handing the notice or a certified copy of the document to the town clerk, assistant town clerk or any Person acting on behalf of that Person. |
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On the date and at the time recorded on a receipt for the delivery. |
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A trade union |
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By handing the notice or a certified copy of the document to a responsible employee who is apparently in charge of the main office of the union or for the purposes of section 13(2), if there is a union office within the magisterial district of the firm required to notify its employees, in terms of the Regulations at that office. |
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On the date and at the time recorded on a receipt for the delivery. |
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If there is no person willing to accept service, by affixing a certified copy of the notice or document to the main door of that office. |
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On the date and at the time sworn to by affidavit of the Person who affixed the document, unless there is conclusive evidence that the document was affixed on a different date or at a different time. |
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Employees of the Company |
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By fixing the notice or certified copy of the document, in a prominent place in the workplace where it can be easily read by employees. |
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On the date and at the time sworn to by affidavit of the Person who affixed the document, unless there is conclusive evidence that the document was affixed on a different date or at a different time. |
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A partnership, firm or association |
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By handing the notice or a certified copy of the document to a Person who is apparently in charge of the premises and apparently at least 16 (sixteen) years of age, at the place of business of the partnership, firm or association; |
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On the date and at the time recorded on a receipt for the delivery. |
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If the partnership, firm or association has no place of business, by handing the notice or a certified copy of the document to a partner, the owner of the firm, or the chairman or secretary of the managing or other controlling body of the association, as the case may be. |
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On the date and at the time recorded on a receipt for the delivery. |
Schedule 6A Terms which govern Holders of Sasol BEE Ordinary Shares
1. INTRODUCTION AND INTERPRETATION
In this schedule 6A
1.1 capitalised terms used but not defined herein will bear the same meanings as in clause 1 ofthe MOI;
1.2 the following terms shall have the following meanings -
1.2.1. BEE Certificate means an original or copy of a certificate issued by a verification agency accredited by the accreditation body contemplated in the Codes, certifying that the person identified in the certificate is a BEE Compliant Person;
1.2.2. BEE Compliant Person means as interpreted by the courts, from time to time
1.2.2.1. as regards a natural person, one who falls within the ambit of the definition of black people in the Codes;
1.2.2.2. as regards a Juristic Person having a shareholding or similar members interests, one who falls within the ambit of the definitions of B-BBEE controlled company or B-BBEE owned company, as defined in the Codes, using the flow-through principle;
1.2.2.3. as regards any other entity, any entity similar to a B-BBEE controlled company or B-BBEE owned company using the flow- through principle which would enable the issuer of Securities owned or controlled by such entity to claim points attributable to the entitys ownership of the Securities pursuant to the Codes;
1.2.3. BEE Verification Agent means the Company itself, or an agent appointed from time to time by the Company in its sole discretion, conducting the BEE Verification Process;
1.2.4. BEE Verification Process means the verification of a potential purchaser of Sasol BEE Ordinary Shares by the BEE Verification Agent, with a view to determining whether such potential purchaser -
1.2.4.1. is a BEE Compliant Person;
1.2.4.2. has been advised of the necessary restrictions, limitations and requirements applicable to such Sasol BEE Ordinary Shares from time to time in order to achieve the continued ownership of Sasol BEE Ordinary Shares by BEE Compliant Persons as set out in the MOI; and
1.2.4.3. has accepted the prevailing terms and conditions of the Companys BEE ownership scheme as set out in the MOI, and has completed and/or signed all documents required in terms of such ownership scheme;
1.2.5. BEE Verified Person means any person who has been verified by the BEE Verification Agent as a BEE Compliant Person in the BEE Verification Process;
1.2.6. Beneficial Owner means, in respect of the Sasol BEE Ordinary Shares, the person or entity to whom the risks and rewards of ownership are attributable which is typically evidenced by -
1.2.6.1. the right or entitlement to receive any dividend payable in respect of those Sasol BEE Ordinary Shares; or
1.2.6.2. the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting, conversion, redemption or other rights attached to those Sasol BEE Ordinary Shares; or
1.2.6.3. the right to dispose of or direct the disposition of those Sasol BEE Ordinary Shares, or any part of a distribution in respect of those Sasol BEE Ordinary Shares and to have the benefit of the proceeds;
1.2.7. Companys Nominee means the Sasol Khanyisa Warehousing Trust, IT Reference Number: 001293/2018(G) or such other warehousing or facilitation trust as the Company may appoint from time to time, in its discretion, to acquire Sasol BEE Ordinary Shares in the circumstances contemplated in These Terms;
1.2.8. Codes means the Broad-Based Black Economic Empowerment Codes of Good Practice gazetted under the Broad-Based Black Economic Empowerment Act, 2003;
1.2.9. Custodian means a custodian of the Sasol BEE Ordinary Shares appointed by the Company from time to time, in its discretion;
1.2.10. Effective Date means the date on which These Terms take effect, which date will be determined by the Company, at its sole discretion, and announced to the Holders of the Sasol BEE Ordinary Shares in one national South African newspaper and on Stock Exchange News Service of the JSE;
1.2.11. Empowerment Period the period for so long as the Sasol BEE Ordinary Shares are listed on an exchange licensed pursuant to the Financial Markets Act, 2012 (or any replacement legislation), or such shorter period as may be determined by the Company in its sole and absolute discretion and notified in one national South African newspaper and, if the Sasol BEE Ordinary Shares are then listed on the JSE, on the Securities Exchange News Service;
1.2.12. Encumbrance means any encumbrance or any other arrangement which has a similar effect as the granting of security and Encumber shall be construed accordingly;
1.2.13. Forced Sale Value means as regards
1.2.13.1. Sasol BEE Ordinary Shares which were subscribed for and/or acquired at any time during the period from 7 September 2008, when the Sasol BEE Ordinary Shares were first allotted and issued, to 7 February 2011, being the date on which the Sasol BEE Ordinary Share were first listed on the JSE, and which have since 7 February 2011 continued to be held in certificated form, the 5 (five) day volume weighted average price of a Sasol Ordinary Share, subject to an appropriate adjustment in the event of any corporate action;
1.2.13.2. any other Sasol BEE Ordinary Shares, the 5 (five) day volume weighted average price of a Sasol BEE Ordinary Share, being the total value of the Sasol BEE Ordinary Shares traded for that period divided by the total number of the Sasol BEE Ordinary Shares traded for that period. In the event of any corporate action, the value will be adjusted appropriately if required;
1.2.14. Off Market means a sale of Sasol BEE Ordinary Shares other than on an exchange licensed pursuant to the Financial Markets Act, 2012 (or any replacement legislation) on which the Sasol BEE Ordinary Shares are then listed;
1.2.15. Own Name Client means a person whose own name is on the main register of the Company and in whom/which the benefits of the bundle of rights attaching to dematerialised Sasol BEE Ordinary Shares so registered in his/her/its name vest, which is typically evidenced by one or more of the following -
1.2.15.1. the right or entitlement to receive any dividend or interest payable in respect of those Sasol BEE Ordinary Shares;
1.2.15.2. the right to exercise or cause to be exercised in the ordinary course of events, any or all of the voting, conversion, redemption or other rights attached to those Sasol BEE Ordinary Shares;
1.2.15.3. the right to dispose or direct the disposition of those Sasol BEE Ordinary Shares, or any part of a distribution in respect of those Sasol BEE Ordinary Shares and to have the benefit of the proceeds;
1.2.16. Sell means sell or otherwise dispose of or transfer (including, but without limiting the generality of the aforegoing, by way of donation or dividend or distribution of assets) and Sale and Sold shall be construed accordingly;
1.2.17. These Terms means the provisions of this Schedule 6A, which must be read with the provisions of clause 49 of the MOI;
1.2.18. Transfer Secretaries means a transfer secretary selected by Sasol from time to time in its discretion.
1.3 Any reference in These Terms to a Holder of Sasol BEE Ordinary Shares shall -
1.3.1. if a Holder of Sasol BEE Ordinary Shares is liquidated or sequestrated, as the case may be, be applicable also to and binding upon the liquidator or trustee of such Holder of Sasol BEE Ordinary Shares; or
1.3.2. if a Holder of Sasol BEE Ordinary Shares is a natural person who dies, be applicable also to and binding upon the executor of such Holders estate.
2. APPLICATION AND COMING INTO EFFECT OF THESE TERMS
Notwithstanding the date of filing of the MOI (including These Terms) with the Companies and Intellectual Property Commission, These Terms shall come into effect on the Effective Date and will apply to the Holders of the Sasol BEE Ordinary Shares for the duration of the Empowerment Period.
3. OWNERSHIP OF SASOL BEE ORDINARY SHARES
3.1 For purposes of ensuring that the rights, privileges and restrictions attaching to the Sasol BEEOrdinary Shares as set out in these Terms and 48 and 49 of the MOI are binding on all Beneficial Owners of Sasol BEE Ordinary Shares
3.1.1. as regards Sasol BEE Ordinary Shares which are held in
3.1.1.1. certificated form, the Holder shall be the Beneficial Owner and vice versa;
3.1.1.2. dematerialised form, they shall only be registered in the name of the Beneficial Owner as an Own Name Client;
3.1.2. to the extent that on the 30th (thirtieth) day prior to the Effective Date any dematerialised Sasol BEE Ordinary Shares are not registered in the name of the Beneficial Owner as an Own Name Client, the Holder authorises the Company, at the Companys own cost, to register the Sasol BEE Ordinary Shares in the name of the Beneficial Owner as Own Name Client instead of them being registered in the name of the Holder;
3.2 The mere updating by the Company of its Securities Register pursuant to clause 3.1.2 shallnot be construed as confirmation by the Company that all the Beneficial Owners are BEE Compliant Persons, and the Company shall, notwithstanding the aforementioned, be entitled to verify whether or not any Beneficial Owner is a BEE Compliant Person.
4. DEMATERIALISATION AND RE-MATERIALISATION OF SASOL BEE ORDINARY SHARES
4.1 Any Holder of Sasol BEE Ordinary Shares who holds any of his/her/its shares in certificatedagrees that the share certificate/s in respect of such shares shall continue to be held in custody by the Custodian.
4.2 If a Holder of Sasol BEE Ordinary Shares who/which holds any of his/her/its shares incertificated form at any time wishes to dematerialise his/her/its Sasol BEE Ordinary Shares -
4.2.1. he/she/it shall give written notice to that effect to the Company;
4.2.2. he/she/it authorises the Custodian to
4.2.2.1. release the share certificate/s in respect of the Sasol BEE Ordinary Shares being dematerialised to the Transfer Secretaries;
4.2.2.2. sign, to the extent necessary, any documents as may be necessary to give effect to the dematerialisation contemplated in clause 4.2.
4.2.3. any proof-of-participation or other similar statement issued by the Company to any Holder of Sasol BEE Ordinary Shares which are held in materialised form and accordingly obliged to be held in safe custody, will cease to be of any force or effect from the date on which his/her/its Sasol BEE Ordinary Shares are dematerialised.
4.3 If any Holder of Sasol BEE Ordinary Shares who holds any of his/her/its Sasol BEE OrdinaryShares in dematerialised form wishes at any time to hold any of such shares in materialised form, he/she/it -
4.3.1. shall give written notice to that effect to the Company and his/her/its central securities depository participant;
4.3.2. authorises the Transfer Secretaries to deliver the share certificates to be held in custody by the Custodian.
5. CUSTODIAN AND TRANSFER SECRETARIES
5.1 Each Holder who holds his/her/its Sasol BEE Ordinary Shares in materialised form agrees that -
5.1.1. at his/her/its own risk, the share certificate/s in respect of his/her/its Sasol BEE Ordinary Shares will be deposited with and will be held on his/her/its behalf by the Custodian;
5.1.2. in addition to any express provisions in the MOI, the Holder will be bound by those parts of any agreement which Sasol concludes with the Custodian relating to the Custodian holding the share certificates and which are standard in the market, provided that he/she/it will not in any way be liable for any fees of the Custodian.
5.2 If the Holder holds his/her/its Sasol BEE Ordinary Shares in materialised form Encumbersany of his/her/its Sasol BEE Ordinary Shares in accordance with the requirements of clause 8, the Custodian will hold the share certificate/s on behalf of the person in whose favour the Holder gives the Encumbrance.
5.3 The Holders share certificate/s will be released by theCustodian to the Transfer Secretariesfor purposes of implementing any transfer of his/her/its Sasol BEE Ordinary Shares as is permitted in terms of -
5.3.1. the MOI; and/or
5.3.2. any agreement providing for an Encumbrance complying with clause 8.
5.4 Subject to clause 9.1, ifthe transferee contemplated in clause 5.3 wishesto hold the Sasol BEEOrdinary Shares in certificated from, the Transfer Secretaries will issue a new share certificate to the new owner of the Sasol BEE Ordinary Shares which shall be deposited with the Custodian. To the extent that the Holder has not Sold all of his/her/its Sasol BEE Ordinary Shares, a new share certificate in respect of such Sasol BEE Ordinary Shares which have not been Sold will be redeposited with the Custodian.
5.5 After the Empowerment Period, the Holders share certificate will be posted by the Custodianto his/her/its address for service selected at the time of acquiring/subscribing for and/or otherwise receiving the Sasol BEE Ordinary Shares, at the Holders own risk.
6. WARRANTIES
6.1 Each Holder of Sasol BEE Ordinary Shares warrants in favour of the Company that -
6.1.1. he/she/it is a BEE Compliant Person;
6.1.2. he/she/it is the Beneficial Owner of such Sasol BEE Ordinary Shares;
6.1.3. the warranty provided in
6.1.3.1. clause 6.1.1 is and will be true from the date that the Holder acquires/subscribes for and/or otherwise receives Sasol BEE Ordinary Shares
6.1.3.2. clause 6.1.2 is and will be true from the Effective Date, and will continue to be true for so long as such Holder holds Sasol BEE Ordinary Shares; and
6.1.4. any information provided by him/her/it to the Company regarding whether he/she/it is a BEE Compliant Person will be true and complete unless the Holder advises the Company in writing to the contrary.
6.2 All the warranties given in clause 6.1 arematerial and the Company will rely on the truth andcompleteness of such warranties.
7. UNDERTAKINGS
Each Holder of Sasol BEE Ordinary Shares undertakes -
7.1 that he/she/it is a BEE Compliant Person;
7.2 at his/her/its own cost, to provide the Company within 30 (thirty) days of its written requestto such Holder, with -
7.2.1. if the Holder is a natural person, any documentation reasonably required by the Company and/or its BEE Verification Agent in order to satisfy itself that such Holder is a BEE Compliant Person;
7.2.2. if the Holder is not a natural person, a BEE Certificate which is unexpired;
7.3 not to Sell his/her/its Sasol BEE Ordinary Shares or any rights or interest therein during theEmpowerment Period to anyone who is not a BEE Verified Person.
8. PLEDGES AND OTHER ENCUMBRANCES
Holders of Sasol BEE Ordinary Shares may pledge or otherwise Encumber or cause the pledging or Encumbrance of his/her/its Sasol BEE Ordinary Shares subject to compliance with the requirement that each such Holder acknowledges that in order to ensure that those Sasol BEE Ordinary Shares are held only by BEE Compliant Persons, he/she/it is only permitted to Encumber or record the Encumbrance of those Sasol BEE Ordinary Shares, provided that -
8.1 if the security is realised, those Sasol BEE Ordinary Shares must only be Sold to a BEEVerified Person; and
8.2 the terms of the agreement in respect of such Encumbrance shall expressly provide that if thesecurity is realised those Sasol BEE Ordinary Shares must only be Sold to a BEE Verified Person and such Holder shall procure that a copy of such agreement in respect of such Encumbrance is delivered to the Company.
9. PROVISIONS APPLICABLE TO OFF MARKET TRANSFERS OF SASOL BEE ORDINARY SHARES
9.1 If a Holder of Sasol BEE Ordinary Shares Sells any Sasol BEE Ordinary Shares or causes anyof such shares to be Sold Off Market other than to the Companys Nominee, such
Holder shall be obliged to ensure that the person to whom/which those Sasol BEE Ordinary Shares are Sold, being an Own Name Client in whose name those Sasol BEE Ordinary Shares are to be registered, is in fact a BEE Verified Person; and
9.2 Each Holder of Sasol BEE Ordinary Shares undertakes not to permit the Sale Off Market ofany Sasol BEE Ordinary Shares or any rights or interests therein, nor to instruct the central securities depository participant or anyone else, to effect transfer or permit the transfer of those Sasol BEE Ordinary Shares to any person who/which is not a BEE Verified Person.
10. OBLIGATION ON THE HOLDER OF SASOL BEE ORDINARY SHARES TO PROCURE TRANSFER OF SASOL BEE ORDINARY SHARES
If the Companys Nominee is the acquirer of Sasol BEE Ordinary Shares in terms of These Terms, the Holder of Sasol BEE Ordinary Shares will be obliged within 10 (ten) days after receipt of notice from the Company, to effect transfer of the Sasol BEE Ordinary Shares out of the account in the Holders own name into an account in the name of the Companys Nominee.
11. FORCED SALE IN THE EVENT OF AN OCCURRENCE OF A BREACH EVENT
11.1 If a Holder of Sasol BEE Ordinary Shares at any time -
11.1.1. misrepresented that he/she/it is a BEE Compliant Person or has in any way committed a breach of any of the warranties given by him/her/it and set out in These Terms;
11.1.2. breached any of his/her/its obligations set out in clauses 6, 7, 8 or 9 of These Terms; or
11.1.3. made a fraudulent or untrue statement regarding whether he/she/it is a BEE Compliant Person in any documents provided by him/her/it to the Company,
(Breach Event), the Holder shall be obliged to immediately notify the Company of the occurrence of such Breach Event in writing.
11.2 At any time after learning of the occurrence of a Breach Event, the Company shall be entitled (but shall not be obliged) to buy (or to nominate the Companys Nominee to buy) from the Holder his/her/its Sasol BEE Ordinary Shares by giving such Holder written notice, in which event a Sale of those Sasol BEE Ordinary Shares shall be deemed to have been concluded on the following terms and conditions
11.2.1. those Sasol BEE Ordinary Shares shall be acquired with effect from the day prior to the date of the occurrence of the Breach Event;
11.2.2. the purchase price of those Sasol BEE Ordinary Shares shall be the Forced Sale Value thereof calculated as at the date of the occurrence of the relevant Breach Event discounted by 25% (twenty five percent);
11.2.3. the purchase price as calculated in terms of clause 11.2.2 less an amount equal to the amount of dividends paid by the Company to the Holder for his/her/its benefit after the occurrence of a Breach Event, shall, -
11.2.3.1. if the Sasol BEE Ordinary Shares are held in materialised form, be payable against delivery of the transfer form for such Sasol BEE Ordinary Shares. If the Company (or the Companys Nominee) has not received the requisite transfer form within 3 (three) days from the date when the Company (or the Companys Nominee) gives
such Holder the written notice contemplated in clause 11.2, then the Holder agrees that the Company (or the Companys Nominee) is irrevocably and in rem suam authorised and appointed as his/her/its attorney and agent to sign the necessary transfer forms;
11.2.3.2. if the Sasol BEE Ordinary Shares are held in dematerialised form, be payable against the registration of those shares in the name of the Companys Nominee, if the Companys Nominee acquires those Sasol BEE Ordinary Shares, or upon the cancellation of those Sasol BEE Ordinary Shares if the Company buys back those Sasol BEE Ordinary Shares;
11.2.4. those Sasol BEE Ordinary Shares and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that
11.2.4.1. the Holder is an Own Name Client in whose name those Sasol BEE Ordinary Shares are registered; and
11.2.4.2. no person has any right of any nature whatsoever to acquire those Sasol BEE Ordinary Shares.
12. DEATH
12.1 If a Holder of Sasol BEE Ordinary Shares is a natural person who dies, then
12.1.1. the Company (or the Companys Nominee) shall not have the right to buy the Sasol BEE Ordinary Shares which were held by such Holder pursuant to clause 11 even though those Sasol BEE Ordinary Shares as a result may then be held in breach of the requirements of These Terms, unless clause 12.1.3 applies;
12.1.2. instead of having to do so immediately, the executor of the Holders estate shall have 180 (one hundred and eighty) days commencing on the date of such Holders death, to -
12.1.2.1. transfer the Sasol BEE Ordinary Shares to such Holders heir/s provided that such heir/s is/are a BEE Verified Person/s ; or
12.1.2.2. Sell the Sasol BEE Ordinary Shares to any BEE Verified Person,
and the executor of the Holders estate shall be obliged to take whatever steps are necessary in order to effect any such transfer or Sale of the Sasol BEE Ordinary Shares, as the case may be.
12.1.3. if the executor of the Holders estate has not complied with his/her/its obligations in clause 12.1.2 as regards Sasol BEE Ordinary Shares, the Company shall be entitled, but shall not be obliged to buy (or to nominate the Companys Nominee to buy) from the executor of such Holders estate those Sasol BEE Ordinary Shares by written notice to the executor, in which event a Sale of those Sasol BEE Ordinary Shares shall be deemed to have been concluded on the following terms and conditions -
12.1.3.1. those Sasol BEE Ordinary Shares shall be acquired with effect from the day prior to the date of such Holders death;
12.1.3.2. the purchase price of those Sasol BEE Ordinary Shares shall be the Forced Sale Value thereof calculated as at the date of the written notice from the Company to the executor of the Holders estate discounted by 5% (five percent);
12.1.3.3. the purchase price as calculated in terms of clause 12.1.3.2, less an amount equal to the amount of dividends paid by the Company to the Holder for his/her benefit while the executor of his/her estate was in breach of clause 12.1.2, shall
12.1.3.3.1. if the Sasol BEE Ordinary Shares are held in materialised form, be payable against delivery of the transfer form for such Sasol BEE Ordinary Shares. If the Company (or the Companys Nominee) has not received the requisite transfer form within 7 (seven) days from the date when the Company (or the Companys Nominee) gives the executor the notice contemplated in clause 12.1.3, the Holder agrees that the Company (or the Companys Nominee) is irrevocably and in rem suam authorised and appointed as the Holders attorney and agent, or that of his/her executor, to sign the necessary transfer forms;
12.1.3.3.2. ifthe Sasol BEE Ordinary Shares are held in dematerialised form, be payable against the registration of those Sasol BEE Ordinary Shares in the name of the Companys Nominee or upon the cancellation of those Sasol BEE Ordinary Shares if the Company buys back those Sasol BEE Ordinary Shares;
12.1.3.4. those Sasol BEE Ordinary Shares shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that
12.1.3.4.1. the Holder is an Own Name Client in whose name those Sasol BEE Ordinary Shares are registered; and
12.1.3.4.2. no person has any right of any nature whatsoever to acquire those Sasol BEE Ordinary Shares.
12.2. If the Holder is not a natural person and any of its shareholders, members, participants orbeneficiaries die, as a result of which, the Holder is no longer a BEE Compliant Person, then
12.2.1. neither the Company (nor the Companys Nominees) shall have the right to buy the Sasol BEE Ordinary Shares pursuant to clause 11 even though those Sasol BEE Ordinary Shares as a result may now be held in breach of the requirements of These Terms unless clause 12.2.3 applies;
12.2.2. instead of having to remedy the breach caused by the death immediately, the Holder shall have 180 (one hundred and eighty) days commencing on the date of the death to Sell the Sasol BEE Ordinary Shares to a BEE Verified Person and shall be obliged to take whatever steps are necessary to give effect to any
such Sale of the Sasol BEE Ordinary Shares by effecting transfer of the Sasol BEE Ordinary Shares out of the account in the name of the Holder into an account in the name of the registered shareholder of that BEE Verified Person.
12.2.3. if the Sasol BEE Ordinary Shares have not been Sold or the breach caused by the death has not otherwise been remedied within 180 (one hundred and eighty) days commencing on the date of the death in question, the Company shall be entitled, but shall not be obliged to buy from the Holder those Sasol BEE Ordinary Shares by giving such Holder written notice, in which event a Sale of those Sasol BEE Ordinary Shares shall be deemed to have been concluded on the following terms and conditions
12.2.3.1. those Sasol BEE Ordinary Shares shall be acquired with effect from the day prior to the date of the death in question;
12.2.3.2. the purchase price of those Sasol BEE Ordinary Shares shall be the Forced Sale Value thereof calculated as at the date of the written notice from the Company (or the Companys Nominee) to the Holder discounted by 5% (five percent);
12.2.3.3. the purchase price as calculated in terms of clause 12.2.3.2, less an amount equal to the amount of dividends paid by the Company to the Holder for its benefit during the period in which the Holder has been in breach of clause 12.2.2, shall, -
12.2.3.3.1. if the Sasol BEE Ordinary Shares are held in materialised form, be payable against delivery of the transfer form for such Sasol BEE Ordinary Shares. If the Company (or the Companys Nominee) has not received the requisite transfer form within 7 (seven) days from the date when the Company (or the Companys Nominee) gives the written notice contemplated in clause 12.2.3, then the Holder agrees that the Company (or the Companys Nominee) is irrevocably and in rem suam authorised and appointed as the its attorney and agent to sign the necessary transfer forms;
12.2.3.3.2. if the Sasol BEE Ordinary Shares are held in materialised form, be payable against the registration of those Sasol BEE Ordinary Shares in the name of the Companys Nominee or upon the cancellation of those Sasol BEE Ordinary Shares if the Company buys back those Sasol BEE Ordinary Shares;
12.2.3.4. those Sasol BEE Ordinary Shares and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that
12.2.3.4.1. the Holder is an Own Name Client in whose name those Sasol BEE Ordinary Shares are registered; and
12.2.3.4.2. no person has any right of any nature whatsoever to acquire those Sasol BEE Ordinary Shares.
12.3. If there is any conflict between the provisions of this 12 and the more general provisions of clause 11, the provisions of clause 12 shall prevail.
13. INVOLUNTARY INSOLVENCY/LIQUIDATION
13.1. If a Holder of Sasol BEE Ordinary Shares is a natural person who is involuntarilysequestrated (whether provisionally or finally), then -
13.1.1. the Company (or the Companys Nominees) shall not have the right to buy the Sasol BEE Ordinary Shares pursuant to clause 11 even though those Sasol BEE Ordinary Shares as a result may now be held in breach of the requirements of These Terms unless clause 13.1.3 applies;
13.1.2. instead of having to do so immediately, the trustee shall have 180 (one hundred and eighty) days commencing on the date of such Holders provisional sequestration, to Sell the Sasol BEE Ordinary Shares to any BEE Verified Person, subject to compliance with clause 9, and the trustee shall be obliged to take such steps, in order to give effect to any such Sale of the Sasol BEE Ordinary Shares by effecting transfer of the Sasol BEE Ordinary Shares out of the account in his/her name into an account in the name of the registered shareholder of that BEE Verified Person.
13.1.3. If the trustee has not complied with its obligations in clause 13.1.2 as regards Sasol BEE Ordinary Shares, the Company shall be entitled, but shall not be obliged to buy (or to nominate the Companys Nominee to buy) from such trustee those Sasol BEE Ordinary Shares by written notice to the trustee, in which event a Sale of those Sasol BEE Ordinary Shares shall be deemed to have been concluded on the following terms and conditions
13.1.3.1. those Sasol BEE Ordinary Shares shall be acquired with effect from the day prior to the Holders provisional sequestration;
13.1.3.2. the purchase price of those Sasol BEE Ordinary Shares shall be the Forced Sale Value thereof calculated as at the date of the written notice from the Company (or the Companys Nominee) to the trustee, discounted by 5% (five percent);
13.1.3.3. the purchase price as calculated in terms of clause 13.1.3.2, less an amount equal to the amount of dividends paid by the Company to the Holder while the trustee was in breach of clause 13.1.2, shall, -
13.1.3.3.1. if the Sasol BEE Ordinary Shares are held in materialised form, be payable against delivery of the transfer form for such Sasol BEE Ordinary Shares. If the Company (or the Companys Nominee) has not received the requisite transfer form within 7 (seven) days from the date when the Company (or the Companys Nominee) gives the trustee the written notice contemplated in clause 13.1.3, then the Holder agrees that the Company (or the Companys Nominee) is irrevocably and in rem suam authorised and appointed as his/her attorney and agent to sign the necessary transfer forms;
13.1.3.3.2. if the Sasol BEE Ordinary Shares are held in dematerialised form, against the registration of those Sasol BEE Ordinary Shares in the name of the Companys Nominee or upon the cancellation of those Sasol BEE Ordinary Shares if the Company buys back those Sasol BEE Ordinary Shares;
13.1.3.4. those Sasol BEE Ordinary Shares and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that
13.1.3.4.1. the Holder is an Own Name Client in whose name those Sasol BEE Ordinary Shares are registered; and
13.1.3.4.2. no person has any right of any nature whatsoever to acquire those Sasol BEE Ordinary Shares.
13.2. If a Holder of Sasol BEE Ordinary Shares is not a natural person and either the Holder or anyof its shareholders, members, participants or beneficiaries are involuntarily liquidated (provisionally or finally), as a result of which such Holder is no longer a BEE Compliant Person, then
13.2.1. the Company shall not have the right to buy the Sasol BEE Ordinary Shares pursuant to clause 11 even though those Sasol BEE Ordinary Shares as a result may now be held in breach of the requirements of These Terms unless clause 13.2.4 applies;
13.2.2. if it is not possible for the breach to be remedied, the liquidator of such Holder or the Holder itself (if any of its shareholders, members, participants or beneficiaries are involuntarily liquidated), as the case may be, can Sell the Sasol BEE Ordinary Shares to a BEE Verified Person;
13.2.3. instead of having to do so immediately, the liquidator of such Holder or the Holder itself, as the case may be shall have 180 (one hundred and eighty) days commencing on the date of the provisional liquidation of the Holder or any of its shareholders, members, participants or beneficiaries to Sell the Sasol BEE Ordinary Shares to any BEE Verified Person and the liquidator of the Holder shall instruct such Holder to take whatever steps are necessary, and the Holder shall be obliged to take such steps, in order to effect any such Sale of the Sasol BEE Ordinary Shares;
13.2.4. If the Sasol BEE Ordinary Shares have not been Sold or the breach caused by the liquidation has not otherwise been remedied within 180 (one hundred and eighty) days commencing on the date of the involuntary liquidation of the Holder or of any of its shareholders, members, participants or beneficiaries, the Company shall be entitled, but shall not be obliged to buy (or to nominate the Companys Nominee to buy) from the Holder of those Sasol BEE Ordinary Shares by giving the liquidator of such Holder or the Holder itself written notice, in which event a Sale of those Sasol BEE Ordinary Shares shall be deemed to have been concluded on the following terms and conditions
13.2.4.1. those Sasol BEE Ordinary Shares shall be acquired with effect from the day prior to the provisional liquidation of the Holder or any of such Holders shareholders, members, participants or beneficiaries;
13.2.4.2. the purchase price of those Sasol BEE Ordinary Shares shall be the Forced Sale Value thereof calculated as at the date of the written notice from the Company (or the Companys Nominee) to the liquidator of the Holder or the Holder itself, as the case may be, discounted by 5% (five percent);
13.2.4.3. the purchase price as calculated in terms of clause 13.2.4.2, less an amount equal to the amount of dividends paid by the Company to the Holder for its benefit while the liquidator of such Holder or the Holder itself, as the case may be was in breach of clause 13.2.2, shall,
13.2.4.3.1. if the Sasol BEE Ordinary Shares are held in materialised form, be payable against delivery of the transfer form for such Sasol BEE Ordinary Shares. If the Company (or the Companys Nominee) has not received the requisite transfer form within 7 (seven) days from the date when the Company (or the Companys Nominee) gives the written notice contemplated in clause 13.2.4, then the Holder agrees that the Company (or the Companys Nominee) is irrevocably and in rem suam authorised and appointed as its attorney and agent to sign the necessary transfer forms;
13.2.4.3.2. if the Sasol BEE Ordinary Shares are held in dematerialised form, against the registration of those Sasol BEE Ordinary Shares in the name of the Companys Nominee or upon the cancellation of those Sasol BEE Ordinary Shares if the Company buys back those Sasol BEE Ordinary Shares;
13.2.4.4. those Sasol BEE Ordinary Shares and claims, if any, shall be purchased voetstoots and without any warranties or representations of any nature whatsoever, save that
13.2.4.4.1. the Holder is an Own Name Client in whose name those Sasol BEE Ordinary Shares are registered; and
13.2.4.4.2. no person has any right of any nature whatsoever to acquire those Sasol BEE.
13.3. If there is any conflict between the provisions of this clause 13 and the more general provisions of clause 11, the provisions of clause 13 shall prevail
14. SECURITIES TRANSFER TAX
Securities transfer tax shall be borne by the Company or the Companys Nominee, if it is the purchaser of the Sasol BEE Ordinary Shares contemplated in These Terms.
15. CUSTODY AND MANDATE AGREEMENT FOR SASOL BEE ORDINARY SHARES
Each Holder of Sasol BEE Ordinary Shares who subscribes for and/or acquires and/or otherwise receives transfer of the Sasol BEE Ordinary Shares in dematerialised form, and who does not appoint a Participant, shall be deemed to have appointed the Participant selected at the relevant time by the Company, but shall be entitled to replace such Participant at any time thereafter with a different Participant selected by him/her/it provided that:
15.1 the Holder concludes an agreement in respect of the Sasol BEE ordinary Shares for which his selected Participant will be providing securities services;
15.2 the Holder procures that a copy of such agreement in respect of such securities services is delivered to the Company.
LIST OF SUBSIDIARIES
Name |
|
Nature of business |
|
Percentage
|
|
Country of
|
Sasol Mining (Pty) Ltd |
|
Coal mining activities |
|
89,8 |
|
South Africa |
Sasol Mining Holdings (Pty) Ltd |
|
Holding company for the groups mining interests |
|
100 |
|
South Africa |
Sasol Technology (Pty) Ltd |
|
Engineering services, research and development and technology transfer |
|
100 |
|
South Africa |
Sasol Financing Limited |
|
Management of cash resources, investment and procurement of loans (for South African operations) and other general treasury activities |
|
100 |
|
South Africa |
Sasol Investment Company (Pty) Ltd |
|
Holding company for the groups foreign investments and investment in moveable and immovable property |
|
100 |
|
South Africa |
Sasol South Africa Limited |
|
Integrated petrochemicals and energy company. |
|
100 |
|
South Africa |
Sasol Oil (Pty) Ltd |
|
Production and marketing of liquid fuels, base oils, lubricants and other products |
|
75 |
|
South Africa |
Sasol International Services Limited |
|
Buying and selling of crude oil |
|
75 |
|
United Kingdom |
Sasol Chemical Holdings International (Pty) Ltd |
|
Holding company for some of the Sasol Groups international chemical business interests |
|
100 |
|
South Africa |
Sasol UK Limited |
|
Marketing and distribution of chemical products |
|
100 |
|
United Kingdom |
Sasol Chemicals Pacific Limited |
|
Marketing and distribution of chemical products |
|
100 |
|
Hong Kong |
Sasol Financing International Limited |
|
Management of cash resources, investment and procurement of loans (for operations outside South Africa) |
|
100 |
|
Isle of Man |
Sasol Gas (Pty) Ltd |
|
Selling, marketing and transportation of gas and any related services |
|
100 |
|
South Africa |
Sasol Oil International Limited |
|
Buying and selling of crude oil |
|
75 |
|
Isle of Man |
Sasol New Energy Holdings (Pty) Ltd |
|
Investment in research, design and construction for the production, storage, marketing, delivery and sale of low carbon and renewable energy and related products, co-products or by-products |
|
100 |
|
South Africa |
Sasol Africa (Pty) Ltd |
|
Exploration, development, production, marketing and distribution of natural oil and gas and associated products |
|
100 |
|
South Africa |
Sasol Canada Exploration and Production Limited |
|
General partner in, and management of, the Sasol Canada Exploration and Production Limited Partnership which holds Sasols upstream interests in the Sasol Progress Energy Canada Ltd partnership in Canada |
|
100 |
|
Canada |
Sasol Canada Holdings Limited |
|
Exploration, development, production, marketing and distribution of natural oil and gas and associated products in Canada |
|
100 |
|
Canada |
Sasol Middle East and India (Pty) Ltd |
|
Develop and implement international GTL and CTL ventures and any other related matters |
|
100 |
|
South Africa |
Sasol Wax International GmbH |
|
Holding company for Sasol Wax operations (outside South Africa) |
|
100 |
|
Germany |
Sasol Wax GmbH |
|
Production, marketing and distribution of waxes and wax related products |
|
100 |
|
Germany |
National Petroleum Refiners of South Africa (Pty) Ltd |
|
Refining of petroleum feedstocks into finished and unfinished petroleum products |
|
47,73 |
|
South Africa |
Sasol Chemie GmbH and Co. KG |
|
Investment in the Sasol Germany GmbH, Sasol Solvents Germany GmbH and Sasol Performance Chemicals GmbH |
|
100 |
|
Germany |
Sasol Germany GmbH |
|
Production, marketing and distribution of chemical products |
|
100 |
|
Germany |
Sasol Solvents Germany GmbH |
|
Production and marketing of solvents |
|
100 |
|
Germany |
Sasol Italy SpA |
|
Trading and transportation of oil products, petrochemicals and chemical products and derivatives |
|
99,95 |
|
Italy |
Sasol Holdings (USA) (Pty) Ltd |
|
Holding company for the groups interests in the United States |
|
100 |
|
South Africa |
Sasol Chemicals (USA) LLC |
|
Production, marketing and distribution of chemical products |
|
100 |
|
United States |
Sasol Financing USA LLC |
|
Management of cash resources, investment and procurement of loans (North American Operations) |
|
100 |
|
United States |
Sasol Holdings (Asia Pacific) (Pty) Ltd |
|
Holding company for the groups Asia Pacific investments |
|
100 |
|
South Africa |
Sasol European Holdings Limited |
|
Resale of Sasol chemical products into UK / Ireland market area |
|
100 |
|
United Kingdom |
Sasol Financing International Limited |
|
Management of cash resources, investments and procurement of loans (for our foreign operations) |
|
100 |
|
South Africa |
Sasol (USA) Corporation |
|
Holds and manages our interests and operations in the United States |
|
100 |
|
United States |
Republic of Mozambique Pipeline Investments Company (Pty) Ltd (ROMPCO) |
|
Owning and operating the natural gas transmission pipeline between Temane in Mozambique and Secunda in South Africa for the transportation of natural gas produced in Mozambique to markets in Mozambique and South Africa |
|
50 |
|
South Africa |
INCORPORATED JOINTLY CONTROLLED ENTITIES
Name |
|
Nature of business |
|
Interest % |
|
Country of
|
Ixia Coal (Pty) Ltd |
|
Investment activities Sasol Mining |
|
49 |
|
South Africa |
ORYX GTL Limited (QSC) |
|
Manufacturing and marketing of synthetic fuels from gas |
|
49 |
|
Qatar |
Sasol Chevron Holdings Limited |
|
Marketing of Escravos GTL products |
|
50 |
|
Bermuda |
Kubu Energy Resources (Pty) Ltd. |
|
Coal bed methane exploration |
|
50 |
|
Botswana |
Sasol Chevron Nigeria Limited |
|
Personal, technical services and training to the Escravos GTL facility in Nigeria |
|
50 |
|
Nigeria |
Sasol Dyno Nobel (Pty) Ltd |
|
Manufacturing and distribution of explosives |
|
50 |
|
South Africa |
Petromoc E Sasol SARL |
|
Retail and commercial marketing of liquid fuels; petrol, diesel, illuminating paraffin, liquefied petroleum gas (LPG), fuel oil and lubricants in Mozambique |
|
49 |
|
Mozambique |
Strategic Energy Technology Systems Private Limited |
|
Prospecting, exploration, production, exploitation of mineral oil, petroleum, oil, gas and other similar or allied substances |
|
50 |
|
India |
Central Termica de Ressano Garcia (CTRG SA) |
|
Production, generation, transport and commercialisation of electrical energy, including export, construction operation and management of a power plant |
|
49 |
|
Mozambique |
Gemini HDPE LLC |
|
Manufactures high density polyethylene chemicals |
|
50 |
|
United States |
Enaex Africa (Pty) Ltd |
|
Manufacturing and distribution of explosives |
|
49 |
|
South Africa |
I, Fleetwood Grobler, certify that:
Date: 24 August 2020
|
|
By: |
|
/s/ FLEETWOOD GROBLER Fleetwood Grobler President and Chief Executive Officer |
I, Paul Victor, certify that:
Date: 24 August 2020
|
|
By: |
|
/s/ PAUL VICTOR Paul Victor Chief Financial Officer |
CERTIFICATION PURSUANT TO 18
U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Sasol Limited (the "Company") on Form 20-F for the period ending 30 June 2020, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify that to the best of our knowledge:
Date: 24 August 2020
|
|
By: |
|
/s/ FLEETWOOD GROBLER Fleetwood Grobler President and Chief Executive Officer |
Date: 24 August 2020
|
|
By: |
|
/s/ PAUL VICTOR Paul Victor Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to and will be retained by Sasol Limited and furnished to the Securities and Exchange Commission or its staff upon request.
This certification will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, even if the document with which it is submitted to the Securities and Exchange Commission is so incorporated by reference.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-218375) and Form F-3 (333-227263) of Sasol Limited of our report dated 24 August 2020 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 20-F.
/s/ PricewaterhouseCoopers Inc. |
|
Johannesburg, Republic of South Africa |
|
24 August 2020 |
|
SASOL CANADA CYPRESS AND FARRELL CREEK AREAS Evaluation of Petroleum Reserves Based on Supplied Prices and Costs As of June 30, 2020
SASOL CANADA CYPRESS AND FARRELL CREEK AREAS Evaluation of Petroleum Reserves Based on Supplied Prices and Costs As of June 30, 2020 Prepared For: Sasol Canada 1600, 215 9th Avenue SW Calgary, Alberta T2P 1K3 Prepared By: McDaniel & Associates Consultants Ltd. 2200, 255 5th Avenue SW Calgary, Alberta T2P 3G6 June 2020
SASOL CANADA CYPRESS AND FARRELL CREEK AREAS TABLE OF CONTENTS Covering Letter Certificates of Qualification Summary Total Company Reserves and Net Present ValueTable A Figures Property Location Map Company Share Sales Volumes Cash Flow Summary Reserves Distribution by Reserves Class and Product Price Schedules Evaluation Methodology APPENDIX 1 Total Proved Reserves Forecast of Production and Revenue Before Tax Company Share Table 1 Forecast of Revenue After Tax Company Share Table AT Reserves and Net Present Value by Property Table 2 APPENDIX 2 Proved Developed Producing Reserves Forecast of Production and Revenue Before Tax Company Share Table 1 Reserves and Net Present Value by Property Table 2 APPENDIX 3 Summary of Reserve Estimates Summary of Reserve EstimatesReserve Estimates APPENDIX 4 Company Interest Data List of Interests and Burdens Interest
June 30, 2020 Sasol Canada 1600, 215 9th Avenue SW Calgary, Alberta T2P 1K3 Attention: Mr. Mathew Schraven, Asset Manager & Country President Reference: Sasol Canada Evaluation of Petroleum Reserves Supplied Prices and Costs Dear Sir: Pursuant to your request, we have prepared an evaluation of the proved petroleum reserves and the net present values of these reserves for the petroleum interests of Sasol Canada, hereinafter referred to as the "Company", as of June 30, 2020. The reserve estimates and future net revenue forecasts have been prepared and presented in accordance with U.S. Securities Exchange Commission (SEC) standards. The future net revenues and net present values presented in this report were calculated using supplied prices and costs based on the average first-day-of-the-month petroleum product prices for the last 6 months of 2019 and the first 6 months of 2020 with no inflation of operating or capital costs and were presented in Canadian dollars. Most of the future net revenues and net present value estimates in this report are presented before income taxes, although future net revenues and net present value estimates were presented after income tax in selected tables in this summary report at the corporate level. The future net revenues presented in this report may not necessarily represent the fair market value of the reserves estimates. The properties evaluated in this report were indicated to include essentially all of the Company's petroleum interests in Canada. The principal natural gas properties are located in the Farrell Creek and Cypress A areas in the Province of British Columbia. The Company's share of remaining reserves and net present values are presented on a total Company basis in the summary section of this report. The location of the Companys properties and a summary of the forecast production, net revenue and reserves distributions are presented graphically in the summary section. Tables summarizing the reserves, production and revenues for the various reserve classes are presented in Appendices 1 to 3. A summary of the Companys interests and burdens in each property is presented in Appendix 4. Discussions of the assumptions and methodology employed to prepare the reserves estimates and future revenue forecasts are also contained in the "Evaluation Methodology" section. 2200, Bow Valley Square 3, 255 - 5 Avenue SW, Calgary AB T2P 3G6Tel: (403) 262-5506Fax: (403) 233-2744www.mcdan.com
Sasol Canada Supplied Prices and Costs Page 2 June 30, 2020 Detailed reserve estimates, future net revenue forecasts and other supporting data for each of the entities that were reviewed in detail were provided in the Detailed Property Report. Property discussions and a detailed description of the economic factors employed to derive the future net revenue forecasts were also included in the Detailed Property Report. In preparing this report, we relied upon factual information including ownership, technical well data, production, prices, revenues, operating costs, capital costs, contracts, and other relevant data from public sources as well as non-public data supplied by the Company. The extent and character of all factual information supplied by the Company were relied upon by us in preparing this report and has been accepted as represented without independent verification. We have relied upon representations made by the Company as to the completeness and accuracy of the data provided and that no material changes in the performance of the properties has occurred nor is expected to occur, from that which was projected in this report, between the date that the data was obtained for this evaluation and the date of this report, and that no new data has come to light that may result in a material change to the evaluation of the reserves presented in this report. The reserve estimates presented in this report were prepared on the basis of an overall evaluation of the reserves of the Company. Individual property reserves estimates may not reflect the same confidence level as required by the reserve definitions for the overall group of properties. Consequently, McDaniel & Associates reserves the right to re-assess the reserves estimates and future net revenues for any individual property or group of properties if considered in isolation. This report was prepared by McDaniel & Associates Consultants Ltd. for the exclusive use of Sasol Canada and is not to be reproduced, distributed or made available, in whole or in part, to any person, company or organization other than Sasol Canada without the knowledge and consent of McDaniel & Associates Consultants Ltd.
Sasol Canada Supplied Prices and Costs Page 3 June 30, 2020 We reserve the right to revise any estimates provided herein if any relevant data existing prior to preparation of this report was not made available, if any data between the effective date of the evaluation and the date of this report were to vary significantly from that forecast, or if any data provided was found to be erroneous. Sincerely, McDANIEL & ASSOCIATES CONSULTANTS LTD. APEGA PERMIT NUMBER: P3145 Steven W. Carmichael, P. Eng. June 30, 2020 David G. Jenkinson, P. Geol. June 30, 2020 SWC/DGJ:jep [19-0275]
CERTIFICATE OF QUALIFICATION I, Steven W. Carmichael, Petroleum Engineer of 2200, 255 - 5th Avenue, S.W., Calgary, Alberta, Canada hereby certify: 1. That I am a Vice President of McDaniel & Associates Consultants Ltd., APEGA Permit Number P3145, which Company did prepare, at the request of Sasol Canada, the report entitled "Sasol Canada, Cypress and Farrell Creek Areas, Evaluation of Petroleum Reserves, Based on Supplied Prices and Costs, As of June 30, 2020", dated June 30, 2020, and that I was involved in the preparation of this report. I am also registered as a Responsible Member as outlined by APEGA for McDaniel & Associates Consultant Ltd. APEGA Permit Number 3145. 2. That I attended the University of Calgary in the years 1999 to 2003 and that I graduated with a Bachelor of Science degree in Mechanical Engineering, that I am a registered Professional Engineer with the Association of Professional Engineers and Geoscientists of Alberta; that I am a member of the Society of Petroleum Engineers and that I have in excess of 15 years of experience in oil and gas reservoir studies and evaluations. 3. That I have no direct or indirect interest in the properties or securities of Sasol Canada, nor do I expect to receive any direct or indirect interest in the properties or securities of Sasol Canada, or any affiliate thereof. 4. That the aforementioned report was not based on a personal field examination of the properties in question, however, such an examination was not deemed necessary in view of the extent and accuracy of the information available on the properties in question. Calgary, Alberta Dated: June 30, 2020
CERTIFICATE OF QUALIFICATION I, David G. Jenkinson, Petroleum Geologist of 2200, 255 - 5th Avenue, S.W., Calgary, Alberta, Canada hereby certify: 1. That I am a Vice President for McDaniel & Associates Consultants Ltd., APEGA Permit Number P3145, which Company did prepare, at the request of Sasol Canada, the report entitled "Sasol Canada, Cypress and Farrell Creek Areas, Evaluation of Petroleum Reserves, Based on Supplied Prices and Costs, As of June 30, 2020", dated June 30, 2020, and that I was involved in the preparation of this report. I am also registered as a Responsible Member as outlined by APEGA for McDaniel & Associates Consultant Ltd. APEGA Permit Number 3145. 2. That I attended the University of Saskatchewan in the years 2000 to 2004, graduating with a Bachelor of Science degree in Geology; that I am a registered Professional Geologist with the Association of Professional Engineers and Geoscientists of Alberta and that I have in excess of 10 years of experience in oil and gas reservoir studies and evaluations. 3. That I have no direct or indirect interest in the properties or securities of Sasol Canada, nor do I expect to receive any direct or indirect interest in the properties or securities of Sasol Canada, or any affiliate thereof. 4. That the aforementioned report was not based on a personal field examination of the properties in question, however, such an examination was not deemed necessary in view of the extent and accuracy of the information available on the properties in question. Calgary, Alberta Dated: June 30, 2020
pany Reserves and Net Pr Prices and Costs as of June 30, 2020 nd does not represent a value equivalenc 19-0275 2020-06-25 1:51:21 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADTotal Com Supplied Natural Gas (MMcf) Working Interest Volume Royalty Interest Volume Net Volume Condensate (Mbbl) Working Interest Volume Royalty Interest Volume Net Volume Natural Gas Liquids (Mbbl) (1) Working Interest Volume Royalty Interest Volume Net Volume Total (MBOE) (2) Working Interest Volume Royalty Interest Volume Net Volume Net Present Value Before Tax (M$) 0.0% 5.0% 10.0% 15.0% 20.0% $/BOE Before Tax (3) 0.0% 5.0% 10.0% 15.0% 20.0% Net Present Value After Tax (M$) 0.0% 5.0% 10.0% 15.0% 20.0% (1) Natural Gas Liquids volumes do not include Condensate. (2) Barrels of Oil Equivalent based on 6:1 for Natural Gas, 1:1 for Condensate and C5+, 1:1 for based on an energy equivalency conversion method primarily applicable at the burner tip a (3) NPV/BOE based on Company Share BOE reserves. Sasol Canada Total Company PDP 56,936.0 - 53,007.6 259.3 - 238.3 147.3 - 131.6 9,896.0 - 9,204.5 -183,513.1 -120,308.8 -86,029.2 -65,958.9 -53,345.1 -18.54 -12.16 -8.69 -6.67 -5.39 -183,513.1 -120,308.8 -86,029.2 -65,958.9 -53,345.1 Ethane,1:1 for Propane, 1:1 for Butanes Table A esent Value PNPPUDTP --56,936.0 -----53,007.6 --259.3 -----238.3 --147.3 -----131.6 --9,896.0 -----9,204.5 ---183,513.1 ---120,308.8 ---86,029.2 ---65,958.9 ---53,345.1 ---18.54 ---12.16 ---8.69 ---6.67 ---5.39 ---183,513.1 ---120,308.8 ---86,029.2 ---65,958.9 ---53,345.1 . BOE's may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 bbl is y at the wellhead.
BRITISH COLUMBIA Vancouver 1:7,500,000 0 50 100 150 200 250 Kilometers Sasol Canada Property Location Map BC - sd - 20 20-05-04
mes Prices and Costs as of June 30, 2020 share interest as of the reference date. 19-0275 2020-06-25 1:51:19 PM NGL (bbl/day) Condensate (bbl/day) Crude Oil (bbl/day) BOE (MBOE/day) Natural Gas (MMcf/day) Prices:June SEC Eff. Date: June 30, 2020 Currency: CADCo Supplied 1,000 100 10 1 100 10 1 0.1 1,000 100 10 1 1,000 100 10 1 100 10 1 0.1 2015 2016 2017 2018 201920202021 Historical production data Sasol Canada mpany Share Sales Volu Total Reserves Total Company 2022 2023 2024 2025 2026 is estimated based on the company TP TP TP TP 2027 2028 2029 2030 2031 2032 2033 2034 PDP PDP PDP PDP No Crude Oil Forecast
Prices and Costs as of June 30, 2020 Company Share Revenue (M$) ure Net Revenue Before Tax (M$) 19-0275 2020-06-25 1:51:18 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CAD Supplied 40,000 36,000 32,000 28,000 24,000 20,000 16,000 12,000 8,000 4,000 0 2020 2021 2022 2023 2024 2025 2026 20 50,000 40,000 30,000 20,000 10,000 0 -10,000 -20,000 -30,000 -40,000 -50,000 2020 2021 2022 2023 2024 2025 2026 20 2,000 1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 2020 2021 2022 2023 2024 2025 2026 202 Fut 50,000 40,000 30,000 20,000 10,000 0 -10,000 -20,000 -30,000 -40,000 -50,000 2020 2021 2022 2023 2024 2025 2026 20 Sasol Canada Cash Flow Summary Total Reserves Total Company 27 2028 2029 2030 2031 Net Operating Income (M$) 27 2028 2029 2030 2031 Total Capital (M$) 7 2028 2029 2030 2031 27 2028 2029 2030 2031 PDP TP 2032 2033 2034 2035 2036 2037 2038 2039 2032 2033 2034 2035 2036 2037 2038 2039 2032 2033 2034 2035 2036 2037 2038 2039 2032 2033 2034 2035 2036 2037 2038 2039
Prices and Costs as of June 30, 2020 es Distribution by Reserves Class duct % due to rounding. 19-0275 2020-06-25 1:51:19 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADReserves Dist Supplied Reserv Res (1) Distribution Sasol Canada ribution by Reserves Clas Total Reserves Total Company erves Distribution by Pro Total Proved Reserves percentages may not add up to 100 s and Product
Constant Product Pric (2) McDaniel & June 30, 2020 Crude Oil Prices West Texas Intermediate ($U.S./bbl Edmonton Light Crude ($Cdn./bbl) Natural Gas U.S. Henry Hub ($U.S./MMBtu) (1) AECO Spot ($Cdn./MMBtu) (1) Natural Gas Liquids (Edmonton Refe Propane Edmonton (2) Field Butane Edmonton (2) Natural Gasolines & Condensate Exchange Rate (1) $US/$CAN 1) Based on the average first-day-of-the-2) Based on average to benchmark price SC200602 Associates Consulta ) (1) (1) rence Price $Cdn./bbl) month price for the previous 12 m s. nts Ltd. e Schedule 47.37 54.94 2.08 1.82 18.33 29.17 58.51 0.746 onths.
SASOL CANADA CYPRESS AND FARRELL CREEK AREAS Evaluation of Petroleum Reserves Based on Supplied Prices and Costs As of June 30, 2020 Evaluation Methodology INTRODUCTION Estimates of the proved petroleum reserves and the associated net present values before income taxes and after income taxes attributable to the properties of the Company have been presented in this report as of June 30, 2020. Reserves estimates were prepared for two properties in which the Company was indicated to have an interest in Western Canada based on detailed studies of the reservoir and performance characteristics as well as historical revenues and costs. The basic information employed in the preparation of this report was obtained from the Company's files, public sources and from our own non-confidential files. A field inspection of the properties was not conducted in view of the generally accepted reliability of the data sources for Western Canadian properties. Detailed reserve estimates, future net revenue forecasts and other supporting data for each of the entities that were reviewed in detail were provided in the Detailed Property Report. Property discussions and a detailed description of the economic factors employed to derive the future net revenue forecasts were also included in the Detailed Property Report. The effective date of this report is June 30, 2020. The reserve estimates presented herein were based on the operating and economic conditions and development status as of that date except for changes planned for the immediate future or in the process of implementation. The reserve estimates and future net revenue forecasts have been prepared and presented in accordance with U.S. Securities Exchange Commission (SEC) standards. A brief review of the methodology employed in arriving at the reserves and net present value estimates is presented in this section. RESERVES ESTIMATES Natural Gas and Products The natural gas reserve estimates for non-associated gas and gas cap pools were based on a study of the volumetric data and performance characteristics of the individual wells and reservoirs in question. Volumetric estimates of the initial gas in-place were based on individual well petrophysical interpretations, geological studies of the pools and areas, and in some cases on published estimates. Material balance estimates of the initial gas in-place were employed where sufficient information was available for a reliable estimate. The reserves recoverable from the currently producing properties were estimated from studies of production performance characteristics and/or reservoir pressure histories. In those cases where indicative
Sasol Canada Supplied Prices and Costs Page 2 June 30, 2020 gas production decline and/or increasing oil-gas ratio and water-gas ratio trends were evident, the remaining reserves were determined by extrapolating these trends to economic limiting conditions. In cases of competitive drainage in multi-well pools the reserves were based on an analysis of the relevant factors relating to the future pool depletion by existing and possible future wells. The recovery factors for the non-producing properties were estimated from a consideration of test rates, reservoir pressures and by analogy with similar wells or reservoirs. The natural gas products reserve estimates for the producing properties were based on historical and anticipated future recoveries of these products from the natural gas reserves. The natural gas products recoveries from the non-producing natural gas reserves were estimated from gas analyses, well test information and from analogy with similar reservoirs. Natural gas products reserves were only assigned to non-producing properties in those cases where there was a likelihood that the gas production would be processed through existing facilities capable of extracting these products or where such a facility will be available in the near future. SEC RESERVES DEFINITIONS The proved reserves and net present values estimates presented in this report were prepared to comply with the United States Securities and Exchange Commission (SEC) reserves definitions. Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically produciblefrom a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulationsprior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. (i) The area of the reservoir considered as proved includes: a.The area identified by drilling and limited by fluid contacts, if any, and b. Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data. (ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.
Sasol Canada Supplied Prices and Costs Page 3 June 30, 2020 (iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty. (iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: a.Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and b. The project has been approved for development by all necessary parties and entities, including governmental entities. (v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. Developed oil and gas reserves. Developed oil and gas reserves are reserves of any category that can be expected to be recovered: (i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. Undeveloped oil and gas reserves. Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. (i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
Sasol Canada Supplied Prices and Costs Page 4 June 30, 2020 (ii)Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time. (iii)Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty. Reasonable certainty. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90 percent probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease. NET PRESENT VALUE ESTIMATES The net present values of the petroleum reserves were obtained by employing future production and revenue analyses. The future natural gas production was also predicated on the anticipated performance characteristics of the individual wells and reservoirs in question with an allowance for any gas sales contract or gas processing facility restrictions. In those areas where shut-in natural gas reserves exist, the commencement of production was based on the proximity to a pipeline connection and the relevant factors relating to the future marketing of the reserves. The natural gas products production forecasts were based on the anticipated recoveries of these products from the produced natural gas. The indicated natural gas prices with an adjustment for the heating value of the gas were employed to calculate the Companys share of future natural gas revenues. The indicated reference natural gas products prices with adjustments to reflect historical price differentials realized by the Company in each respective property were employed to calculate the Companys share of future natural gas products revenues. Royalties and mineral taxes payable to the Crown were estimated based on the methods in effect as of June 30, 2020. Freehold and overriding royalties payable to others were estimated based on the indicated applicable rates. In those cases where a proportionate share of the natural gas gathering and processing charges were indicated to be payable by the Crown or royalties owned by others, these charges have been deducted in determining the net royalties payable. In all cases, estimates of the applicable capital expenditures and operating costs with no allowance for inflation were deducted in arriving at the Company's share of future net revenues. An allowance for future abandonment, decommissioning and reclamation (ADR) costs were included in this report. ADR costs include but are not limited to items such as: producing wells, suspended wells, service wells, gathering
Sasol Canada Supplied Prices and Costs Page 5 June 30, 2020 systems, facilities, and surface land development. These costs and their respective timing have been supplied and represented by the Company and incorporated into this report without review. The ADR costs were included for all Company properties. The net present values were then obtained by employing 5, 10, 15 and 20 percent nominal annual discount rates compounded monthly. The Company's share of remaining reserves and net present values are presented on a total Company basis in the summary section of this report. Most of the future net revenues and net present values estimated in this report are presented before income taxes. Future net revenues and net present values are presented after income tax in selected tables at the corporate level. The estimates of future income taxes were based on our understanding of current Canadian Oil and Gas tax calculations; however, income tax experts should be consulted before relying on any of the income tax estimates presented in this report. Summaries of the Company's share of remaining reserves together with forecast future revenues, royalties, taxes, operating and capital costs, abandonments, decommissioning and reclamation costs, future net revenue, and net present values are presented in detailed tabulations for each reserves category in Appendices 1 to 3.
Prices and Costs as of June 30, 2020 M$ Mbbl $/bbl M$ M$ M$ BOE/d Royalty Tax Surch. Pymts. Op. Drilling & Compl. Equip. & Facility me 19-0275 2020-06-25 1:51:19 PM Prices: June SEC Eff. Date: June 30, 2020 Currency: CAD Forecast of Producti Supplied Crude OilNatural Gas WI & RI SalesSalesWI & RI Sales WIVolume PriceRevenueVolume PriceR YearWells Mbbl$/bblM$MMcf$/Mcf 2020 (6) 77.0 - - - 6533.5 2.03 2021 77.0 - - - 11357.2 2.03 2022 77.0 - - - 9789.9 2.03 2023 76.5 - - - 8579.0 2.03 2024 75.0 - - - 7621.5 2.03 2025 74.0 - - - 6729.6 2.03 2026 71.0 - - - 5013.1 2.03 2027 23.0 - - - 1312.2 2.02 2028 - - - - - - 2029 - - - - - - 2030 - - - - - - 2031 - - - - - - 2032 - - - - - - 2033 - - - - - - 2034 - - - - - - Rem. - - - - - - Total - - - - 56936.0 2.03 Crown RoyaltiesFreehold Royalt Unadj.RoyaltyAdj.Unadj.Royalty RoyaltyAdj.RoyaltyRoyaltyAdj. YearM$ M$ M$M$ M$ 2020 (6) 1294.0 944.9 349.0 - - 2021 2022.0 1441.1 580.9 - - 2022 1605.1 1117.2 487.9 - - 2023 1332.4 910.7 421.8 - - 2024 1133.8 762.6 371.2 - - 2025 969.0 643.4 325.5 - - 2026 743.4 498.8 244.6 - - 2027 270.3 201.2 69.1 - - 2028 - - - - - 2029 - - - - - 2030 - - - - - 2031 - - - - - 2032 - - - - - 2033 - - - - - 2034 - - - - - Rem. - - - - - Total 9370.1 6519.9 2850.1 - - ADRNet Operating CostsCostsInco Year M$ $/BOE M$ M$ 2020 (6) 17802.4 15.49 767.9 - 2021 38465.9 19.41 607.2 -1 2022 35467.9 20.87 11.4 -1 2023 30734.4 20.68 - -1 2024 22682.6 17.20 - - 2025 21812.1 18.75 - - 2026 19102.5 22.03 - - 2027 11976.8 52.04 - - 2028 9223.0 - 1335.0 -1 2029 3832.5 - 2548.6 - 2030 3832.5 - 4854.4 - 2031 3832.5 - 4854.4 - 2032 3528.0 - 4854.4 - 2033 - - 4854.4 - 2034 - - 17129.6 -1 Rem. - - 46757.9 -4 Total 222293.2 - 88574.9 -17 Product Natural Gas (MMcf) Condensate (Mbbl) Natural Gas Liquids (Mbbl) Total (MBOE) @ 0.0%@ 5 -183,513.1-120, RLI 4.06 yrs Remaining Life 7.5 yrs Price Schedule SC200602 Sasol Canada on and Revenue Before T Total Proved Reserves Total Company Condensate SalesWI & RISalesS evenueVolumePriceRev M$Mbbl$/bbl 13268.642.255.58 23065.158.255.58 19882.442.755.58 17423.134.455.58 15478.528.955.58 13666.624.855.58 10173.719.355.58 2648.68.855.58 ------------------------115606.5259.355.581 iesOverriding Royalt Adj.Unadj.Royalty RoyaltyRoyaltyAdj. M$M$ M$ ---------------------------------------------------Capital Co M$M$ 2576.3-562 2130.9-1183 2682.2-1065 0934.8-946 5185.0-828 6408.1-710 7601.8-336 8804.4-119 0558.0-6381.1-8686.9-8686.9-8382.4-4854.4-7129.6-6757.9-7760.5-5752 Remaining Gross LeaseW.I. 113,871.956,936. 518.7259. 294.6147. 19,791.99,896. Net Present Value Before Tax - M$ .0%@ 10.0%@ 15 308.8-86,029.2-65,9 Table 1 ax - Company Share Natural Gas LiquidsSulphur Company alesWI & RI SalesSales& OtherShare enueVolume PriceRevenue Revenue Revenue 2345.818.1 40.28728.6-16343.06280 3237.630.3 40.301220.6-27523.25429 2374.925.5 40.331027.7-23285.04657 1909.622.0 40.33888.7-20221.34072 1608.619.4 40.33781.8-17868.83603 1377.317.0 40.35685.8-15729.63187 1071.812.4 40.27499.8-11745.32376 489.42.6 39.40103.6-3241.6630 --------------------------------------------------------4414.9147.3 40.305936.4-135957.8-ies Adj.MineralSask. Cap. Total Royalties & Taxes NPI M$ M$M$M$%M$ ---349.02.1----580.92.1----487.92.1----421.82.1----371.22.1----325.52.1----244.62.1----69.12.1----------------------------------------------------2850.12.1-stsFuture Net Revenue Before Tax TotalNPV CapitalAnnualCum.@10.0% M$M$M$ M$ .5562.5-3138.8-3138.8-3054.5 .51183.5-13314.4-16453.2-12140.0 .21065.2-13747.4-30200.6-11395.1 .8946.8-11881.6-42082.2-8955.2 .5828.5-6013.5-48095.7-4128.6 .1710.1-7118.2-55213.9-4437.5 .2336.2-7938.0-63152.0-4488.6 .8119.8-8924.1-72076.1-4583.3 ---10558.0-82634.0-4954.8 ---6381.1-89015.1-2755.1 ---8686.9-97702.0-3433.3 ---8686.9-106388.9-3121.2 ---8382.4-114771.3-2740.4 ---4854.4-119625.7-1468.9 ---17129.6-136755.2-4712.2 ---46757.9-183513.1-9660.5 .65752.6-183513.1--86029.2 Reserves R.I.Net 0-53,007.6 3-238.3 3-131.6 0-9,204.5 .0%@ 20.0% 58.9-53,345.1
Prices and Costs as of June 30, 2020 $ M$ M$ 349.0 - - - - - - - 18570.2 39073.1 35479.3 30734.4 22682.6 21812.1 19102.5 18919.3 -2576.3 -12130.9 -12682.2 -10934.8 -5185.0 -6408.1 -7601.8 282935.1 147658.9 105840.6 76241.4 55142.8 40251.5 29562.4 1463840.0 1749351.4 1909141.1 2027663.9 2114840.2 2175168.0 2221827.6 - - - - - - - - - - - - - - 580.9 39654.1 487.9 35967.2 421.8 31156.2 371.2 23053.8 325.5 22137.7 244.6 19347.1 850.1 - 310868.2 313718.3 -177760.5 832482.9 - - me Tax Rate Tax Payable 19-0275 2020-06-25 1:51:20 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADForecast of Supplied Capital Cost AllowanceCdn. Oil & InitialExpenseInitial BalanceAdditionsClaimBalance YearM$M$M$M$ 2020 (6)92613.8562.518381.072174.6 202174795.31183.514379.864957.2 202261599.01065.211246.158461.4 202351418.2946.88856.052615.3 202443509.0828.56920.747353.8 202537416.7710.15549.042618.4 202632577.8336.24418.238356.6 202728495.8119.83507.934520.9 202825107.6-2787.731068.8 202922319.9-2240.327961.9 203020079.6-1822.925165.7 203118256.8-1503.322649.2 203216753.4-1257.520384.2 203315495.9-1067.318345.8 203414428.6-919.116511.2 Rem.-3738.0 Total5752.688594.9 Revenue Cro WI SalesRoyaltyOtherTotalRoya RevenueRevenueRevenueRevenuePaya YearM$M$M$M$M 2020 (6)16343.0--16343.0 202127523.2--27523.2 202223285.0--23285.0 202320221.3--20221.3 202417868.8--17868.8 202515729.6--15729.6 202611745.3--11745.3 20273241.6--3241.6 2028----2029----2030----2031----2032----2033----2034----Rem.----Total135957.8--135957.82 Federal Taxable Income Tax RateTax PayableTaxable Inco YearM$%M$M$ 2020 (6)---2021---2022---2023---2024---2025---2026---2027---2028---2029---2030---2031---2032---2033---2034---Rem.---Total---Before Tax Cash Flow-After Tax Cash Flow-Sasol Canada Revenue After Tax - Com Total Proved Reserves Total Company Gas Property Expense Expense CEE AdditionsClaimClaim M$M$M$ -7217.576217.5 -6495.7--5846.1--5261.5--4735.4--4261.8--3835.7--3452.1--3106.9--2796.2--2516.6--2264.9--2038.4--1834.6--1651.1--6962.8--64277.376217.5 Royalties & Expenses wn Other Op. Costs, T lty Royalty ADR Costs Roya ble Payable & Taxes Exp 69.1 - 11976.8 12 --10558.010 --6381.16 --8686.98 --8686.98 --8382.48 --4854.44 --17129.617 --46757.946 Provincial %M$ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Net Prese @0.0%@5.0% 183513.1 -120308.8 - 183513.1 -120308.8 - Table AT pany Share Canadian Development Expense InitialExpenseFEDETax Pool BalanceAdditionsClaimClaimClaims M$M$M$M$M$ 603730.4-181119.1-282935.1 422611.3-126783.4-147658.9 295827.9-88748.4-105840.6 207079.5-62123.9-76241.4 144955.7-43486.7-55142.8 101469.0-30440.7-40251.5 71028.3-21308.5-29562.4 49719.8-14915.9-21876.0 34803.9-10441.2-16335.7 24362.7-7308.8-12345.3 17053.9-5116.2-9455.6 11937.7-3581.3-7349.6 8356.4-2506.9-5802.9 5849.5-1754.8-4656.8 4094.6-1228.4-3798.6 -2529.0-13229.9 -603393.2-832482.9 TaxableDeductions otal Income Non-capital Tax lties & Before Tax Pool Loss Carry-Loss Taxable enses Deductions Claims forward Claim Income M$ M$ M$ M$ M$ M$ 045.9-8804.421876.0 2258991.8--558.0-10558.016335.7 2289672.1--381.1-6381.112345.3 2316565.8--686.9-8686.99455.6 2335292.1--686.9-8686.97349.6 2353434.6--382.4-8382.45802.9 2369471.1--854.4-4854.44656.8 2383656.4--129.6-17129.63798.6 2393167.5--757.9-46757.913229.9--Cash Flow Total TaxNPV BTCFPayableATCFCum. ATCF@ 10.00 % M$M$M$M$M$ -3138.8--3138.8-3138.8-3054.5 -13314.4--13314.4-16453.2-12140.0 -13747.4--13747.4-30200.6-11395.1 -11881.6--11881.6-42082.2-8955.2 -6013.5--6013.5-48095.7-4128.6 -7118.2--7118.2-55213.9-4437.5 -7938.0--7938.0-63152.0-4488.6 -8924.1--8924.1-72076.1-4583.3 -10558.0--10558.0-82634.0-4954.8 -6381.1--6381.1-89015.1-2755.1 -8686.9--8686.9-97702.0-3433.3 -8686.9--8686.9-106388.9-3121.2 -8382.4--8382.4-114771.3-2740.4 -4854.4--4854.4-119625.7-1468.9 -17129.6--17129.6-136755.2-4712.2 -46757.9--46757.9-183513.1-9660.5 -183513.1--183513.1-86029.2 nt Value - M$ @10.0% @15.0% @20.0% 86029.2 -65958.9 -53345.1 86029.2 -65958.9 -53345.1
Prices and Costs as of June 30, 2020 erves Net Present Value Before Tax (M$) 19-0275 2020-06-25 1:51:21 PM Prices: June SEC Eff. Date: June 30, 2020 Currency: CAD Reserves Supplied CompanyReserve Area and Property Interest % Zones Class Canada British Columbia Corporate Sasol PSMP Management OverheadW-50.000NRA PSMP Unutilized TransportW-50.000NRA Subtotal Subtotal Subtotal Corporate Sasol Cypress A Cypress A Not On Production 200/A-094-E/094-B-08/0 W-50.000 MONT G1 NRA 200/D-049-F/094-B-08/0 W-50.000 MONT NRA 200/C-065-F/094-B-08/0 W-50.000 MONT NRA 200/C-060-G/094-B-08/0 W-50.000 MONT NRA 200/C-046-K/094-B-08/0 W-50.000 MONT A1 NRA 202/C-046-K/094-B-08/0 W-50.000 MONT D1 NRA 200/D-047-K/094-B-08/0 W-50.000 MONT F1 NRA 200/C-067-K/094-B-08/0 W-50.000 MONT NRA 200/C-006-L/094-B-08/0 W-50.000 MONT NRA 200/C-023-L/094-B-08/0W-50.000MONTNRA SXMTH 202/C-023-L/094-B-08/0 W-50.000 MONT B1 NRA 203/C-023-L/094-B-08/0 W-50.000 MONT G1 NRA 200/D-023-L/094-B-08/0 W-50.000 MONT B1 NRA 200/C-044-L/094-B-08/0 W-50.000 MONT F1 NRA Cypress A HZ NRA Wells W-50.000 MONT NRA Cypress A Vert NRA Wells W-50.000 MONT NRA Subtotal Not On Production On Production 200/B-093-E/094-B-08/0W-50.000MONTPDP BASAL 202/B-093-E/094-B-08/0 W-50.000 MONT B1 PDP 202/A-094-E/094-B-08/0 W-50.000 MONT A1 PDP 200/A-015-F/094-B-08/0 W-50.000 MONT B1 PDP 202/A-015-F/094-B-08/0 W-50.000 MONT G1 PDP 203/A-015-F/094-B-08/0 W-50.000 MONT A1 PDP 204/A-015-F/094-B-08/0 W-50.000 MONT A1 PDP 200/C-039-F/094-B-08/0W-50.000MONTPDP BASAL 200/B-070-F/094-B-08/0W-50.000MONTPDP SXMTH 200/A-076-F/094-B-08/0 W-50.000 MONT A1 PDP 202/A-076-F/094-B-08/0 W-50.000 MONT A1 PDP 200/B-076-F/094-B-08/2 W-50.000 MONT B1 PDP 202/B-076-F/094-B-08/0 W-50.000 MONT A1 PDP 200/A-038-K/094-B-08/0 W-50.000 MONT F1 PDP 202/A-038-K/094-B-08/0 W-50.000 MONT B1 PDP 203/A-038-K/094-B-08/0 W-50.000 MONT F1 PDP 204/A-038-K/094-B-08/0 W-50.000 MONT A1 PDP Subtotal On Production Cypress A - ADR W-50.000 NRA Cypress A - Maint CAPEX W-50.000 NRA Cypress A - OPEX Adjust(DEL) W-50.000 NRA Subtotal Subtotal Cypress A Subtotal Cypress A Farrell Creek Farrell Creek East Not On Production 100/04-33-083-24W6/0 W-50.000 MONT NRA 100/16-36-083-25W6/0 W-50.000 MONT NRA 100/16-01-084-25W6/0 W-50.000 MONT A1 NRA 100/07-27-084-25W6/0 W-50.000 MONT B1 NRA 100/14-34-084-25W6/0 W-50.000 MONT NRA 102/06-10-085-25W6/0W-50.000MONTNRA FC East Vert NRA WellsW-50.000MONTNRA Subtotal Not On Production On Production 100/09-09-083-25W6/0 W-50.000 MONT F1 PDP 100/16-09-083-25W6/0 W-50.000 MONT A1 PDP 100/16-05-084-24W6/0 W-50.000 MONT F1 PDP 100/13-06-084-24W6/0 W-50.000 MONT A1 PDP 100/05-07-084-24W6/0 W-50.000 MONT A1 PDP 100/06-07-084-24W6/0 W-50.000 MONT B1 PDP 102/16-01-084-25W6/0 W-50.000 MONT A1 PDP Sasol Canada and Net Present Value by Total Proved Reserves Total Company Company WI & RI Res OilGasCo MbblMMcfM ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -223.7 -365.0 -175.0 -390.4 -513.0 -633.2 -664.7 -1141.7 -308.5 -768.8 -341.3 -500.9 -559.5 -716.0 -1426.0 -504.5 -697.6 -9929.9 ---- ---- -9929.9 -9929.9 ---- ---- ---- ---- -261.4 -326.1 -90.9 -57.3 -79.2 -260.3 -270.7 Table 2 Property nd.NGL bblMbbl@ 0.0%@ 5.0%@ 10.0%@ 15.0% ---45730.0-37433.0-31339.6-26759.5 ---68892.6-55998.1-47231.1-40992.2 ---114622.6-93431.1-78570.7-67751.7 ---114622.6-93431.1-78570.7-67751.7 ---114622.6-93431.1-78570.7-67751.7 ------------------------------------------------------------------------------------------------------0.0-67.460.855.450.9 0.0-104.594.586.479.6 0.0-58.854.450.747.6 0.0-131.2119.6109.9101.9 0.0-165.8151.2139.1129.0 0.0-192.5174.9160.4148.4 0.0-211.7192.3176.4163.2 0.1-443.7404.9373.0346.5 0.0-87.278.771.866.0 0.0-226.0203.2184.7169.4 0.0-100.891.183.276.7 0.0-145.2131.2119.7110.1 0.0-165.3149.8137.1126.5 0.0-222.5201.3184.0169.7 0.1-469.3421.8383.4351.8 0.0-154.4140.2128.6119.0 0.0-206.3186.4170.1156.6 0.5-3152.62856.32614.02412.9 ---17952.3-8707.9-4435.6-2365.1 ---833.7-741.6-668.0-608.1 ---------18786.0-9449.5-5103.6-2973.2 0.5--15633.4-6593.2-2489.5-560.2 0.5--15633.4-6593.2-2489.5-560.2 ------------------------------------------------1.82.1133.3121.3111.4103.1 2.22.6160.2145.5133.3123.2 0.60.765.961.257.353.9 0.40.525.023.622.421.4 0.50.642.039.036.534.4 1.82.1138.4126.2116.1107.7 1.82.2132.6121.0111.4103.3
Prices and Costs as of June 30, 2020 erves Net Present Value Before Tax (M$) 19-0275 2020-06-25 1:51:21 PM Prices: June SEC Eff. Date: June 30, 2020 Currency: CAD Reserves Supplied CompanyReserve Area and Property Interest % Zones Class 100/06-02-084-25W6/0 W-50.000 MONT A1 PDP 100/11-02-084-25W6/3 W-50.000 MONT G1 PDP 102/11-02-084-25W6/0W-50.000MONTPDP BASAL 100/14-02-084-25W6/0 W-50.000 MONT B1 PDP 100/15-02-084-25W6/0 W-50.000 MONT A1 PDP 100/16-02-084-25W6/0 W-50.000 MONT A1 PDP 102/16-02-084-25W6/0 W-50.000 MONT B1 PDP 100/01-34-084-25W6/0 W-50.000 MONT D1 PDP 102/14-34-084-25W6/0 W-50.000 MONT B1 PDP 100/15-34-084-25W6/0 W-50.000 MONT A1 PDP 100/16-34-084-25W6/0 W-50.000 MONT A1 PDP 100/04-35-084-25W6/0 W-50.000 MONT H1 PDP 102/04-35-084-25W6/0 W-50.000 MONT B1 PDP Subtotal On Production Subtotal Farrell Creek East Farrell Creek Transition Not On Production 100/12-17-083-25W6/3 W-50.000 MONT B1 NRA 102/12-17-083-25W6/0 W-50.000 MONT G1 NRA 100/16-17-083-25W6/0 W-50.000 MONT NRA 100/11-18-083-25W6/3 W-50.000 MONT G1 NRA 102/12-18-083-25W6/0 W-50.000 MONT B1 NRA 100/01-23-083-25W6/0 W-50.000 MONT G1 NRA 100/02-23-083-25W6/0 W-50.000 MONT A1 NRA 100/03-23-083-25W6/0 W-50.000 MONT G1 NRA 104/01-28-083-25W6/0 W-50.000 MONT F1 NRA 100/02-29-083-25W6/0 W-50.000 MONT A1 NRA 100/10-30-083-25W6/0 W-50.000 MONT G1 NRA 100/08-13-083-26W6/0 W-50.000 MONT A1 NRA 100/07-25-083-26W6/0 W-50.000 MONT F1 NRA 200/A-078-L/094-A-04/0 W-50.000 MONT A1 NRA FC Trans HZ NRA Wells W-50.000 MONT NRA FC Trans Vert NRA Wells W-50.000 MONT NRA Subtotal Not On Production On Production 100/12-18-083-25W6/0 W-50.000 MONT A1 PDP 103/12-18-083-25W6/0 W-50.000 MONT F1 PDP 100/07-20-083-25W6/0 W-50.000 MONT A1 PDP 100/14-20-083-25W6/2 W-50.000 MONT A1 PDP 100/01-26-083-25W6/0 W-50.000 MONT A1 PDP 102/01-26-083-25W6/0 W-50.000 MONT H1 PDP 100/05-26-083-25W6/0 W-50.000 MONT A1 PDP 102/05-26-083-25W6/0W-50.000MONTPDP BASAL 100/13-26-083-25W6/0 W-50.000 MONT B1 PDP 102/13-26-083-25W6/0 W-50.000 MONT A1 PDP 100/16-27-083-25W6/0 W-50.000 MONT C1 PDP 102/16-27-083-25W6/0 W-50.000 MONT A1 PDP 100/01-28-083-25W6/0 W-50.000 MONT D1 PDP 102/01-28-083-25W6/0 W-50.000 MONT A1 PDP 103/01-28-083-25W6/0 W-50.000 MONT H1 PDP 100/02-28-083-25W6/2 W-50.000 MONT H1 PDP 102/02-28-083-25W6/0 W-50.000 MONT A1 PDP 102/02-29-083-25W6/0 W-50.000 MONT G1 PDP 100/06-30-083-25W6/0 W-50.000 MONT A1 PDP 100/11-30-083-25W6/0 W-50.000 MONT A1 PDP 102/11-30-083-25W6/0 W-50.000 MONT G1 PDP 100/12-31-083-25W6/0 W-50.000 MONT A1 PDP 102/12-31-083-25W6/0 W-50.000 MONT F1 PDP 100/13-31-083-25W6/0 W-50.000 MONT A1 PDP 102/13-31-083-25W6/0 W-50.000 MONT F1 PDP 100/14-31-083-25W6/2 W-50.000 MONT F1 PDP 100/14-32-083-25W6/0 W-50.000 MONT A1 PDP 102/14-32-083-25W6/0 W-50.000 MONT H1 PDP 100/15-32-083-25W6/0 W-50.000 MONT G1 PDP 100/16-32-083-25W6/0 W-50.000 MONT G1 PDP 102/16-32-083-25W6/0 W-50.000 MONT A1 PDP 100/13-33-083-25W6/0 W-50.000 MONT H1 PDP 102/13-33-083-25W6/0 W-50.000 MONT B1 PDP 103/13-33-083-25W6/0 W-50.000 MONT A1 PDP 100/16-33-083-25W6/0 W-50.000 MONT H1 PDP 102/16-33-083-25W6/0 W-50.000 MONT A1 PDP 100/09-34-083-25W6/0 W-50.000 MONT A1 PDP 102/09-34-083-25W6/2 W-50.000 MONT H1 PDP 100/15-34-083-25W6/0W-50.000MONTPDP SXMTH 100/16-34-083-25W6/0 W-50.000 MONT G1 PDP 102/16-34-083-25W6/0 W-50.000 MONT B1 PDP 103/16-34-083-25W6/0 W-50.000 MONT A1 PDP 100/13-35-083-25W6/0 W-50.000 MONT G1 PDP 102/13-35-083-25W6/0 W-50.000 MONT B1 PDP 100/09-13-083-26W6/0 W-50.000 MONT B1 PDP Subtotal On Production Subtotal Farrell Creek Transition Sasol Canada and Net Present Value by Total Proved Reserves Total Company Company WI & RI Res OilGasCo MbblMMcfM -208.1 -389.6 -143.5 -168.7 -300.8 -296.7 -79.1 -377.6 -1059.9 -1242.8 -1171.6 -118.2 -172.4 -7074.9 -7074.9 ---- ---- ---- ---- ---- ---- ---- ---- ---355.8 -89.8 -37.6 -453.3 -221.5 -144.1 -166.2 -129.7 -441.4 -177.9 -828.2 -206.5 -281.4 -139.2 -218.3 -170.2 -230.2 -185.0 -37.5 -285.7 -259.1 -198.4 -225.0 -256.6 -248.7 -60.1 -177.3 -260.9 -179.2 -93.3 -314.2 -219.7 -224.7 -349.3 -198.7 -116.6 -115.9 -249.7 -227.6 -130.8 -200.0 -240.9 -227.0 -186.5 -391.4 -10150.6 -10150.6 Table 2 Property nd.NGL bblMbbl@ 0.0%@ 5.0%@ 10.0%@ 15.0% 1.41.7108.699.291.484.8 2.63.2199.5181.6166.7154.2 1.01.270.964.559.254.7 1.11.491.383.577.171.7 2.02.4152.3138.8127.6118.2 2.02.4152.7139.2127.9118.5 0.50.637.734.832.430.4 2.53.1197.8180.6166.3154.2 41.18.61824.21688.21575.11479.8 50.010.12199.92035.81899.51784.6 63.79.52479.02297.82146.92019.4 0.81.067.962.357.653.7 1.21.493.085.078.372.6 179.157.38372.17729.07194.46743.8 179.157.38372.17729.07194.46743.8 ------------------------------------------------------------------------------------------------------1.81.7130.7119.1109.6101.5 0.40.431.929.126.924.9 0.20.29.99.49.18.7 2.22.1172.8157.4144.7134.0 1.11.076.569.864.359.6 0.70.750.446.142.539.4 0.80.861.656.251.747.9 0.60.648.344.040.437.4 2.22.1168.3153.8141.7131.6 0.90.876.270.064.960.5 4.13.9346.1313.1286.2263.8 1.01.078.171.265.560.7 1.41.3103.494.386.780.3 0.70.754.049.245.342.0 1.11.081.674.468.463.3 0.80.863.057.452.848.9 1.11.182.775.369.264.0 0.90.966.961.156.252.1 0.20.214.714.113.613.1 1.41.4134.7124.5115.9108.6 1.31.295.186.679.673.8 1.00.975.568.763.158.4 1.11.184.176.870.765.6 1.31.2153.8139.7128.0118.3 1.21.293.385.178.272.4 0.30.321.720.519.418.4 0.90.863.858.253.549.5 1.31.296.187.680.674.7 0.90.866.460.555.751.6 0.50.433.430.628.326.3 1.51.5119.0108.599.892.5 1.11.083.475.969.764.5 1.11.182.575.770.065.2 1.71.7129.8118.5109.0101.1 1.00.973.066.661.256.7 0.60.641.737.934.932.3 0.60.542.638.835.733.1 1.21.289.481.675.169.7 1.11.185.778.272.066.7 0.60.649.645.341.738.7 1.00.974.868.463.058.6 1.21.191.183.176.570.9 1.11.186.579.172.967.6 0.90.971.865.660.456.1 1.91.9213.4194.2178.3165.0 49.948.03969.63621.53332.83090.3 49.948.03969.63621.53332.83090.3
Prices and Costs as of June 30, 2020 erves Net Present Value Before Tax (M$) 19-0275 2020-06-25 1:51:21 PM Prices: June SEC Eff. Date: June 30, 2020 Currency: CAD Reserves Supplied CompanyReserve Area and Property Interest % Zones Class Farrell Creek West Not On Production 202/B-058-L/094-A-04/0 W-50.000 MONT NRA 203/A-079-L/094-A-04/0W-50.000MONTNRA BASAL 205/A-079-L/094-A-04/0W-50.000MONTNRA BASAL 200/B-015-I/094-B-01/0 W-50.000 MONT NRA 202/B-053-I/094-B-01/0 W-50.000 MONT D1 NRA 202/D-065-I/094-B-01/0 W-50.000 MONT A1 NRA 200/B-071-I/094-B-01/0 W-50.000 MONT A1 NRA 206/B-071-I/094-B-01/0 W-50.000 MONT G1 NRA 200/C-072-I/094-B-01/0 W-50.000 MONT A1 NRA 200/A-075-I/094-B-01/0 W-50.000 MONT B1 NRA 202/B-077-I/094-B-01/2 W-50.000 MONT A1 NRA 202/A-078-I/094-B-01/0 W-50.000 MONT F1 NRA 200/D-082-I/094-B-01/0 W-50.000 MONT NRA 200/D-083-I/094-B-01/0 W-50.000 MONT NRA 200/C-087-I/094-B-01/0 W-50.000 MONT NRA 200/D-087-I/094-B-01/0 W-50.000 MONT NRA 200/A-092-I/094-B-01/0 W-50.000 MONT NRA 200/A-094-I/094-B-01/0 W-50.000 MONT NRA 200/C-097-I/094-B-01/0 W-50.000 MONT A1 NRA 200/D-097-I/094-B-01/0 W-50.000 MONT B1 NRA 200/C-075-J/094-B-01/0 W-50.000 MONT NRA 203/C-003-A/094-B-08/0W-50.000MONTNRA BASAL 203/D-003-A/094-B-08/0W-50.000MONTNRA BASAL 200/D-004-A/094-B-08/0W-50.000MONTNRA BASAL 202/D-004-A/094-B-08/0 W-50.000 MONT H1 NRA 202/C-005-A/094-B-08/0 W-50.000 MONT H1 NRA 200/D-005-A/094-B-08/0W-50.000MONTNRA BASAL 200/C-006-A/094-B-08/0 W-50.000 MONT A1 NRA 204/D-006-A/094-B-08/0 W-50.000 MONT H1 NRA 200/B-007-A/094-B-08/0 W-50.000 MONT A1 NRA FC West HZ NRA Wells W-50.000 MONT NRA FC West Vert NRA Wells W-50.000 MONT NRA Subtotal Not On Production On Production 200/A-079-L/094-A-04/0W-50.000MONTPDP BASAL 202/A-079-L/094-A-04/0 W-50.000 MONT H1 PDP 204/A-079-L/094-A-04/0 W-50.000 MONT G1 PDP 206/A-079-L/094-A-04/0 W-50.000 MONT H1 PDP 200/A-080-L/094-A-04/0W-50.000MONTPDP SXMTH 202/A-080-L/094-A-04/0 W-50.000 MONT B1 PDP 203/A-080-L/094-A-04/0 W-50.000 MONT A1 PDP 200/B-080-L/094-A-04/0W-50.000MONTPDP BASAL 202/B-080-L/094-A-04/0 W-50.000 MONT B1 PDP 200/A-051-I/094-B-01/0 W-50.000 MONT B1 PDP 200/B-051-I/094-B-01/0 W-50.000 MONT H1 PDP 202/B-051-I/094-B-01/0 W-50.000 MONT A1 PDP 200/D-051-I/094-B-01/0 W-50.000 MONT B1 PDP 200/A-052-I/094-B-01/0 W-50.000 MONT D1 PDP 202/A-052-I/094-B-01/0W-50.000MONTPDP SXMTH 203/A-052-I/094-B-01/0 W-50.000 MONT F1 PDP 200/B-052-I/094-B-01/3 W-50.000 MONT H1 PDP 202/B-052-I/094-B-01/0 W-50.000 MONT F1 PDP 200/A-053-I/094-B-01/0 W-50.000 MONT F1 PDP 202/A-053-I/094-B-01/0 W-50.000 MONT H1 PDP 200/B-053-I/094-B-01/0 W-50.000 MONT H1 PDP 203/B-053-I/094-B-01/0 W-50.000 MONT F1 PDP 200/D-053-I/094-B-01/0 W-50.000 MONT H1 PDP 200/A-054-I/094-B-01/0 W-50.000 MONT H1 PDP 202/A-054-I/094-B-01/0 W-50.000 MONT F1 PDP 200/C-063-I/094-B-01/0 W-50.000 MONT C1 PDP 202/C-063-I/094-B-01/0 W-50.000 MONT B1 PDP 200/A-064-I/094-B-01/0 W-50.000 MONT D1 PDP 200/C-065-I/094-B-01/0 W-50.000 MONT A1 PDP 200/D-065-I/094-B-01/0 W-50.000 MONT B1 PDP 202/B-071-I/094-B-01/2 W-50.000 MONT F1 PDP 203/B-071-I/094-B-01/0 W-50.000 MONT A1 PDP 204/B-071-I/094-B-01/0 W-50.000 MONT G1 PDP 205/B-071-I/094-B-01/0 W-50.000 MONT A1 PDP 207/B-071-I/094-B-01/0 W-50.000 MONT H1 PDP 200/A-072-I/094-B-01/0 W-50.000 MONT H1 PDP 202/A-072-I/094-B-01/0 W-50.000 MONT B1 PDP 200/A-073-I/094-B-01/0 W-50.000 MONT H1 PDP 202/A-073-I/094-B-01/2 W-50.000 MONT A1 PDP 200/B-073-I/094-B-01/0W-50.000MONTPDP SXMTH 202/B-073-I/094-B-01/0 W-50.000 MONT A1 PDP 200/C-074-I/094-B-01/0 W-50.000 MONT B1 PDP Sasol Canada and Net Present Value by Total Proved Reserves Total Company Company WI & RI Res OilGasCo MbblMMcfM ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---119.7 -287.5 -120.7 -405.3 -320.5 -498.6 -250.4 -160.2 -138.3 -486.5 -287.7 -218.2 -537.3 -224.7 -273.7 -536.2 -391.9 -259.5 -137.2 -485.7 -353.3 -536.5 -165.4 -161.3 -326.3 -341.0 -570.6 -582.4 -591.2 -539.2 -274.8 -85.6 -135.4 -536.3 -416.6 -416.6 -634.3 -274.9 -948.8 -373.9 -142.3 -389.4 Table 2 Property nd.NGL bblMbbl@ 0.0%@ 5.0%@ 10.0%@ 15.0% ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------0.10.230.828.426.524.8 0.30.482.575.669.764.8 0.10.249.445.442.039.2 0.40.6124.6113.3104.096.2 0.30.5105.795.486.979.9 0.50.7154.5140.6129.0119.3 0.30.472.666.561.457.1 0.20.245.041.438.335.7 0.10.249.945.742.239.3 0.50.7151.6138.1126.9117.5 0.30.484.877.471.266.1 0.20.357.653.249.646.4 0.50.8170.5154.9142.0131.3 0.20.365.860.155.451.4 0.30.480.373.868.363.7 0.50.8165.9151.4139.3129.2 0.40.6118.5108.299.692.4 0.30.487.880.073.668.1 0.10.254.851.047.845.1 0.50.7150.7137.1125.7116.3 0.40.5177.7162.1149.1138.3 0.50.8165.2150.3138.0127.6 0.20.247.143.239.937.2 0.20.246.142.339.136.4 0.30.596.988.481.375.4 0.30.5102.893.786.279.8 0.60.8195.0176.7161.5149.0 0.60.8187.4169.8155.3143.2 0.60.8204.3185.0169.2156.0 0.50.8172.3156.4143.2132.3 0.30.481.574.668.964.0 0.10.129.527.425.624.1 0.10.236.233.330.928.8 0.50.8165.0150.1137.8127.4 0.40.6136.3124.6114.9106.8 0.40.6136.3124.6114.9106.8 0.60.9220.1199.5182.6168.5 0.30.4113.3103.495.288.3 1.01.3344.1309.7281.6258.5 0.40.5125.8114.8105.798.1 0.10.246.642.939.737.1 0.40.5109.6100.092.185.4
Prices and Costs as of June 30, 2020 erves Net Present Value Before Tax (M$) 19-0275 2020-06-25 1:51:21 PM Prices: June SEC Eff. Date: June 30, 2020 Currency: CAD Reserves Supplied CompanyReserve Area and Property Interest % Zones Class 202/A-075-I/094-B-01/0W-50.000MONTPDP SXMTH 200/B-075-I/094-B-01/0 W-50.000 MONT H1 PDP 200/A-076-I/094-B-01/0 W-50.000 MONT B1 PDP 200/B-076-I/094-B-01/0 W-50.000 MONT H1 PDP 202/B-076-I/094-B-01/0 W-50.000 MONT A1 PDP 200/B-077-I/094-B-01/0 W-50.000 MONT C1 PDP 200/A-078-I/094-B-01/3 W-50.000 MONT A1 PDP 203/A-078-I/094-B-01/0 W-50.000 MONT F1 PDP 200/B-078-I/094-B-01/0 W-50.000 MONT A1 PDP 200/C-085-I/094-B-01/0 W-50.000 MONT PDP 202/C-097-I/094-B-01/0 W-50.000 MONT A1 PDP 200/C-001-A/094-B-08/0 W-50.000 MONT A1 PDP 200/D-001-A/094-B-08/0 W-50.000 MONT C1 PDP 200/C-002-A/094-B-08/0 W-50.000 MONT A1 PDP 200/D-002-A/094-B-08/0 W-50.000 MONT B1 PDP 200/C-003-A/094-B-08/0 W-50.000 MONT C1 PDP 202/C-003-A/094-B-08/0 W-50.000 MONT H1 PDP 200/D-003-A/094-B-08/0 W-50.000 MONT C1 PDP 202/D-003-A/094-B-08/0W-50.000MONTPDP SXMTH 200/C-005-A/094-B-08/0 W-50.000 MONT H1 PDP 200/B-006-A/094-B-08/0 W-50.000 MONT B1 PDP 202/C-006-A/094-B-08/0 W-50.000 MONT A1 PDP 203/C-006-A/094-B-08/0 W-50.000 MONT H1 PDP 200/D-006-A/094-B-08/0 W-50.000 MONT A1 PDP 202/D-006-A/094-B-08/0 W-50.000 MONT B1 PDP 203/D-006-A/094-B-08/0 W-50.000 MONT H1 PDP 200/A-007-A/094-B-08/0 W-50.000 MONT A1 PDP 200/C-027-A/094-B-08/0W-50.000MONTPDP SXMTH 202/C-027-A/094-B-08/0 W-50.000 MONT D1 PDP 203/C-027-A/094-B-08/0 W-50.000 MONT A1 PDP Subtotal On Production Subtotal Farrell Creek West Farrell Creek - ADR W-50.000 NRA Farrell Creek - OPEX Adjust(DEL) W-50.000 NRA FC Maintenance CAPEX W-50.000 NRA Subtotal Subtotal Subtotal Farrell Creek Subtotal British Columbia Total Sasol Canada and Net Present Value by Total Proved Reserves Total Company Company WI & RI Res OilGasCo MbblMMcfM -272.0 -472.4 -312.1 -598.3 -657.1 -287.8 -455.0 -377.7 -44.1 -20.6 -275.0 -520.4 -262.6 -758.9 -398.9 -649.8 -810.9 -159.3 -440.6 -350.4 -164.5 -848.1 -206.5 -925.1 -451.2 -312.1 -490.5 -537.4 -927.0 -1858.3 -29780.5 -29780.5 ---- ---- ---47006.0 -56936.0 -56936.0 Table 2 Property nd.NGL bblMbbl@ 0.0%@ 5.0%@ 10.0%@ 15.0% 0.30.487.079.573.368.0 0.50.7202.1186.1172.7161.4 0.30.491.583.577.071.4 0.60.8203.9184.5168.6155.4 0.70.9227.9206.4188.8174.2 0.30.482.875.869.965.0 0.50.6138.0125.6115.4106.8 0.40.5115.1104.796.289.0 0.00.114.614.113.513.1 0.00.02.82.72.72.6 0.30.480.273.467.762.9 0.50.7158.1144.2132.6122.9 0.30.477.270.865.460.8 0.81.1251.5228.0208.7192.6 0.40.6116.5106.498.090.9 0.70.9196.9179.3164.7152.4 0.81.1325.0296.9273.6254.2 0.20.241.038.235.933.8 0.40.6131.9120.3110.7102.7 0.40.5101.492.785.479.3 0.20.246.242.439.236.5 0.81.2339.4309.5284.8264.2 0.20.362.857.753.349.7 0.91.3306.4275.4250.1229.3 0.50.6160.4145.6133.3123.1 0.30.4109.9101.394.187.9 0.50.7161.5147.7136.1126.5 0.50.8194.6178.7165.5154.3 0.91.3377.6345.0318.1295.6 1.92.6696.0632.6580.5537.2 29.842.09942.79059.38328.77716.5 29.842.09942.79059.38328.77716.5 ---70622.7-36294.9-19844.9-11561.6 ---------4918.9-4399.5-3980.0-3636.0 ---75541.5-40694.4-23824.9-15197.5 ---75541.5-40694.4-23824.9-15197.5 258.8147.3-53257.1-20284.6-4969.02353.0 259.3147.3-183513.1-120308.8-86029.2-65958.9 259.3147.3-183513.1-120308.8-86029.2-65958.9
Prices and Costs as of June 30, 2020 M$ Mbbl $/bbl M$ M$ M$ BOE/d Royalty Tax Surch. Pymts. Op. Drilling & Compl. Equip. & Facility me 19-0275 2020-06-25 1:51:21 PM Prices: June SEC Eff. Date: June 30, 2020 Currency: CAD Forecast of Producti Supplied Proved Crude OilNatural Gas WI & RI SalesSalesWI & RI Sales WIVolume PriceRevenueVolume PriceR YearWells Mbbl$/bblM$MMcf$/Mcf 2020 (6) 77.0 - - - 6533.5 2.03 2021 77.0 - - - 11357.2 2.03 2022 77.0 - - - 9789.9 2.03 2023 76.5 - - - 8579.0 2.03 2024 75.0 - - - 7621.5 2.03 2025 74.0 - - - 6729.6 2.03 2026 71.0 - - - 5013.1 2.03 2027 23.0 - - - 1312.2 2.02 2028 - - - - - - 2029 - - - - - - 2030 - - - - - - 2031 - - - - - - 2032 - - - - - - 2033 - - - - - - 2034 - - - - - - Rem. - - - - - - Total - - - - 56936.0 2.03 Crown RoyaltiesFreehold Royalt Unadj.RoyaltyAdj.Unadj.Royalty RoyaltyAdj.RoyaltyRoyaltyAdj. YearM$ M$ M$M$ M$ 2020 (6) 1294.0 944.9 349.0 - - 2021 2022.0 1441.1 580.9 - - 2022 1605.1 1117.2 487.9 - - 2023 1332.4 910.7 421.8 - - 2024 1133.8 762.6 371.2 - - 2025 969.0 643.4 325.5 - - 2026 743.4 498.8 244.6 - - 2027 270.3 201.2 69.1 - - 2028 - - - - - 2029 - - - - - 2030 - - - - - 2031 - - - - - 2032 - - - - - 2033 - - - - - 2034 - - - - - Rem. - - - - - Total 9370.1 6519.9 2850.1 - - ADRNet Operating CostsCostsInco Year M$ $/BOE M$ M$ 2020 (6) 17802.4 15.49 767.9 - 2021 38465.9 19.41 607.2 -1 2022 35467.9 20.87 11.4 -1 2023 30734.4 20.68 - -1 2024 22682.6 17.20 - - 2025 21812.1 18.75 - - 2026 19102.5 22.03 - - 2027 11976.8 52.04 - - 2028 9223.0 - 1335.0 -1 2029 3832.5 - 2548.6 - 2030 3832.5 - 4854.4 - 2031 3832.5 - 4854.4 - 2032 3528.0 - 4854.4 - 2033 - - 4854.4 - 2034 - - 17129.6 -1 Rem. - - 46757.9 -4 Total 222293.2 - 88574.9 -17 Product Natural Gas (MMcf) Condensate (Mbbl) Natural Gas Liquids (Mbbl) Total (MBOE) @ 0.0%@ 5 -183,513.1-120, RLI 4.06 yrs Remaining Life 7.5 yrs Price Schedule SC200602 Sasol Canada on and Revenue Before T Developed Producing Re Total Company Condensate SalesWI & RISalesS evenueVolumePriceRev M$Mbbl$/bbl 13268.642.255.58 23065.158.255.58 19882.442.755.58 17423.134.455.58 15478.528.955.58 13666.624.855.58 10173.719.355.58 2648.68.855.58 ------------------------115606.5259.355.581 iesOverriding Royalt Adj.Unadj.Royalty RoyaltyRoyaltyAdj. M$M$ M$ ---------------------------------------------------Capital Co M$M$ 2576.3-562 2130.9-1183 2682.2-1065 0934.8-946 5185.0-828 6408.1-710 7601.8-336 8804.4-119 0558.0-6381.1-8686.9-8686.9-8382.4-4854.4-7129.6-6757.9-7760.5-5752 Remaining Gross LeaseW.I. 113,871.956,936. 518.7259. 294.6147. 19,791.99,896. Net Present Value Before Tax - M$ .0%@ 10.0%@ 15 308.8-86,029.2-65,9 Table 1 ax - Company Share serves Natural Gas LiquidsSulphur Company alesWI & RI SalesSales& OtherShare enueVolume PriceRevenue Revenue Revenue 2345.818.1 40.28728.6-16343.06280 3237.630.3 40.301220.6-27523.25429 2374.925.5 40.331027.7-23285.04657 1909.622.0 40.33888.7-20221.34072 1608.619.4 40.33781.8-17868.83603 1377.317.0 40.35685.8-15729.63187 1071.812.4 40.27499.8-11745.32376 489.42.6 39.40103.6-3241.6630 --------------------------------------------------------4414.9147.3 40.305936.4-135957.8-ies Adj.MineralSask. Cap. Total Royalties & Taxes NPI M$ M$M$M$%M$ ---349.02.1----580.92.1----487.92.1----421.82.1----371.22.1----325.52.1----244.62.1----69.12.1----------------------------------------------------2850.12.1-stsFuture Net Revenue Before Tax TotalNPV CapitalAnnualCum.@10.0% M$M$M$ M$ .5562.5-3138.8-3138.8-3054.5 .51183.5-13314.4-16453.2-12140.0 .21065.2-13747.4-30200.6-11395.1 .8946.8-11881.6-42082.2-8955.2 .5828.5-6013.5-48095.7-4128.6 .1710.1-7118.2-55213.9-4437.5 .2336.2-7938.0-63152.0-4488.6 .8119.8-8924.1-72076.1-4583.3 ---10558.0-82634.0-4954.8 ---6381.1-89015.1-2755.1 ---8686.9-97702.0-3433.3 ---8686.9-106388.9-3121.2 ---8382.4-114771.3-2740.4 ---4854.4-119625.7-1468.9 ---17129.6-136755.2-4712.2 ---46757.9-183513.1-9660.5 .65752.6-183513.1--86029.2 Reserves R.I.Net 0-53,007.6 3-238.3 3-131.6 0-9,204.5 .0%@ 20.0% 58.9-53,345.1
Prices and Costs as of June 30, 2020 erves Net Present Value Before Tax (M$) 19-0275 2020-06-25 1:51:22 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADReserves Supplied Proved CompanyReserve Area and PropertyInterest %ZonesClass Canada British Columbia Corporate Sasol PSMP Management OverheadW-50.000NRA PSMP Unutilized TransportW-50.000NRA Subtotal Subtotal Subtotal Corporate Sasol Cypress A Cypress A On Production 200/B-093-E/094-B-08/0W-50.000MONTPDP BASAL 202/B-093-E/094-B-08/0W-50.000MONT B1PDP 202/A-094-E/094-B-08/0W-50.000MONT A1PDP 200/A-015-F/094-B-08/0W-50.000MONT B1PDP 202/A-015-F/094-B-08/0W-50.000MONT G1PDP 203/A-015-F/094-B-08/0W-50.000MONT A1PDP 204/A-015-F/094-B-08/0W-50.000MONT A1PDP 200/C-039-F/094-B-08/0W-50.000MONTPDP BASAL 200/B-070-F/094-B-08/0W-50.000MONTPDP SXMTH 200/A-076-F/094-B-08/0W-50.000MONT A1PDP 202/A-076-F/094-B-08/0W-50.000MONT A1PDP 200/B-076-F/094-B-08/2W-50.000MONT B1PDP 202/B-076-F/094-B-08/0W-50.000MONT A1PDP 200/A-038-K/094-B-08/0W-50.000MONT F1PDP 202/A-038-K/094-B-08/0W-50.000MONT B1PDP 203/A-038-K/094-B-08/0W-50.000MONT F1PDP 204/A-038-K/094-B-08/0W-50.000MONT A1PDP Subtotal On Production Cypress A - ADRW-50.000NRA Cypress A - Maint CAPEXW-50.000NRA Subtotal Subtotal Cypress A Subtotal Cypress A Farrell Creek Farrell Creek East On Production 100/09-09-083-25W6/0W-50.000MONT F1PDP 100/16-09-083-25W6/0W-50.000MONT A1PDP 100/16-05-084-24W6/0W-50.000MONT F1PDP 100/13-06-084-24W6/0W-50.000MONT A1PDP 100/05-07-084-24W6/0W-50.000MONT A1PDP 100/06-07-084-24W6/0W-50.000MONT B1PDP 102/16-01-084-25W6/0W-50.000MONT A1PDP 100/06-02-084-25W6/0W-50.000MONT A1PDP 100/11-02-084-25W6/3W-50.000MONT G1PDP 102/11-02-084-25W6/0W-50.000MONTPDP BASAL 100/14-02-084-25W6/0W-50.000MONT B1PDP 100/15-02-084-25W6/0W-50.000MONT A1PDP 100/16-02-084-25W6/0W-50.000MONT A1PDP 102/16-02-084-25W6/0W-50.000MONT B1PDP 100/01-34-084-25W6/0W-50.000MONT D1PDP 102/14-34-084-25W6/0W-50.000MONT B1PDP 100/15-34-084-25W6/0W-50.000MONT A1PDP 100/16-34-084-25W6/0W-50.000MONT A1PDP 100/04-35-084-25W6/0W-50.000MONT H1PDP 102/04-35-084-25W6/0W-50.000MONT B1PDP Subtotal On Production Subtotal Farrell Creek East Farrell Creek Transition On Production 100/12-18-083-25W6/0W-50.000MONT A1PDP 103/12-18-083-25W6/0W-50.000MONT F1PDP 100/07-20-083-25W6/0W-50.000MONT A1PDP 100/14-20-083-25W6/2W-50.000MONT A1PDP 100/01-26-083-25W6/0W-50.000MONT A1PDP 102/01-26-083-25W6/0W-50.000MONT H1PDP 100/05-26-083-25W6/0W-50.000MONT A1PDP 102/05-26-083-25W6/0W-50.000MONTPDP BASAL 100/13-26-083-25W6/0W-50.000MONT B1PDP 102/13-26-083-25W6/0W-50.000MONT A1PDP Sasol Canada and Net Present Value by Developed Producing Re Total Company Company WI & RI Res OilGasCo MbblMMcfM ---- ---- ---223.7 -365.0 -175.0 -390.4 -513.0 -633.2 -664.7 -1141.7 -308.5 -768.8 -341.3 -500.9 -559.5 -716.0 -1426.0 -504.5 -697.6 -9929.9 ---- ---9929.9 -9929.9 -261.4 -326.1 -90.9 -57.3 -79.2 -260.3 -270.7 -208.1 -389.6 -143.5 -168.7 -300.8 -296.7 -79.1 -377.6 -1059.9 -1242.8 -1171.6 -118.2 -172.4 -7074.9 -7074.9 -355.8 -89.8 -37.6 -453.3 -221.5 -144.1 -166.2 -129.7 -441.4 -177.9 Table 2 Property serves nd.NGL bblMbbl@ 0.0%@ 5.0%@ 10.0%@ 15.0% ---45730.0-37433.0-31339.6-26759.5 ---68892.6-55998.1-47231.1-40992.2 ---114622.6-93431.1-78570.7-67751.7 ---114622.6-93431.1-78570.7-67751.7 ---114622.6-93431.1-78570.7-67751.7 0.0-67.460.855.450.9 0.0-104.594.586.479.6 0.0-58.854.450.747.6 0.0-131.2119.6109.9101.9 0.0-165.8151.2139.1129.0 0.0-192.5174.9160.4148.4 0.0-211.7192.3176.4163.2 0.1-443.7404.9373.0346.5 0.0-87.278.771.866.0 0.0-226.0203.2184.7169.4 0.0-100.891.183.276.7 0.0-145.2131.2119.7110.1 0.0-165.3149.8137.1126.5 0.0-222.5201.3184.0169.7 0.1-469.3421.8383.4351.8 0.0-154.4140.2128.6119.0 0.0-206.3186.4170.1156.6 0.5-3152.62856.32614.02412.9 ---17952.3-8707.9-4435.6-2365.1 ---833.7-741.6-668.0-608.1 ---18786.0-9449.5-5103.6-2973.2 0.5--15633.4-6593.2-2489.5-560.2 0.5--15633.4-6593.2-2489.5-560.2 1.82.1133.3121.3111.4103.1 2.22.6160.2145.5133.3123.2 0.60.765.961.257.353.9 0.40.525.023.622.421.4 0.50.642.039.036.534.4 1.82.1138.4126.2116.1107.7 1.82.2132.6121.0111.4103.3 1.41.7108.699.291.484.8 2.63.2199.5181.6166.7154.2 1.01.270.964.559.254.7 1.11.491.383.577.171.7 2.02.4152.3138.8127.6118.2 2.02.4152.7139.2127.9118.5 0.50.637.734.832.430.4 2.53.1197.8180.6166.3154.2 41.18.61824.21688.21575.11479.8 50.010.12199.92035.81899.51784.6 63.79.52479.02297.82146.92019.4 0.81.067.962.357.653.7 1.21.493.085.078.372.6 179.157.38372.17729.07194.46743.8 179.157.38372.17729.07194.46743.8 1.81.7130.7119.1109.6101.5 0.40.431.929.126.924.9 0.20.29.99.49.18.7 2.22.1172.8157.4144.7134.0 1.11.076.569.864.359.6 0.70.750.446.142.539.4 0.80.861.656.251.747.9 0.60.648.344.040.437.4 2.22.1168.3153.8141.7131.6 0.90.876.270.064.960.5
Prices and Costs as of June 30, 2020 erves Net Present Value Before Tax (M$) 19-0275 2020-06-25 1:51:22 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADReserves Supplied Proved CompanyReserve Area and PropertyInterest %ZonesClass 100/16-27-083-25W6/0W-50.000MONT C1PDP 102/16-27-083-25W6/0W-50.000MONT A1PDP 100/01-28-083-25W6/0W-50.000MONT D1PDP 102/01-28-083-25W6/0W-50.000MONT A1PDP 103/01-28-083-25W6/0W-50.000MONT H1PDP 100/02-28-083-25W6/2W-50.000MONT H1PDP 102/02-28-083-25W6/0W-50.000MONT A1PDP 102/02-29-083-25W6/0W-50.000MONT G1PDP 100/06-30-083-25W6/0W-50.000MONT A1PDP 100/11-30-083-25W6/0W-50.000MONT A1PDP 102/11-30-083-25W6/0W-50.000MONT G1PDP 100/12-31-083-25W6/0W-50.000MONT A1PDP 102/12-31-083-25W6/0W-50.000MONT F1PDP 100/13-31-083-25W6/0W-50.000MONT A1PDP 102/13-31-083-25W6/0W-50.000MONT F1PDP 100/14-31-083-25W6/2W-50.000MONT F1PDP 100/14-32-083-25W6/0W-50.000MONT A1PDP 102/14-32-083-25W6/0W-50.000MONT H1PDP 100/15-32-083-25W6/0W-50.000MONT G1PDP 100/16-32-083-25W6/0W-50.000MONT G1PDP 102/16-32-083-25W6/0W-50.000MONT A1PDP 100/13-33-083-25W6/0W-50.000MONT H1PDP 102/13-33-083-25W6/0W-50.000MONT B1PDP 103/13-33-083-25W6/0W-50.000MONT A1PDP 100/16-33-083-25W6/0W-50.000MONT H1PDP 102/16-33-083-25W6/0W-50.000MONT A1PDP 100/09-34-083-25W6/0W-50.000MONT A1PDP 102/09-34-083-25W6/2W-50.000MONT H1PDP 100/15-34-083-25W6/0W-50.000MONTPDP SXMTH 100/16-34-083-25W6/0W-50.000MONT G1PDP 102/16-34-083-25W6/0W-50.000MONT B1PDP 103/16-34-083-25W6/0W-50.000MONT A1PDP 100/13-35-083-25W6/0W-50.000MONT G1PDP 102/13-35-083-25W6/0W-50.000MONT B1PDP 100/09-13-083-26W6/0W-50.000MONT B1PDP Subtotal On Production Subtotal Farrell Creek Transition Farrell Creek West On Production 200/A-079-L/094-A-04/0W-50.000MONTPDP BASAL 202/A-079-L/094-A-04/0W-50.000MONT H1PDP 204/A-079-L/094-A-04/0W-50.000MONT G1PDP 206/A-079-L/094-A-04/0W-50.000MONT H1PDP 200/A-080-L/094-A-04/0W-50.000MONTPDP SXMTH 202/A-080-L/094-A-04/0W-50.000MONT B1PDP 203/A-080-L/094-A-04/0W-50.000MONT A1PDP 200/B-080-L/094-A-04/0W-50.000MONTPDP BASAL 202/B-080-L/094-A-04/0W-50.000MONT B1PDP 200/A-051-I/094-B-01/0W-50.000MONT B1PDP 200/B-051-I/094-B-01/0W-50.000MONT H1PDP 202/B-051-I/094-B-01/0W-50.000MONT A1PDP 200/D-051-I/094-B-01/0W-50.000MONT B1PDP 200/A-052-I/094-B-01/0W-50.000MONT D1PDP 202/A-052-I/094-B-01/0W-50.000MONTPDP SXMTH 203/A-052-I/094-B-01/0W-50.000MONT F1PDP 200/B-052-I/094-B-01/3W-50.000MONT H1PDP 202/B-052-I/094-B-01/0W-50.000MONT F1PDP 200/A-053-I/094-B-01/0W-50.000MONT F1PDP 202/A-053-I/094-B-01/0W-50.000MONT H1PDP 200/B-053-I/094-B-01/0W-50.000MONT H1PDP 203/B-053-I/094-B-01/0W-50.000MONT F1PDP 200/D-053-I/094-B-01/0W-50.000MONT H1PDP 200/A-054-I/094-B-01/0W-50.000MONT H1PDP 202/A-054-I/094-B-01/0W-50.000MONT F1PDP 200/C-063-I/094-B-01/0W-50.000MONT C1PDP 202/C-063-I/094-B-01/0W-50.000MONT B1PDP 200/A-064-I/094-B-01/0W-50.000MONT D1PDP 200/C-065-I/094-B-01/0W-50.000MONT A1PDP 200/D-065-I/094-B-01/0W-50.000MONT B1PDP 202/B-071-I/094-B-01/2W-50.000MONT F1PDP 203/B-071-I/094-B-01/0W-50.000MONT A1PDP 204/B-071-I/094-B-01/0W-50.000MONT G1PDP 205/B-071-I/094-B-01/0W-50.000MONT A1PDP 207/B-071-I/094-B-01/0W-50.000MONT H1PDP 200/A-072-I/094-B-01/0W-50.000MONT H1PDP 202/A-072-I/094-B-01/0W-50.000MONT B1PDP 200/A-073-I/094-B-01/0W-50.000MONT H1PDP 202/A-073-I/094-B-01/2W-50.000MONT A1PDP 200/B-073-I/094-B-01/0W-50.000MONTPDP SXMTH 202/B-073-I/094-B-01/0W-50.000MONT A1PDP 200/C-074-I/094-B-01/0W-50.000MONT B1PDP 202/A-075-I/094-B-01/0W-50.000MONTPDP SXMTH Sasol Canada and Net Present Value by Developed Producing Re Total Company Company WI & RI Res OilGasCo MbblMMcfM -828.2 -206.5 -281.4 -139.2 -218.3 -170.2 -230.2 -185.0 -37.5 -285.7 -259.1 -198.4 -225.0 -256.6 -248.7 -60.1 -177.3 -260.9 -179.2 -93.3 -314.2 -219.7 -224.7 -349.3 -198.7 -116.6 -115.9 -249.7 -227.6 -130.8 -200.0 -240.9 -227.0 -186.5 -391.4 -10150.6 -10150.6 -119.7 -287.5 -120.7 -405.3 -320.5 -498.6 -250.4 -160.2 -138.3 -486.5 -287.7 -218.2 -537.3 -224.7 -273.7 -536.2 -391.9 -259.5 -137.2 -485.7 -353.3 -536.5 -165.4 -161.3 -326.3 -341.0 -570.6 -582.4 -591.2 -539.2 -274.8 -85.6 -135.4 -536.3 -416.6 -416.6 -634.3 -274.9 -948.8 -373.9 -142.3 -389.4 -272.0 Table 2 Property serves nd.NGL bblMbbl@ 0.0%@ 5.0%@ 10.0%@ 15.0% 4.13.9346.1313.1286.2263.8 1.01.078.171.265.560.7 1.41.3103.494.386.780.3 0.70.754.049.245.342.0 1.11.081.674.468.463.3 0.80.863.057.452.848.9 1.11.182.775.369.264.0 0.90.966.961.156.252.1 0.20.214.714.113.613.1 1.41.4134.7124.5115.9108.6 1.31.295.186.679.673.8 1.00.975.568.763.158.4 1.11.184.176.870.765.6 1.31.2153.8139.7128.0118.3 1.21.293.385.178.272.4 0.30.321.720.519.418.4 0.90.863.858.253.549.5 1.31.296.187.680.674.7 0.90.866.460.555.751.6 0.50.433.430.628.326.3 1.51.5119.0108.599.892.5 1.11.083.475.969.764.5 1.11.182.575.770.065.2 1.71.7129.8118.5109.0101.1 1.00.973.066.661.256.7 0.60.641.737.934.932.3 0.60.542.638.835.733.1 1.21.289.481.675.169.7 1.11.185.778.272.066.7 0.60.649.645.341.738.7 1.00.974.868.463.058.6 1.21.191.183.176.570.9 1.11.186.579.172.967.6 0.90.971.865.660.456.1 1.91.9213.4194.2178.3165.0 49.948.03969.63621.53332.83090.3 49.948.03969.63621.53332.83090.3 0.10.230.828.426.524.8 0.30.482.575.669.764.8 0.10.249.445.442.039.2 0.40.6124.6113.3104.096.2 0.30.5105.795.486.979.9 0.50.7154.5140.6129.0119.3 0.30.472.666.561.457.1 0.20.245.041.438.335.7 0.10.249.945.742.239.3 0.50.7151.6138.1126.9117.5 0.30.484.877.471.266.1 0.20.357.653.249.646.4 0.50.8170.5154.9142.0131.3 0.20.365.860.155.451.4 0.30.480.373.868.363.7 0.50.8165.9151.4139.3129.2 0.40.6118.5108.299.692.4 0.30.487.880.073.668.1 0.10.254.851.047.845.1 0.50.7150.7137.1125.7116.3 0.40.5177.7162.1149.1138.3 0.50.8165.2150.3138.0127.6 0.20.247.143.239.937.2 0.20.246.142.339.136.4 0.30.596.988.481.375.4 0.30.5102.893.786.279.8 0.60.8195.0176.7161.5149.0 0.60.8187.4169.8155.3143.2 0.60.8204.3185.0169.2156.0 0.50.8172.3156.4143.2132.3 0.30.481.574.668.964.0 0.10.129.527.425.624.1 0.10.236.233.330.928.8 0.50.8165.0150.1137.8127.4 0.40.6136.3124.6114.9106.8 0.40.6136.3124.6114.9106.8 0.60.9220.1199.5182.6168.5 0.30.4113.3103.495.288.3 1.01.3344.1309.7281.6258.5 0.40.5125.8114.8105.798.1 0.10.246.642.939.737.1 0.40.5109.6100.092.185.4 0.30.487.079.573.368.0
Prices and Costs as of June 30, 2020 erves Net Present Value Before Tax (M$) 19-0275 2020-06-25 1:51:22 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADReserves Supplied Proved CompanyReserve Area and PropertyInterest %ZonesClass 200/B-075-I/094-B-01/0W-50.000MONT H1PDP 200/A-076-I/094-B-01/0W-50.000MONT B1PDP 200/B-076-I/094-B-01/0W-50.000MONT H1PDP 202/B-076-I/094-B-01/0W-50.000MONT A1PDP 200/B-077-I/094-B-01/0W-50.000MONT C1PDP 200/A-078-I/094-B-01/3W-50.000MONT A1PDP 203/A-078-I/094-B-01/0W-50.000MONT F1PDP 200/B-078-I/094-B-01/0W-50.000MONT A1PDP 200/C-085-I/094-B-01/0W-50.000MONTPDP 202/C-097-I/094-B-01/0W-50.000MONT A1PDP 200/C-001-A/094-B-08/0W-50.000MONT A1PDP 200/D-001-A/094-B-08/0W-50.000MONT C1PDP 200/C-002-A/094-B-08/0W-50.000MONT A1PDP 200/D-002-A/094-B-08/0W-50.000MONT B1PDP 200/C-003-A/094-B-08/0W-50.000MONT C1PDP 202/C-003-A/094-B-08/0W-50.000MONT H1PDP 200/D-003-A/094-B-08/0W-50.000MONT C1PDP 202/D-003-A/094-B-08/0W-50.000MONTPDP SXMTH 200/C-005-A/094-B-08/0W-50.000MONT H1PDP 200/B-006-A/094-B-08/0W-50.000MONT B1PDP 202/C-006-A/094-B-08/0W-50.000MONT A1PDP 203/C-006-A/094-B-08/0W-50.000MONT H1PDP 200/D-006-A/094-B-08/0W-50.000MONT A1PDP 202/D-006-A/094-B-08/0W-50.000MONT B1PDP 203/D-006-A/094-B-08/0W-50.000MONT H1PDP 200/A-007-A/094-B-08/0W-50.000MONT A1PDP 200/C-027-A/094-B-08/0W-50.000MONTPDP SXMTH 202/C-027-A/094-B-08/0W-50.000MONT D1PDP 203/C-027-A/094-B-08/0W-50.000MONT A1PDP Subtotal On Production Subtotal Farrell Creek West Farrell Creek - ADRW-50.000NRA FC Maintenance CAPEXW-50.000NRA Subtotal Subtotal Subtotal Farrell Creek Subtotal British Columbia Total Sasol Canada and Net Present Value by Developed Producing Re Total Company Company WI & RI Res OilGasCo MbblMMcfM -472.4 -312.1 -598.3 -657.1 -287.8 -455.0 -377.7 -44.1 -20.6 -275.0 -520.4 -262.6 -758.9 -398.9 -649.8 -810.9 -159.3 -440.6 -350.4 -164.5 -848.1 -206.5 -925.1 -451.2 -312.1 -490.5 -537.4 -927.0 -1858.3 -29780.5 -29780.5 ---- ---- -47006.0 -56936.0 -56936.0 Table 2 Property serves nd.NGL bblMbbl@ 0.0%@ 5.0%@ 10.0%@ 15.0% 0.50.7202.1186.1172.7161.4 0.30.491.583.577.071.4 0.60.8203.9184.5168.6155.4 0.70.9227.9206.4188.8174.2 0.30.482.875.869.965.0 0.50.6138.0125.6115.4106.8 0.40.5115.1104.796.289.0 0.00.114.614.113.513.1 0.00.02.82.72.72.6 0.30.480.273.467.762.9 0.50.7158.1144.2132.6122.9 0.30.477.270.865.460.8 0.81.1251.5228.0208.7192.6 0.40.6116.5106.498.090.9 0.70.9196.9179.3164.7152.4 0.81.1325.0296.9273.6254.2 0.20.241.038.235.933.8 0.40.6131.9120.3110.7102.7 0.40.5101.492.785.479.3 0.20.246.242.439.236.5 0.81.2339.4309.5284.8264.2 0.20.362.857.753.349.7 0.91.3306.4275.4250.1229.3 0.50.6160.4145.6133.3123.1 0.30.4109.9101.394.187.9 0.50.7161.5147.7136.1126.5 0.50.8194.6178.7165.5154.3 0.91.3377.6345.0318.1295.6 1.92.6696.0632.6580.5537.2 29.842.09942.79059.38328.77716.5 29.842.09942.79059.38328.77716.5 ---70622.7-36294.9-19844.9-11561.6 ---4918.9-4399.5-3980.0-3636.0 ---75541.5-40694.4-23824.9-15197.5 ---75541.5-40694.4-23824.9-15197.5 258.8147.3-53257.1-20284.6-4969.02353.0 259.3147.3-183513.1-120308.8-86029.2-65958.9 259.3147.3-183513.1-120308.8-86029.2-65958.9
ates Prices and Costs as of June 30, 2020 19-0275 2020-06-25 1:51:25 PM Prices: June SEC Eff. Date: June 30, 2020 Currency: CAD Su Supplied Crude Oil GrossComp Company Orig. Cum. Rem. Rem. InterestReserveRes. Prod. Res. Res. Area and Property % Zones Class Mbbl Mbbl Mbbl Mbbl Canada British Columbia Cypress A Cypress A On Production 200/B-093-E/094-B-08/0 W-50.0 MONT TP ---BASAL 202/B-093-E/094-B-08/0 W-50.0 MONT TP ---B1 202/A-094-E/094-B-08/0 W-50.0 MONT TP ---A1 200/A-015-F/094-B-08/0 W-50.0 MONT TP ---B1 202/A-015-F/094-B-08/0 W-50.0 MONT TP ---G1 203/A-015-F/094-B-08/0 W-50.0 MONT TP ---A1 204/A-015-F/094-B-08/0 W-50.0 MONT TP ---A1 200/C-039-F/094-B-08/0 W-50.0 MONT TP ---BASAL 200/B-070-F/094-B-08/0 W-50.0 MONT TP ---SXMTH 200/A-076-F/094-B-08/0 W-50.0 MONT TP ---A1 202/A-076-F/094-B-08/0 W-50.0 MONT TP ---A1 200/B-076-F/094-B-08/2 W-50.0 MONT TP ---B1 202/B-076-F/094-B-08/0 W-50.0 MONT TP ---A1 200/A-038-K/094-B-08/0 W-50.0 MONT TP ---F1 202/A-038-K/094-B-08/0 W-50.0 MONT TP ---B1 203/A-038-K/094-B-08/0 W-50.0 MONT TP ---F1 204/A-038-K/094-B-08/0 W-50.0 MONT TP ---A1 Subtotal On Production TP - - - Subtotal Cypress A TP - - - Subtotal Cypress A TP - - - Sasol Canada mmary of Reserve Estim Total Reserves Total Company any Share Orig. 2020 Raw Cum. Rate Res. Prod. bopd MMcf MMcf --1,495 1, --1,763 --1,492 1, --2,805 1, --3,523 2, --3,482 2, --3,856 2, --5,074 2, --2,794 2, --7,929 6, --2,495 1, --5,860 4, --3,934 2, --4,750 3, --7,051 4, --3,267 2, --3,609 2, --65,180 44, --65,180 44, --65,180 44, Reserve Estimates Natural GasCondensate GrossCompany Share GrossCompany Share Rem. Rem. Rem. Raw Surf. SalesSales2020 Orig. Cum. Rem. Rem. 2020 Res. LossRes. Res. Rate Res. Prod. Res. Res. Rate MMcf%MMcfMMcfMcf/d MbblMbblMbblMbblbopd 024 471 5.0 447 224 124 0 0 0 0 0 994 769 5.0 730 365 210 0 0 0 0 0 123 369 5.0 350 175 136 0 0 0 0 0 983 822 5.0 781 390 249 0 0 0 0 0 443 1,080 5.0 1,026 513 326 0 0 0 0 0 149 1,333 5.0 1,266 633 375 1 1 0 0 0 456 1,399 5.0 1,329 665 404 1 1 0 0 0 671 2,404 5.0 2,283 1,142 797 0 0 0 0 0 144 649 5.0 617 308 168 0 0 0 0 0 311 1,618 5.0 1,538 769 410 2 1 0 0 0 776 718 5.0 683 341 192 0 0 0 0 0 806 1,055 5.0 1,002 501 283 0 0 0 0 0 756 1,178 5.0 1,119 560 331 0 0 0 0 0 243 1,507 5.0 1,432 716 417 0 0 0 0 0 049 3,002 5.0 2,852 1,426 802 1 1 0 0 0 205 1,062 5.0 1,009 505 300 0 0 0 0 0 141 1,469 5.0 1,395 698 390 1 1 0 0 0 274 20,905 19,860 9,930 5,913 6 5 1 0 0 274 20,905 19,860 9,930 5,913 6 5 1 0 0 274 20,905 19,860 9,930 5,913 6 5 1 0 0
ates Prices and Costs as of June 30, 2020 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADSu Supplied Crude Oil GrossComp Company Orig. Cum. Rem. Rem. InterestReserveRes. Prod. Res. Res. Area and Property %ZonesClass MbblMbblMbblMbbl Farrell Creek Farrell Creek East On Production 100/09-09-083-25W6/0 W-50.0 MONT TP ---F1 100/16-09-083-25W6/0 W-50.0 MONT TP ---A1 100/16-05-084-24W6/0 W-50.0 MONT TP ---F1 100/13-06-084-24W6/0 W-50.0 MONT TP ---A1 100/05-07-084-24W6/0 W-50.0 MONT TP ---A1 100/06-07-084-24W6/0 W-50.0 MONT TP ---B1 102/16-01-084-25W6/0 W-50.0 MONT TP ---A1 100/06-02-084-25W6/0 W-50.0 MONT TP ---A1 100/11-02-084-25W6/3W-50.0 MONT TP ---G1 102/11-02-084-25W6/0W-50.0 MONT TP ---BASAL 100/14-02-084-25W6/0 W-50.0 MONT TP ---B1 100/15-02-084-25W6/0 W-50.0 MONT TP ---A1 100/16-02-084-25W6/0 W-50.0 MONT TP ---A1 102/16-02-084-25W6/0 W-50.0 MONT TP ---B1 100/01-34-084-25W6/0 W-50.0 MONT TP ---D1 102/14-34-084-25W6/0 W-50.0 MONT TP ---B1 100/15-34-084-25W6/0 W-50.0 MONT TP ---A1 100/16-34-084-25W6/0 W-50.0 MONT TP ---A1 100/04-35-084-25W6/0 W-50.0 MONT TP ---H1 102/04-35-084-25W6/0 W-50.0 MONT TP ---B1 Subtotal On ProductionTP---Subtotal Farrell Creek EastTP---Sasol Canada mmary of Reserve Estim Total Reserves Total Company any Share Orig. 2020 Raw Cum. Rate Res. Prod. bopd MMcf MMcf --2,704 2, --2,387 1, --922 --358 --326 --1,369 --1,658 1, --1,985 1, --3,930 3, --1,495 1, --1,152 --2,362 1, --2,114 1, --724 --2,150 1, --3,735 1, --4,040 1, --3,911 1, --923 --1,532 1, --39,779 24, --39,779 24, Reserve Estimates Natural GasCondensate GrossCompany Share GrossCompany Share Rem. Rem. Rem. Raw Surf. SalesSales2020 Orig. Cum. Rem. Rem. 2020 Res. LossRes. Res. Rate Res. Prod. Res. Res. Rate MMcf%MMcfMMcfMcf/d MbblMbblMbblMbblbopd 144 559 6.5 523 261 152 4 0 4 2 1 690 698 6.5 652 326 184 5 0 4 2 1 728 194 6.5 182 91 76 1 0 1 1 1 236 122 6.5 115 57 51 1 0 1 0 0 157 170 6.5 158 79 60 1 0 1 1 0 812 557 6.5 521 260 158 4 1 4 2 1 079 579 6.5 541 271 162 4 0 4 2 1 540 445 6.5 416 208 127 3 1 3 1 1 097 833 6.5 779 390 226 9 3 5 3 2 188 307 6.5 287 144 82 2 0 2 1 1 791 361 6.5 337 169 107 3 0 2 1 1 719 644 6.5 602 301 177 4 0 4 2 1 479 635 6.5 593 297 176 5 1 4 2 1 555 169 6.5 158 79 54 1 0 1 1 0 342 808 6.5 755 378 229 6 1 5 3 2 468 2,267 6.5 2,120 1,060 960 99 17 82 41 44 382 2,658 6.5 2,486 1,243 1,155 120 20 100 50 53 404 2,506 6.5 2,343 1,172 1,100 154 26 127 64 69 671 253 6.5 236 118 77 3 1 2 1 1 163 369 6.5 345 172 104 4 2 2 1 1 645 15,134 14,150 7,075 5,419 433 75 358 179 182 645 15,134 14,150 7,075 5,419 433 75 358 179 182
ates Prices and Costs as of June 30, 2020 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADSu Supplied Crude Oil GrossComp Company Orig. Cum. Rem. Rem. InterestReserveRes. Prod. Res. Res. Area and Property %ZonesClass MbblMbblMbblMbbl Farrell Creek Transition On Production 100/12-18-083-25W6/0 W-50.0 MONT TP ---A1 103/12-18-083-25W6/0 W-50.0 MONT TP ---F1 100/07-20-083-25W6/0 W-50.0 MONT TP ---A1 100/14-20-083-25W6/2 W-50.0 MONT TP ---A1 100/01-26-083-25W6/0 W-50.0 MONT TP ---A1 102/01-26-083-25W6/0 W-50.0 MONT TP ---H1 100/05-26-083-25W6/0 W-50.0 MONT TP ---A1 102/05-26-083-25W6/0 W-50.0 MONT TP ---BASAL 100/13-26-083-25W6/0 W-50.0 MONT TP ---B1 102/13-26-083-25W6/0 W-50.0 MONT TP ---A1 100/16-27-083-25W6/0 W-50.0 MONT TP ---C1 102/16-27-083-25W6/0 W-50.0 MONT TP ---A1 100/01-28-083-25W6/0 W-50.0 MONT TP ---D1 102/01-28-083-25W6/0 W-50.0 MONT TP ---A1 103/01-28-083-25W6/0 W-50.0 MONT TP ---H1 100/02-28-083-25W6/2 W-50.0 MONT TP ---H1 102/02-28-083-25W6/0 W-50.0 MONT TP ---A1 102/02-29-083-25W6/0 W-50.0 MONT TP ---G1 100/06-30-083-25W6/0 W-50.0 MONT TP ---A1 100/11-30-083-25W6/0W-50.0 MONT TP ---A1 102/11-30-083-25W6/0W-50.0 MONT TP ---G1 100/12-31-083-25W6/0 W-50.0 MONT TP ---A1 102/12-31-083-25W6/0 W-50.0 MONT TP ---F1 Sasol Canada mmary of Reserve Estim Total Reserves Total Company any Share Orig. 2020 Raw Cum. Rate Res. Prod. bopd MMcf MMcf --3,555 2, --1,228 1, --856 --3,717 2, --1,636 1, --1,305 --1,604 1, --1,328 1, --3,894 2, --1,267 --6,024 4, --1,671 1, --2,766 2, --2,044 1, --2,334 1, --1,841 1, --2,191 1, --2,226 1, --2,046 1, --3,874 3, --2,842 2, --2,582 2, --2,491 2, Reserve Estimates Natural GasCondensate GrossCompany Share GrossCompany Share Rem. Rem. Rem. Raw Surf. SalesSales2020 Orig. Cum. Rem. Rem. 2020 Res. LossRes. Res. Rate Res. Prod. Res. Res. Rate MMcf%MMcfMMcfMcf/d MbblMbblMbblMbblbopd 794 761 6.5 712 356 210 4 0 4 2 1 036 192 6.5 180 90 54 1 0 1 0 0 776 80 6.5 75 38 43 0 0 0 0 0 747 970 6.5 907 453 269 5 0 4 2 1 162 474 6.5 443 221 131 2 0 2 1 1 997 308 6.5 288 144 86 2 0 1 1 0 249 355 6.5 332 166 99 2 0 2 1 0 050 277 6.5 259 130 77 1 0 1 1 0 950 944 6.5 883 441 272 5 0 4 2 1 887 380 6.5 356 178 119 2 0 2 1 1 253 1,771 6.5 1,656 828 467 15 7 8 4 2 229 442 6.5 413 206 124 6 4 2 1 1 164 602 6.5 563 281 166 5 2 3 1 1 746 298 6.5 278 139 85 3 2 1 1 0 867 467 6.5 437 218 129 3 1 2 1 1 477 364 6.5 340 170 101 2 0 2 1 0 699 492 6.5 460 230 134 2 0 2 1 1 831 396 6.5 370 185 109 2 0 2 1 1 966 80 6.5 75 37 51 0 0 0 0 0 263 611 6.5 571 286 210 3 0 3 1 1 288 554 6.5 518 259 151 3 0 3 1 1 158 424 6.5 397 198 116 3 1 2 1 1 010 481 6.5 450 225 137 2 0 2 1 1
ates Prices and Costs as of June 30, 2020 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADSu Supplied Crude Oil GrossComp Company Orig. Cum. Rem. Rem. InterestReserveRes. Prod. Res. Res. Area and Property %ZonesClass MbblMbblMbblMbbl 100/13-31-083-25W6/0 W-50.0 MONT TP ---A1 102/13-31-083-25W6/0 W-50.0 MONT TP ---F1 100/14-31-083-25W6/2 W-50.0 MONT TP ---F1 100/14-32-083-25W6/0 W-50.0 MONT TP ---A1 102/14-32-083-25W6/0 W-50.0 MONT TP ---H1 100/15-32-083-25W6/0 W-50.0 MONT TP ---G1 100/16-32-083-25W6/0 W-50.0 MONT TP ---G1 102/16-32-083-25W6/0 W-50.0 MONT TP ---A1 100/13-33-083-25W6/0 W-50.0 MONT TP ---H1 102/13-33-083-25W6/0 W-50.0 MONT TP ---B1 103/13-33-083-25W6/0 W-50.0 MONT TP ---A1 100/16-33-083-25W6/0 W-50.0 MONT TP ---H1 102/16-33-083-25W6/0 W-50.0 MONT TP ---A1 100/09-34-083-25W6/0 W-50.0 MONT TP ---A1 102/09-34-083-25W6/2 W-50.0 MONT TP ---H1 100/15-34-083-25W6/0 W-50.0 MONT TP ---SXMTH 100/16-34-083-25W6/0 W-50.0 MONT TP ---G1 102/16-34-083-25W6/0 W-50.0 MONT TP ---B1 103/16-34-083-25W6/0 W-50.0 MONT TP ---A1 100/13-35-083-25W6/0 W-50.0 MONT TP ---G1 102/13-35-083-25W6/0 W-50.0 MONT TP ---B1 100/09-13-083-26W6/0 W-50.0 MONT TP ---B1 Subtotal On ProductionTP---Subtotal Farrell Creek TransitionTP---Sasol Canada mmary of Reserve Estim Total Reserves Total Company any Share Orig. 2020 Raw Cum. Rate Res. Prod. bopd MMcf MMcf --4,294 3, --2,731 2, --952 --1,689 1, --2,740 2, --1,794 1, --1,005 --2,494 1, --2,262 1, --2,723 2, --2,720 1, --1,721 1, --963 --1,366 1, --2,124 1, --1,723 1, --1,271 --1,637 1, --1,937 1, --1,859 1, --1,431 1, --2,944 2, --99,700 77, --99,700 77, Reserve Estimates Natural GasCondensate GrossCompany Share GrossCompany Share Rem. Rem. Rem. Raw Surf. SalesSales2020 Orig. Cum. Rem. Rem. 2020 Res. LossRes. Res. Rate Res. Prod. Res. Res. Rate MMcf%MMcfMMcfMcf/d MbblMbblMbblMbblbopd 746 549 6.5 513 257 170 4 2 3 1 1 199 532 6.5 497 249 147 3 0 2 1 1 823 128 6.5 120 60 55 1 0 1 0 0 310 379 6.5 355 177 105 2 0 2 1 1 181 558 6.5 522 261 156 3 0 3 1 1 411 383 6.5 358 179 105 2 0 2 1 1 805 200 6.5 187 93 60 1 0 1 0 0 822 672 6.5 628 314 188 4 0 3 2 1 792 470 6.5 439 220 129 2 0 2 1 1 242 481 6.5 449 225 147 2 0 2 1 1 973 747 6.5 699 349 210 4 0 3 2 1 296 425 6.5 397 199 118 2 0 2 1 1 714 249 6.5 233 117 68 1 0 1 1 0 118 248 6.5 232 116 69 1 0 1 1 0 589 534 6.5 499 250 148 3 0 2 1 1 236 487 6.5 455 228 136 2 0 2 1 1 992 280 6.5 262 131 80 1 0 1 1 0 209 428 6.5 400 200 123 2 0 2 1 1 422 515 6.5 482 241 145 3 0 2 1 1 373 485 6.5 454 227 140 2 0 2 1 1 032 399 6.5 373 186 114 2 1 2 1 1 107 837 6.5 783 391 254 4 0 4 2 1 988 21,712 20,301 10,151 6,206 126 26 100 50 31 988 21,712 20,301 10,151 6,206 126 26 100 50 31
ates Prices and Costs as of June 30, 2020 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADSu Supplied Crude Oil GrossComp Company Orig. Cum. Rem. Rem. InterestReserveRes. Prod. Res. Res. Area and Property %ZonesClass MbblMbblMbblMbbl Farrell Creek West On Production 200/A-079-L/094-A-04/0 W-50.0 MONT TP ---BASAL 202/A-079-L/094-A-04/0 W-50.0 MONT TP ---H1 204/A-079-L/094-A-04/0 W-50.0 MONT TP ---G1 206/A-079-L/094-A-04/0 W-50.0 MONT TP ---H1 200/A-080-L/094-A-04/0 W-50.0 MONT TP ---SXMTH 202/A-080-L/094-A-04/0 W-50.0 MONT TP ---B1 203/A-080-L/094-A-04/0 W-50.0 MONT TP ---A1 200/B-080-L/094-A-04/0 W-50.0 MONT TP ---BASAL 202/B-080-L/094-A-04/0 W-50.0 MONT TP ---B1 200/A-051-I/094-B-01/0W-50.0 MONT TP ---B1 200/B-051-I/094-B-01/0W-50.0 MONT TP ---H1 202/B-051-I/094-B-01/0W-50.0 MONT TP ---A1 200/D-051-I/094-B-01/0W-50.0 MONT TP ---B1 200/A-052-I/094-B-01/0W-50.0 MONT TP ---D1 202/A-052-I/094-B-01/0W-50.0 MONT TP ---SXMTH 203/A-052-I/094-B-01/0W-50.0 MONT TP ---F1 200/B-052-I/094-B-01/3W-50.0 MONT TP ---H1 202/B-052-I/094-B-01/0W-50.0 MONT TP ---F1 200/A-053-I/094-B-01/0W-50.0 MONT TP ---F1 202/A-053-I/094-B-01/0W-50.0 MONT TP ---H1 200/B-053-I/094-B-01/0W-50.0 MONT TP ---H1 203/B-053-I/094-B-01/0W-50.0 MONT TP ---F1 200/D-053-I/094-B-01/0W-50.0 MONT TP ---H1 Sasol Canada mmary of Reserve Estim Total Reserves Total Company any Share Orig. 2020 Raw Cum. Rate Res. Prod. bopd MMcf MMcf --1,539 1, --2,662 2, --1,862 1, --3,737 2, --3,050 2, --4,021 2, --2,729 2, --2,340 1, --1,041 --4,106 3, --3,471 2, --1,989 1, --3,703 2, --1,929 1, --2,992 2, --4,642 3, --3,890 3, --2,269 1, --2,791 2, --4,095 3, --3,624 2, --4,011 2, --2,262 1, Reserve Estimates Natural GasCondensate GrossCompany Share GrossCompany Share Rem. Rem. Rem. Raw Surf. SalesSales2020 Orig. Cum. Rem. Rem. 2020 Res. LossRes. Res. Rate Res. Prod. Res. Res. Rate MMcf%MMcfMMcfMcf/d MbblMbblMbblMbblbopd 283 256 6.5 239 120 81 0 0 0 0 0 047 615 6.5 575 288 175 1 0 1 0 0 604 258 6.5 241 121 86 0 0 0 0 0 870 867 6.5 811 405 235 1 0 1 0 0 365 686 6.5 641 321 172 1 0 1 0 0 955 1,066 6.5 997 499 291 1 0 1 0 0 193 536 6.5 501 250 155 1 0 1 0 0 997 343 6.5 320 160 103 0 0 0 0 0 745 296 6.5 277 138 90 0 0 0 0 0 065 1,041 6.5 973 487 289 1 0 1 0 0 856 615 6.5 575 288 170 1 0 1 0 0 522 467 6.5 436 218 147 0 0 0 0 0 553 1,149 6.5 1,075 537 310 1 0 1 1 0 449 481 6.5 449 225 134 1 0 0 0 0 407 585 6.5 547 274 179 1 0 1 0 0 495 1,147 6.5 1,072 536 325 1 0 1 1 0 051 838 6.5 784 392 236 1 0 1 0 0 714 555 6.5 519 259 156 1 0 1 0 0 497 293 6.5 274 137 114 0 0 0 0 0 056 1,039 6.5 971 486 282 1 0 1 0 0 869 756 6.5 707 353 245 1 0 1 0 0 863 1,148 6.5 1,073 537 311 1 0 1 1 0 908 354 6.5 331 165 105 0 0 0 0 0
ates Prices and Costs as of June 30, 2020 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADSu Supplied Crude Oil GrossComp Company Orig. Cum. Rem. Rem. InterestReserveRes. Prod. Res. Res. Area and Property %ZonesClass MbblMbblMbblMbbl 200/A-054-I/094-B-01/0W-50.0 MONT TP ---H1 202/A-054-I/094-B-01/0W-50.0 MONT TP ---F1 200/C-063-I/094-B-01/0W-50.0 MONT TP ---C1 202/C-063-I/094-B-01/0W-50.0 MONT TP ---B1 200/A-064-I/094-B-01/0W-50.0 MONT TP ---D1 200/C-065-I/094-B-01/0W-50.0 MONT TP ---A1 200/D-065-I/094-B-01/0W-50.0 MONT TP ---B1 202/B-071-I/094-B-01/2W-50.0 MONT TP ---F1 203/B-071-I/094-B-01/0W-50.0 MONT TP ---A1 204/B-071-I/094-B-01/0W-50.0 MONT TP ---G1 205/B-071-I/094-B-01/0W-50.0 MONT TP ---A1 207/B-071-I/094-B-01/0W-50.0 MONT TP ---H1 200/A-072-I/094-B-01/0W-50.0 MONT TP ---H1 202/A-072-I/094-B-01/0W-50.0 MONT TP ---B1 200/A-073-I/094-B-01/0W-50.0 MONT TP ---H1 202/A-073-I/094-B-01/2W-50.0 MONT TP ---A1 200/B-073-I/094-B-01/0W-50.0 MONT TP ---SXMTH 202/B-073-I/094-B-01/0W-50.0 MONT TP ---A1 200/C-074-I/094-B-01/0W-50.0 MONT TP ---B1 202/A-075-I/094-B-01/0W-50.0 MONT TP ---SXMTH 200/B-075-I/094-B-01/0W-50.0 MONT TP ---H1 200/A-076-I/094-B-01/0W-50.0 MONT TP ---B1 200/B-076-I/094-B-01/0W-50.0 MONT TP ---H1 202/B-076-I/094-B-01/0W-50.0 MONT TP ---A1 200/B-077-I/094-B-01/0W-50.0 MONT TP ---C1 Sasol Canada mmary of Reserve Estim Total Reserves Total Company any Share Orig. 2020 Raw Cum. Rate Res. Prod. bopd MMcf MMcf --2,256 1, --2,896 2, --4,020 3, --6,046 4, --5,886 4, --6,457 5, --5,798 4, --2,945 2, --2,252 2, --2,428 2, --5,078 3, --3,335 2, --3,315 2, --4,024 2, --4,768 4, --8,783 6, --5,355 4, --1,735 1, --3,141 2, --3,288 2, --2,534 1, --1,884 1, --2,654 1, --3,614 2, --2,433 1, Reserve Estimates Natural GasCondensate GrossCompany Share GrossCompany Share Rem. Rem. Rem. Raw Surf. SalesSales2020 Orig. Cum. Rem. Rem. 2020 Res. LossRes. Res. Rate Res. Prod. Res. Res. Rate MMcf%MMcfMMcfMcf/d MbblMbblMbblMbblbopd 911 345 6.5 323 161 102 0 0 0 0 0 198 698 6.5 653 326 193 1 0 1 0 0 291 729 6.5 682 341 202 1 0 1 0 0 825 1,221 6.5 1,141 571 327 2 1 1 1 0 641 1,246 6.5 1,165 582 329 1 0 1 1 0 193 1,264 6.5 1,182 591 344 2 1 1 1 0 645 1,153 6.5 1,078 539 310 1 0 1 1 0 358 588 6.5 550 275 175 1 0 1 0 0 069 183 6.5 171 86 66 1 0 0 0 0 139 290 6.5 271 135 86 0 0 0 0 0 931 1,147 6.5 1,073 536 311 1 0 1 1 0 444 891 6.5 833 417 260 1 0 1 0 0 424 891 6.5 833 417 260 1 0 1 0 0 667 1,357 6.5 1,269 634 369 1 0 1 1 0 180 588 6.5 550 275 179 1 1 1 0 0 753 2,030 6.5 1,898 949 522 3 1 2 1 1 555 800 6.5 748 374 230 1 0 1 0 0 430 304 6.5 285 142 95 0 0 0 0 0 308 833 6.5 779 389 231 1 0 1 0 0 706 582 6.5 544 272 165 1 0 1 0 0 524 1,011 6.5 945 472 351 1 0 1 0 0 217 668 6.5 624 312 186 1 0 1 0 0 374 1,280 6.5 1,197 598 346 1 0 1 1 0 209 1,405 6.5 1,314 657 376 1 0 1 1 0 817 616 6.5 576 288 175 1 0 1 0 0
ates Prices and Costs as of June 30, 2020 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADSu Supplied Crude Oil GrossComp Company Orig. Cum. Rem. Rem. InterestReserveRes. Prod. Res. Res. Area and Property %ZonesClass MbblMbblMbblMbbl 200/A-078-I/094-B-01/3W-50.0 MONT TP ---A1 203/A-078-I/094-B-01/0W-50.0 MONT TP ---F1 200/B-078-I/094-B-01/0W-50.0 MONT TP ---A1 200/C-085-I/094-B-01/0W-50.0 MONT TP ---202/C-097-I/094-B-01/0W-50.0 MONT TP ---A1 200/C-001-A/094-B-08/0 W-50.0 MONT TP ---A1 200/D-001-A/094-B-08/0 W-50.0 MONT TP ---C1 200/C-002-A/094-B-08/0 W-50.0 MONT TP ---A1 200/D-002-A/094-B-08/0 W-50.0 MONT TP ---B1 200/C-003-A/094-B-08/0 W-50.0 MONT TP ---C1 202/C-003-A/094-B-08/0 W-50.0 MONT TP ---H1 200/D-003-A/094-B-08/0 W-50.0 MONT TP ---C1 202/D-003-A/094-B-08/0 W-50.0 MONT TP ---SXMTH 200/C-005-A/094-B-08/0 W-50.0 MONT TP ---H1 200/B-006-A/094-B-08/0 W-50.0 MONT TP ---B1 202/C-006-A/094-B-08/0 W-50.0 MONT TP ---A1 203/C-006-A/094-B-08/0 W-50.0 MONT TP ---H1 200/D-006-A/094-B-08/0 W-50.0 MONT TP ---A1 202/D-006-A/094-B-08/0 W-50.0 MONT TP ---B1 203/D-006-A/094-B-08/0 W-50.0 MONT TP ---H1 200/A-007-A/094-B-08/0 W-50.0 MONT TP ---A1 200/C-027-A/094-B-08/0 W-50.0 MONT TP ---SXMTH 202/C-027-A/094-B-08/0 W-50.0 MONT TP ---D1 203/C-027-A/094-B-08/0 W-50.0 MONT TP ---A1 Subtotal On ProductionTP---Subtotal Farrell Creek WestTP---Sasol Canada mmary of Reserve Estim Total Reserves Total Company any Share Orig. 2020 Raw Cum. Rate Res. Prod. bopd MMcf MMcf --2,985 2, --2,926 2, --964 --929 --2,557 1, --3,623 2, --1,943 1, --5,516 3, --2,892 2, --5,309 3, --6,675 4, --2,318 1, --4,515 3, --4,289 3, --1,576 1, --7,007 5, --2,407 1, --8,079 6, --4,791 3, --3,315 2, --3,549 2, --3,293 2, --5,795 3, --8,848 4, --261,782 198, --261,782 198, Reserve Estimates Natural GasCondensate GrossCompany Share GrossCompany Share Rem. Rem. Rem. Raw Surf. SalesSales2020 Orig. Cum. Rem. Rem. 2020 Res. LossRes. Res. Rate Res. Prod. Res. Res. Rate MMcf%MMcfMMcfMcf/d MbblMbblMbblMbblbopd 012 973 6.5 910 455 265 1 0 1 0 0 118 808 6.5 755 378 219 1 0 1 0 0 869 94 6.5 88 44 61 0 0 0 0 0 885 44 6.5 41 21 39 0 0 0 0 0 968 588 6.5 550 275 169 1 0 1 0 0 510 1,113 6.5 1,041 520 308 1 0 1 1 0 382 562 6.5 525 263 161 1 0 1 0 0 892 1,623 6.5 1,518 759 440 2 0 2 1 0 039 853 6.5 798 399 236 1 0 1 0 0 919 1,390 6.5 1,300 650 377 2 1 1 1 0 940 1,735 6.5 1,622 811 545 2 0 2 1 1 977 341 6.5 319 159 120 1 0 0 0 0 573 943 6.5 881 441 262 1 0 1 0 0 540 749 6.5 701 350 208 1 0 1 0 0 224 352 6.5 329 165 105 0 0 0 0 0 193 1,814 6.5 1,696 848 548 3 1 2 1 1 966 442 6.5 413 207 136 0 0 0 0 0 100 1,979 6.5 1,850 925 485 3 1 2 1 0 826 965 6.5 902 451 265 2 1 1 0 0 647 668 6.5 624 312 215 1 0 1 0 0 500 1,049 6.5 981 490 302 1 0 1 0 0 144 1,149 6.5 1,075 537 362 1 0 1 1 0 812 1,983 6.5 1,854 927 622 2 0 2 1 1 873 3,975 6.5 3,717 1,858 1,133 4 0 4 2 1 080 63,702 59,561 29,780 18,164 75 15 60 30 18 080 63,702 59,561 29,780 18,164 75 15 60 30 18
ates Prices and Costs as of June 30, 2020 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADSu Supplied Crude Oil GrossComp Company Orig. Cum. Rem. Rem. InterestReserveRes. Prod. Res. Res. Area and Property %ZonesClass MbblMbblMbblMbbl Subtotal Farrell Creek TP---Total TP---Sasol Canada mmary of Reserve Estim Total Reserves Total Company any Share Orig. 2020 Raw Cum. Rate Res. Prod. bopd MMcf MMcf --401,261 300, --466,441 344, Reserve Estimates Natural GasCondensate GrossCompany Share GrossCompany Share Rem. Rem. Rem. Raw Surf. SalesSales2020 Orig. Cum. Rem. Rem. 2020 Res. LossRes. Res. Rate Res. Prod. Res. Res. Rate MMcf%MMcfMMcfMcf/d MbblMbblMbblMbblbopd 714 100,548 94,012 47,006 29,789 634 116 518 259 230 988 121,453 113,872 56,936 35,702 640 121 519 259 231
Prices and Costs as of June 30, 2020 hip Burde own 1.000 1.000 1.000 1.000 own own Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own own own own own own own own own own own own own own own own 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADLi Supplied Interest ZoneProductOwners Canada British Columbia Corporate Sasol PSMP Management OverheadWI PSMP Unutilized TransportWI Cypress A Cypress A Not On Production 200/A-094-E/094-B-08/0MONT G1WI 200/D-049-F/094-B-08/0MONTWI 200/C-065-F/094-B-08/0MONTWI 200/C-060-G/094-B-08/0MONTWI 200/C-046-K/094-B-08/0MONT A1WI 202/C-046-K/094-B-08/0MONT D1WI 200/D-047-K/094-B-08/0MONT F1WI 200/C-067-K/094-B-08/0MONTWI 200/C-006-L/094-B-08/0MONTWI 200/C-023-L/094-B-08/0MONT SXMTHWI 202/C-023-L/094-B-08/0MONT B1WI 203/C-023-L/094-B-08/0MONT G1WI 200/D-023-L/094-B-08/0MONT B1WI 200/C-044-L/094-B-08/0MONT F1WI On Production 200/B-093-E/094-B-08/0MONT BASALWI 202/B-093-E/094-B-08/0MONT B1WI 202/A-094-E/094-B-08/0MONT A1WI 200/A-015-F/094-B-08/0MONT B1WI 202/A-015-F/094-B-08/0MONT G1WI 203/A-015-F/094-B-08/0MONT A1WI 204/A-015-F/094-B-08/0MONT A1WI 200/C-039-F/094-B-08/0MONT BASALWI 200/B-070-F/094-B-08/0MONT SXMTHWI 200/A-076-F/094-B-08/0MONT A1WI 202/A-076-F/094-B-08/0MONT A1WI 200/B-076-F/094-B-08/2MONT B1WI 202/B-076-F/094-B-08/0MONT A1WI 200/A-038-K/094-B-08/0MONT F1WI 202/A-038-K/094-B-08/0MONT B1WI 203/A-038-K/094-B-08/0MONT F1WI 204/A-038-K/094-B-08/0MONT A1WI Cypress A - ADRWI Cypress A - Maint CAPEXWI Sasol Canada st of Interests and Burde Total Company 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr Interest ns Crown Incentives/TractPooling nsFreehold Mineral TaxFactorFactorPayout
Prices and Costs as of June 30, 2020 hip Burde own 1.000 1.000 own 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own own own own Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own own Deep Gas Well - Tier 2 own own Deep Gas Well - Tier 2 own own own Deep Gas Well - Tier 2 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADLi Supplied Interest ZoneProductOwners Cypress A - OPEX Adjust(DEL)WI Farrell Creek Farrell Creek East Not On Production 100/04-33-083-24W6/0MONTWI 100/16-36-083-25W6/0MONTWI 100/16-01-084-25W6/0MONT A1WI 100/07-27-084-25W6/0MONT B1WI 100/14-34-084-25W6/0MONTWI 102/06-10-085-25W6/0MONTWI On Production 100/09-09-083-25W6/0MONT F1WI 100/16-09-083-25W6/0MONT A1WI 100/16-05-084-24W6/0MONT F1WI 100/13-06-084-24W6/0MONT A1WI 100/05-07-084-24W6/0MONT A1WI 100/06-07-084-24W6/0MONT B1WI 102/16-01-084-25W6/0MONT A1WI 100/06-02-084-25W6/0MONT A1WI 100/11-02-084-25W6/3MONT G1WI 102/11-02-084-25W6/0MONT BASALWI 100/14-02-084-25W6/0MONT B1WI 100/15-02-084-25W6/0MONT A1WI 100/16-02-084-25W6/0MONT A1WI 102/16-02-084-25W6/0MONT B1WI 100/01-34-084-25W6/0MONT D1WI 102/14-34-084-25W6/0MONT B1WI 100/15-34-084-25W6/0MONT A1WI 100/16-34-084-25W6/0MONT A1WI 100/04-35-084-25W6/0MONT H1WI 102/04-35-084-25W6/0MONT B1WI Farrell Creek Transition Not On Production 100/12-17-083-25W6/3MONT B1WI 102/12-17-083-25W6/0MONT G1WI 100/16-17-083-25W6/0MONTWI 100/11-18-083-25W6/3MONT G1WI 102/12-18-083-25W6/0MONT B1WI 100/01-23-083-25W6/0MONT G1WI 100/02-23-083-25W6/0MONT A1WI 100/03-23-083-25W6/0MONT G1WI 104/01-28-083-25W6/0MONT F1WI 100/02-29-083-25W6/0MONT A1WI Sasol Canada st of Interests and Burde Total Company 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr Interest ns Crown Incentives/TractPooling nsFreehold Mineral TaxFactorFactorPayout
Prices and Costs as of June 30, 2020 hip Burde own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own Deep Gas Well - Tier 2 own own own Deep Gas Well - Tier 2 own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADLi Supplied Interest ZoneProductOwners 100/10-30-083-25W6/0MONT G1WI 100/08-13-083-26W6/0MONT A1WI 100/07-25-083-26W6/0MONT F1WI 200/A-078-L/094-A-04/0MONT A1WI On Production 100/12-18-083-25W6/0MONT A1WI 103/12-18-083-25W6/0MONT F1WI 100/07-20-083-25W6/0MONT A1WI 100/14-20-083-25W6/2MONT A1WI 100/01-26-083-25W6/0MONT A1WI 102/01-26-083-25W6/0MONT H1WI 100/05-26-083-25W6/0MONT A1WI 102/05-26-083-25W6/0MONT BASALWI 100/13-26-083-25W6/0MONT B1WI 102/13-26-083-25W6/0MONT A1WI 100/16-27-083-25W6/0MONT C1WI 102/16-27-083-25W6/0MONT A1WI 100/01-28-083-25W6/0MONT D1WI 102/01-28-083-25W6/0MONT A1WI 103/01-28-083-25W6/0MONT H1WI 100/02-28-083-25W6/2MONT H1WI 102/02-28-083-25W6/0MONT A1WI 102/02-29-083-25W6/0MONT G1WI 100/06-30-083-25W6/0MONT A1WI 100/11-30-083-25W6/0MONT A1WI 102/11-30-083-25W6/0MONT G1WI 100/12-31-083-25W6/0MONT A1WI 102/12-31-083-25W6/0MONT F1WI 100/13-31-083-25W6/0MONT A1WI 102/13-31-083-25W6/0MONT F1WI 100/14-31-083-25W6/2MONT F1WI 100/14-32-083-25W6/0MONT A1WI 102/14-32-083-25W6/0MONT H1WI 100/15-32-083-25W6/0MONT G1WI 100/16-32-083-25W6/0MONT G1WI 102/16-32-083-25W6/0MONT A1WI 100/13-33-083-25W6/0MONT H1WI 102/13-33-083-25W6/0MONT B1WI 103/13-33-083-25W6/0MONT A1WI 100/16-33-083-25W6/0MONT H1WI 102/16-33-083-25W6/0MONT A1WI 100/09-34-083-25W6/0MONT A1WI 102/09-34-083-25W6/2MONT H1WI Sasol Canada st of Interests and Burde Total Company 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr Interest ns Crown Incentives/TractPooling nsFreehold Mineral TaxFactorFactorPayout
Prices and Costs as of June 30, 2020 hip Burde own Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own own own own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own Deep Gas Well - Tier 2 own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 own own 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADLi Supplied Interest ZoneProductOwners 100/15-34-083-25W6/0MONT SXMTHWI 100/16-34-083-25W6/0MONT G1WI 102/16-34-083-25W6/0MONT B1WI 103/16-34-083-25W6/0MONT A1WI 100/13-35-083-25W6/0MONT G1WI 102/13-35-083-25W6/0MONT B1WI 100/09-13-083-26W6/0MONT B1WI Farrell Creek West Not On Production 202/B-058-L/094-A-04/0MONTWI 203/A-079-L/094-A-04/0MONT BASALWI 205/A-079-L/094-A-04/0MONT BASALWI 200/B-015-I/094-B-01/0MONTWI 202/B-053-I/094-B-01/0MONT D1WI 202/D-065-I/094-B-01/0MONT A1WI 200/B-071-I/094-B-01/0MONT A1WI 206/B-071-I/094-B-01/0MONT G1WI 200/C-072-I/094-B-01/0MONT A1WI 200/A-075-I/094-B-01/0MONT B1WI 202/B-077-I/094-B-01/2MONT A1WI 202/A-078-I/094-B-01/0MONT F1WI 200/D-082-I/094-B-01/0MONTWI 200/D-083-I/094-B-01/0MONTWI 200/C-087-I/094-B-01/0MONTWI 200/D-087-I/094-B-01/0MONTWI 200/A-092-I/094-B-01/0MONTWI 200/A-094-I/094-B-01/0MONTWI 200/C-097-I/094-B-01/0MONT A1WI 200/D-097-I/094-B-01/0MONT B1WI 200/C-075-J/094-B-01/0MONTWI 203/C-003-A/094-B-08/0MONT BASALWI 203/D-003-A/094-B-08/0MONT BASALWI 200/D-004-A/094-B-08/0MONT BASALWI 202/D-004-A/094-B-08/0MONT H1WI 202/C-005-A/094-B-08/0MONT H1WI 200/D-005-A/094-B-08/0MONT BASALWI 200/C-006-A/094-B-08/0MONT A1WI 204/D-006-A/094-B-08/0MONT H1WI 200/B-007-A/094-B-08/0MONT A1WI On Production 200/A-079-L/094-A-04/0MONT BASALWI 202/A-079-L/094-A-04/0MONT H1WI 204/A-079-L/094-A-04/0MONT G1WI Sasol Canada st of Interests and Burde Total Company 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr Interest ns Crown Incentives/TractPooling nsFreehold Mineral TaxFactorFactorPayout
Prices and Costs as of June 30, 2020 hip Burde own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own own own own own own own own own own own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADLi Supplied Interest ZoneProductOwners 206/A-079-L/094-A-04/0MONT H1WI 200/A-080-L/094-A-04/0MONT SXMTHWI 202/A-080-L/094-A-04/0MONT B1WI 203/A-080-L/094-A-04/0MONT A1WI 200/B-080-L/094-A-04/0MONT BASALWI 202/B-080-L/094-A-04/0MONT B1WI 200/A-051-I/094-B-01/0MONT B1WI 200/B-051-I/094-B-01/0MONT H1WI 202/B-051-I/094-B-01/0MONT A1WI 200/D-051-I/094-B-01/0MONT B1WI 200/A-052-I/094-B-01/0MONT D1WI 202/A-052-I/094-B-01/0MONT SXMTHWI 203/A-052-I/094-B-01/0MONT F1WI 200/B-052-I/094-B-01/3MONT H1WI 202/B-052-I/094-B-01/0MONT F1WI 200/A-053-I/094-B-01/0MONT F1WI 202/A-053-I/094-B-01/0MONT H1WI 200/B-053-I/094-B-01/0MONT H1WI 203/B-053-I/094-B-01/0MONT F1WI 200/D-053-I/094-B-01/0MONT H1WI 200/A-054-I/094-B-01/0MONT H1WI 202/A-054-I/094-B-01/0MONT F1WI 200/C-063-I/094-B-01/0MONT C1WI 202/C-063-I/094-B-01/0MONT B1WI 200/A-064-I/094-B-01/0MONT D1WI 200/C-065-I/094-B-01/0MONT A1WI 200/D-065-I/094-B-01/0MONT B1WI 202/B-071-I/094-B-01/2MONT F1WI 203/B-071-I/094-B-01/0MONT A1WI 204/B-071-I/094-B-01/0MONT G1WI 205/B-071-I/094-B-01/0MONT A1WI 207/B-071-I/094-B-01/0MONT H1WI 200/A-072-I/094-B-01/0MONT H1WI 202/A-072-I/094-B-01/0MONT B1WI 200/A-073-I/094-B-01/0MONT H1WI 202/A-073-I/094-B-01/2MONT A1WI 200/B-073-I/094-B-01/0MONT SXMTHWI 202/B-073-I/094-B-01/0MONT A1WI 200/C-074-I/094-B-01/0MONT B1WI 202/A-075-I/094-B-01/0MONT SXMTHWI 200/B-075-I/094-B-01/0MONT H1WI 200/A-076-I/094-B-01/0MONT B1WI 200/B-076-I/094-B-01/0MONT H1WI Sasol Canada st of Interests and Burde Total Company 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr Interest ns Crown Incentives/TractPooling nsFreehold Mineral TaxFactorFactorPayout
Prices and Costs as of June 30, 2020 hip Burde own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own own own own own own own own own Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 Deep Gas Well - Tier 2 own own own own own own 1.000 1.000 1.000 1.000 1.000 1.000 own own 19-0275 2020-06-25 1:51:25 PM Prices:June SEC Eff. Date: June 30, 2020 Currency: CADLi Supplied Interest ZoneProductOwners 202/B-076-I/094-B-01/0 MONT A1 WI 200/B-077-I/094-B-01/0 MONT C1 WI 200/A-078-I/094-B-01/3 MONT A1 WI 203/A-078-I/094-B-01/0 MONT F1 WI 200/B-078-I/094-B-01/0 MONT A1 WI 200/C-085-I/094-B-01/0 MONT WI 202/C-097-I/094-B-01/0 MONT A1 WI 200/C-001-A/094-B-08/0 MONT A1 WI 200/D-001-A/094-B-08/0 MONT C1 WI 200/C-002-A/094-B-08/0 MONT A1 WI 200/D-002-A/094-B-08/0 MONT B1 WI 200/C-003-A/094-B-08/0 MONT C1 WI 202/C-003-A/094-B-08/0 MONT H1 WI 200/D-003-A/094-B-08/0 MONT C1 WI 202/D-003-A/094-B-08/0 MONT SXMTH WI 200/C-005-A/094-B-08/0 MONT H1 WI 200/B-006-A/094-B-08/0 MONT B1 WI 202/C-006-A/094-B-08/0 MONT A1 WI 203/C-006-A/094-B-08/0 MONT H1 WI 200/D-006-A/094-B-08/0 MONT A1 WI 202/D-006-A/094-B-08/0 MONT B1 WI 203/D-006-A/094-B-08/0 MONT H1 WI 200/A-007-A/094-B-08/0 MONT A1 WI 200/C-027-A/094-B-08/0 MONT SXMTH WI 202/C-027-A/094-B-08/0 MONT D1 WI 203/C-027-A/094-B-08/0 MONT A1 WI Farrell Creek - ADR WI Farrell Creek - OPEX Adjust(DEL) WI FC Maintenance CAPEX WI Sasol Canada st of Interests and Burde Total Company 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr 50.000%BC Cr Interest ns Crown Incentives/TractPooling nsFreehold Mineral TaxFactorFactorPayout
July 6, 2020 Sasol Canada 1600, 215 9th Avenue SW Calgary, Alberta T2P 1K3 Ladies and Gentlemen: CONSENT OF INDEPENDENT PETROLEUM ENGINEERS We hereby consent to the use and reference to our name and Reports evaluating the Canadian properties of Sasol Canadas petroleum and natural gas reserves as of June 30, 2020 (the Reports), and the information derived from our Reports, as described or incorporated by reference in: Sasol Canadas Annual Report on Form 20-F for the year ended June 30, 2020 filed with the United States Securities and Exchange Commission. The reserve estimates and future net revenue forecasts have been prepared is Compliant with the U.S. Securities Exchange Commission (SEC) Regulations S-K and S-X and FASB ASC 932. Yours truly, McDANIEL & ASSOCIATES CONSULTANTS LTD. S. W. Carmichael, P. Eng. Vice President Calgary, Alberta July 6, 2020 2200, Bow Valley Square 3, 255 - 5 Avenue SW, Calgary AB T2P 3G6Tel: (403) 262-5506 Fax: (403) 233-2744www.mcdan.com
Sasol Limited Group
CONTENTS
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Page |
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Income statement |
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1 |
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Statement of comprehensive income |
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2 |
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Statement of financial position |
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3 |
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Statement of changes in equity |
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4 |
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Statement of cash flows |
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5 |
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Notes to the financial statements |
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6 |
INCOME STATEMENT
for the year ended 30 June
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Note |
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2020
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2019
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2018
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|
Turnover |
|
3 |
|
190 367 |
|
203 576 |
|
181 461 |
|
Materials, energy and consumables used |
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4 |
|
(90 109 |
) |
(90 589 |
) |
(76 606 |
) |
Selling and distribution costs |
|
|
|
(8 388 |
) |
(7 836 |
) |
(7 060 |
) |
Maintenance expenditure |
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|
|
(10 493 |
) |
(10 227 |
) |
(9 163 |
) |
Employee-related expenditure |
|
5 |
|
(30 667 |
) |
(29 928 |
) |
(27 468 |
) |
Exploration expenditure and feasibility costs |
|
|
|
(608 |
) |
(663 |
) |
(352 |
) |
Depreciation and amortisation |
|
|
|
(22 575 |
) |
(17 968 |
) |
(16 425 |
) |
Other expenses and income |
|
|
|
(27 376 |
) |
(19 097 |
) |
(15 316 |
) |
Translation (losses)/gains |
|
6 |
|
(6 542 |
) |
604 |
|
(11 |
) |
Other operating expenses and income |
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7 |
|
(20 834 |
) |
(19 701 |
) |
(15 305 |
) |
Equity accounted (losses)/profits, net of tax |
|
24 |
|
(347 |
) |
1 074 |
|
1 443 |
|
Operating (loss)/profit before remeasurement items and Sasol Khanyisa share-based payment |
|
|
|
(196 |
) |
28 342 |
|
30 514 |
|
Remeasurement items affecting operating profit |
|
10 |
|
(110 834 |
) |
(18 645 |
) |
(9 901 |
) |
Sasol Khanyisa share-based payment affecting operating profit* |
|
39 |
|
|
|
|
|
(2 866 |
) |
(Loss)/earnings before interest and tax (EBIT) |
|
|
|
(111 030 |
) |
9 697 |
|
17 747 |
|
Finance income |
|
8 |
|
922 |
|
787 |
|
1 716 |
|
Finance costs |
|
8 |
|
(7 303 |
) |
(1 253 |
) |
(3 759 |
) |
(Loss)/earnings before tax |
|
|
|
(117 411 |
) |
9 231 |
|
15 704 |
|
Taxation |
|
13 |
|
26 139 |
|
(3 157 |
) |
(5 558 |
) |
(Loss)/earnings for the year |
|
|
|
(91 272 |
) |
6 074 |
|
10 146 |
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Attributable to |
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|
|
|
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Owners of Sasol Limited |
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|
|
(91 109 |
) |
4 298 |
|
8 729 |
|
Non-controlling interests in subsidiaries |
|
|
|
(163 |
) |
1 776 |
|
1 417 |
|
|
|
|
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(91 272 |
) |
6 074 |
|
10 146 |
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Rand |
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Rand |
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Rand |
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Per share information |
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Basic (loss)/earnings per share |
|
9 |
|
(147,45 |
) |
6,97 |
|
14,26 |
|
Diluted (loss)/earnings per share |
|
9 |
|
(147,45 |
) |
6,93 |
|
14,18 |
|
* 2018 relates to the implementation of Sasol Khanyisa in relation to SOLBE1, Inzalo Public, Inzalo Groups and Khanyisa Public participants.
The notes on pages 7 to 110 are an integral part of these Consolidated Financial Statements.
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June
|
|
2020
|
|
2019
|
|
2018
|
|
(Loss)/earnings for the year |
|
(91 272 |
) |
6 074 |
|
10 146 |
|
Other comprehensive income, net of tax |
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|
|
|
|
|
|
Items that can be subsequently reclassified to the income statement |
|
24 123 |
|
1 353 |
|
6 068 |
|
Effect of translation of foreign operations |
|
26 720 |
|
1 533 |
|
5 237 |
|
Effect of cash flow hedges* |
|
(2 192 |
) |
(287 |
) |
1 233 |
|
Fair value of investments available-for-sale |
|
|
|
|
|
13 |
|
Foreign currency translation reserve on disposal of business reclassified to the income statement**** |
|
(801 |
) |
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|
|
|
Tax on items that can be subsequently reclassified to the income statement** |
|
396 |
|
107 |
|
(415 |
) |
Items that cannot be subsequently reclassified to the income statement |
|
(205 |
) |
(265 |
) |
(54 |
) |
Remeasurement on post-retirement benefit obligation*** |
|
(147 |
) |
(531 |
) |
(80 |
) |
Fair value of investments through other comprehensive income |
|
(112 |
) |
136 |
|
|
|
Tax on items that cannot be subsequently reclassified to the income statement |
|
54 |
|
130 |
|
26 |
|
|
|
|
|
|
|
|
|
Total comprehensive (loss)/income for the year |
|
(67 354 |
) |
7 162 |
|
16 160 |
|
Attributable to |
|
|
|
|
|
|
|
Owners of Sasol Limited |
|
(67 220 |
) |
5 377 |
|
14 727 |
|
Non-controlling interests in subsidiaries |
|
(134 |
) |
1 785 |
|
1 433 |
|
|
|
(67 354 |
) |
7 162 |
|
16 160 |
|
* The interest rate swap was redesignated as a hedging instrument in a cash flow hedge during the current year, with hedge accounting resumed. Losses incurred on the movement in the swap derivative are recognized in other comprehensive income and amounted to R2 192 million (2019 R1 400 million; 2018 R286 million). 2019 included a gain of R115 million relating to the reclassification of the swap to profit and loss on termination of the hedge relationship.
** The amount is mainly on the cash flow hedge.
*** Includes the effect of a loss of R604 million (2019 R58 million; 2018 R1 051 million) relating to the movement in the asset limitation, as well as a gain of R2 million (2019 R83 million; 2018 R1 million) on reimbursive rights related to post-retirement benefits, recognised in long-term receivables.
**** Includes the reclassification of the foreign currency translation reserve relating to the divestment from our 50% equity interest in Sasol Huntsman GmbH & co KG, the sale of Sasols share in Sasol Wilmar Alcohol Industries, as well as the sale of our indirect beneficial interest in the Excravos GTL (EGTL) plant in Nigeria.
The notes on pages 7 to 110 are an integral part of these Consolidated Financial Statements.
STATEMENT OF FINANCIAL POSITION
at 30 June
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|
Note |
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2020
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|
2019
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|
Assets |
|
|
|
|
|
|
|
Property, plant and equipment |
|
20 |
|
204 470 |
|
233 549 |
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Assets under construction |
|
21 |
|
27 802 |
|
127 764 |
|
Right of use assets |
|
22 |
|
13 816 |
|
|
|
Goodwill and other intangible assets |
|
|
|
2 800 |
|
3 357 |
|
Equity accounted investments |
|
24 |
|
11 812 |
|
9 866 |
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Other long-term investments |
|
|
|
1 926 |
|
1 248 |
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Post-retirement benefit assets |
|
37 |
|
467 |
|
1 274 |
|
Long-term receivables and prepaid expenses |
|
23 |
|
6 435 |
|
6 317 |
|
Long-term financial assets |
|
43 |
|
|
|
15 |
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Deferred tax assets |
|
15 |
|
31 665 |
|
8 563 |
|
Non-current assets |
|
|
|
301 193 |
|
391 953 |
|
Inventories |
|
27 |
|
27 801 |
|
29 646 |
|
Tax receivable |
|
14 |
|
5 419 |
|
730 |
|
Trade and other receivables |
|
28 |
|
25 097 |
|
28 578 |
|
Short-term financial assets |
|
43 |
|
645 |
|
630 |
|
Cash and cash equivalents |
|
31 |
|
34 739 |
|
15 877 |
|
Current assets |
|
|
|
93 701 |
|
75 461 |
|
Assets in disposal groups held for sale |
|
12 |
|
84 268 |
|
2 554 |
|
Total assets |
|
|
|
479 162 |
|
469 968 |
|
Equity and liabilities |
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
154 307 |
|
219 910 |
|
Non-controlling interests |
|
|
|
4 941 |
|
5 885 |
|
Total equity |
|
|
|
159 248 |
|
225 795 |
|
Long-term debt |
|
17 |
|
147 511 |
|
127 350 |
|
Lease liabilities* |
|
18 |
|
15 825 |
|
7 445 |
|
Long-term provisions |
|
35 |
|
21 857 |
|
17 622 |
|
Post-retirement benefit obligations |
|
37 |
|
14 691 |
|
12 708 |
|
Long-term deferred income |
|
|
|
842 |
|
924 |
|
Long-term financial liabilities |
|
43 |
|
5 620 |
|
1 440 |
|
Deferred tax liabilities |
|
15 |
|
20 450 |
|
27 586 |
|
Non-current liabilities |
|
|
|
226 796 |
|
195 075 |
|
Short-term debt** |
|
19 |
|
43 468 |
|
3 783 |
|
Short-term provisions |
|
36 |
|
2 202 |
|
3 289 |
|
Tax payable |
|
14 |
|
665 |
|
1 039 |
|
Trade and other payables |
|
29 |
|
35 757 |
|
39 466 |
|
Short-term deferred income |
|
|
|
579 |
|
210 |
|
Short-term financial liabilities |
|
43 |
|
4 271 |
|
765 |
|
Bank overdraft |
|
31 |
|
645 |
|
58 |
|
Current liabilities |
|
|
|
87 587 |
|
48 610 |
|
Liabilities in disposal groups held for sale |
|
12 |
|
5 531 |
|
488 |
|
Total equity and liabilities |
|
|
|
479 162 |
|
469 968 |
|
* 2019 includes finance leases under IAS 17.
** Includes short-term portion of long-term debt and lease liabilities.
The notes on pages 7 to 110 are an integral part of these Consolidated Financial Statements.
STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June
|
|
|
|
|
|
Share- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
based |
|
|
|
Foreign |
|
Cash flow |
|
Remeasurement |
|
|
|
|
|
|
|
|
|
|
|
Share |
|
repurchase |
|
payment |
|
Investment |
|
currency |
|
hedge |
|
on post- |
|
|
|
|
|
Non- |
|
|
|
|
|
capital |
|
programme |
|
reserve |
|
fair value |
|
translation |
|
accounting |
|
retirement |
|
Retained |
|
Shareholders |
|
controlling |
|
Total |
|
|
|
Note 16 |
|
Note 16 |
|
Note 39 |
|
reserve |
|
reserve |
|
reserve |
|
benefits |
|
earnings |
|
equity |
|
interests |
|
equity |
|
|
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Balance at 30 June 2017 |
|
29 282 |
|
(2 641 |
) |
(12 525 |
) |
33 |
|
23 285 |
|
(647 |
) |
(1 790 |
) |
176 714 |
|
211 711 |
|
5 523 |
|
217 234 |
|
Transactions with non-controlling shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51 |
) |
(51 |
) |
Movement in share-based payment reserve |
|
|
|
|
|
989 |
|
|
|
|
|
|
|
|
|
|
|
989 |
|
|
|
989 |
|
Unwind of Sasol Inzalo transaction |
|
(12 698 |
) |
|
|
6 999 |
|
|
|
|
|
|
|
|
|
6 256 |
|
557 |
|
(557 |
) |
|
|
Long-term incentives vested and settled |
|
|
|
|
|
(605 |
) |
|
|
|
|
|
|
|
|
605 |
|
|
|
|
|
|
|
Implementation of Sasol Khanyisa transaction |
|
1 832 |
|
|
|
1 121 |
|
|
|
|
|
|
|
|
|
|
|
2 953 |
|
|
|
2 953 |
|
Repurchase of shares |
|
(2 641 |
) |
2 641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
|
|
|
|
|
|
10 |
|
5 215 |
|
827 |
|
(54 |
) |
8 729 |
|
14 727 |
|
1 433 |
|
16 160 |
|
profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 729 |
|
8 729 |
|
1 417 |
|
10 146 |
|
other comprehensive income for the year |
|
|
|
|
|
|
|
10 |
|
5 215 |
|
827 |
|
(54 |
) |
|
|
5 998 |
|
16 |
|
6 014 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 952 |
) |
(7 952 |
) |
(725 |
) |
(8 677 |
) |
Balance at 30 June 2018 |
|
15 775 |
|
|
|
(4 021 |
) |
43 |
|
28 500 |
|
180 |
|
(1 844 |
) |
184 352 |
|
222 985 |
|
5 623 |
|
228 608 |
|
Disposal of business |
|
|
|
|
|
|
|
|
|
(52 |
) |
|
|
|
|
|
|
(52 |
) |
|
|
(52 |
) |
Movement in share-based payment reserve |
|
|
|
|
|
1 552 |
|
|
|
|
|
|
|
|
|
|
|
1 552 |
|
|
|
1 552 |
|
Share-based payment expense |
|
|
|
|
|
707 |
|
|
|
|
|
|
|
|
|
|
|
707 |
|
|
|
707 |
|
Sasol Khanyisa transaction |
|
|
|
|
|
952 |
|
|
|
|
|
|
|
|
|
|
|
952 |
|
|
|
952 |
|
Deferred tax |
|
|
|
|
|
(107 |
) |
|
|
|
|
|
|
|
|
|
|
(107 |
) |
|
|
(107 |
) |
Unwind of Sasol Inzalo transaction |
|
(5 887 |
) |
|
|
3 452 |
|
|
|
|
|
|
|
|
|
1 063 |
|
(1 372 |
) |
|
|
(1 372 |
) |
Repurchase of shares |
|
(5 887 |
) |
|
|
5 887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Final distribution to Sasol Inzalo Public |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 372 |
) |
(1 372 |
) |
|
|
(1 372 |
) |
Share-based payment reserve to retained earnings |
|
|
|
|
|
(2 435 |
) |
|
|
|
|
|
|
|
|
2 435 |
|
|
|
|
|
|
|
Long-term incentives vested and settled |
|
|
|
|
|
(573 |
) |
|
|
|
|
|
|
|
|
573 |
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
|
|
|
|
|
|
89 |
|
1 530 |
|
(180 |
) |
(360 |
) |
4 298 |
|
5 377 |
|
1 785 |
|
7 162 |
|
profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 298 |
|
4 298 |
|
1 776 |
|
6 074 |
|
other comprehensive income for the year |
|
|
|
|
|
|
|
89 |
|
1 530 |
|
(180 |
) |
(360 |
) |
|
|
1 079 |
|
9 |
|
1 088 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8 580 |
) |
(8 580 |
) |
(1 523 |
) |
(10 103 |
) |
Balance at 30 June 2019 |
|
9 888 |
|
|
|
410 |
|
132 |
|
29 978 |
|
|
|
(2 204 |
) |
181 706 |
|
219 910 |
|
5 885 |
|
225 795 |
|
Adjustment on initial application of IFRS 16, net of tax* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(290 |
) |
(290 |
) |
|
|
(290 |
) |
Restated balance at beginning of period |
|
9 888 |
|
|
|
410 |
|
132 |
|
29 978 |
|
|
|
(2 204 |
) |
181 416 |
|
219 620 |
|
5 885 |
|
225 505 |
|
Movement in share-based payment reserve |
|
|
|
|
|
1 938 |
|
|
|
|
|
|
|
|
|
|
|
1 938 |
|
|
|
1 938 |
|
Share-based payment expense |
|
|
|
|
|
878 |
|
|
|
|
|
|
|
|
|
|
|
878 |
|
|
|
878 |
|
Sasol Khanyisa transaction |
|
|
|
|
|
1 068 |
|
|
|
|
|
|
|
|
|
|
|
1 068 |
|
|
|
1 068 |
|
Deferred tax |
|
|
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
(8 |
) |
|
|
(8 |
) |
Long-term incentives vested and settled |
|
|
|
|
|
(614 |
) |
|
|
|
|
|
|
|
|
614 |
|
|
|
|
|
|
|
Total comprehensive (loss)/income for the year |
|
|
|
|
|
|
|
(83 |
) |
25 871 |
|
(1 771 |
) |
(128 |
) |
(91 109 |
) |
(67 220 |
) |
(134 |
) |
(67 354 |
) |
loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(91 109 |
) |
(91 109 |
) |
(163 |
) |
(91 272 |
) |
other comprehensive income for the year |
|
|
|
|
|
|
|
(83 |
) |
25 871 |
|
(1 771 |
) |
(128 |
) |
|
|
23 889 |
|
29 |
|
23 918 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31 |
) |
(31 |
) |
(810 |
) |
(841 |
) |
Balance at 30 June 2020 |
|
9 888 |
|
|
|
1 734 |
|
49 |
|
55 849 |
|
(1 771 |
) |
(2 332 |
) |
90 890 |
|
154 307 |
|
4 941 |
|
159 248 |
|
* The adjustment on initial application of IFRS 16 Leases relates to the derecognition of the IAS 17 finance lease of Oxygen Train 17 and the recognition of the embedded derivative in the Oxygen Train 17 agreement with Air Liquide. Refer to note 1 for the impact of the adoption of IFRS 16.
The notes on pages 7 to 110 are an integral part of these Consolidated Financial Statements.
STATEMENT OF CASH FLOWS
for the year ended 30 June
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
|
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
Cash receipts from customers |
|
|
|
196 798 |
|
203 613 |
|
178 672 |
|
Cash paid to suppliers and employees |
|
|
|
(154 414 |
) |
(152 215 |
) |
(135 795 |
) |
Cash generated by operating activities |
|
32 |
|
42 384 |
|
51 398 |
|
42 877 |
|
Dividends received from equity accounted investments |
|
24 |
|
208 |
|
1 506 |
|
1 702 |
|
Finance income received |
|
8 |
|
792 |
|
682 |
|
1 565 |
|
Finance costs paid* |
|
8 |
|
(7 154 |
) |
(6 222 |
) |
(4 797 |
) |
Tax paid |
|
14 |
|
(5 659 |
) |
(3 946 |
) |
(7 041 |
) |
Cash available from operating activities |
|
|
|
30 571 |
|
43 418 |
|
34 306 |
|
Dividends paid |
|
34 |
|
(31 |
) |
(9 952 |
) |
(7 952 |
) |
Dividends paid to non-controlling shareholders in subsidiaries |
|
|
|
(810 |
) |
(1 523 |
) |
(725 |
) |
Cash retained from operating activities |
|
|
|
29 730 |
|
31 943 |
|
25 629 |
|
Additions to non-current assets |
|
|
|
(41 935 |
) |
(56 734 |
) |
(55 891 |
) |
additions to property, plant and equipment |
|
20 |
|
(601 |
) |
(1 229 |
) |
(714 |
) |
additions to assets under construction |
|
21 |
|
(34 544 |
) |
(54 552 |
) |
(52 635 |
) |
additions to other intangible assets |
|
|
|
(19 |
) |
(19 |
) |
(35 |
) |
decrease in capital project related payables |
|
|
|
(6 771 |
) |
(934 |
) |
(2 507 |
) |
Cash movements in equity accounted investments |
|
|
|
(284 |
) |
66 |
|
(164 |
) |
Proceeds on disposals and scrappings |
|
11 |
|
4 285 |
|
567 |
|
2 316 |
|
Net cash disposed of on disposal of businesses |
|
11 |
|
|
|
|
|
(36 |
) |
Acquisition of interest in equity accounted investments |
|
24 |
|
(512 |
) |
|
|
|
|
Purchase of investments |
|
|
|
(121 |
) |
(222 |
) |
(124 |
) |
Proceeds from sale of investments |
|
|
|
483 |
|
142 |
|
114 |
|
Increase in long-term receivables |
|
|
|
(466 |
) |
(231 |
) |
(194 |
) |
Cash used in investing activities |
|
|
|
(38 550 |
) |
(56 412 |
) |
(53 979 |
) |
Proceeds from long-term debt |
|
17 |
|
36 487 |
|
93 884 |
|
24 961 |
|
Repayment of long-term debt |
|
17 |
|
(28 335 |
) |
(69 655 |
) |
(9 199 |
) |
Payment of lease liabilities |
|
18 |
|
(2 061 |
) |
(345 |
) |
|
|
Proceeds from short-term debt |
|
19 |
|
19 998 |
|
977 |
|
1 957 |
|
Repayment of short-term debt |
|
|
|
(977 |
) |
(1 730 |
) |
(2 607 |
) |
Cash generated by financing activities |
|
|
|
25 112 |
|
23 131 |
|
15 112 |
|
Translation effects on cash and cash equivalents |
|
|
|
3 607 |
|
162 |
|
954 |
|
Increase/(decrease) in cash and cash equivalents |
|
|
|
19 899 |
|
(1 176 |
) |
(12 284 |
) |
Cash and cash equivalents at the beginning of year |
|
|
|
15 819 |
|
17 039 |
|
29 323 |
|
Reclassification to disposal groups held for sale and other long-term investments |
|
|
|
(1 624 |
) |
(44 |
) |
|
|
Cash and cash equivalents at the end of the year |
|
31 |
|
34 094 |
|
15 819 |
|
17 039 |
|
* Included in finance costs paid is amounts capitalised to assets under construction. Refer note 8.
The notes on pages 7 to 110 are an integral part of these Consolidated Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS
The Annual Financial Statements outlined below provide a full overview of our financial results, in the context of our strategy, while enabling more effective analysis of the groups performance.
Segment information |
|
7 |
Statement of compliance |
|
11 |
Going concern |
|
14 |
3 EARNINGS
Operating and other activities |
|
|
Turnover |
|
19 |
Materials, energy and consumables used |
|
20 |
Employee-related expenditure |
|
21 |
Translations (losses)/gains |
|
22 |
Other operating expenses and income |
|
22 |
Net finance costs |
|
23 |
(Loss)/earnings and dividends per share |
|
25 |
Remeasurement items affecting operating profit |
|
26 |
Disposals and scrapping |
|
33 |
Disposal groups held for sale |
|
34 |
|
|
|
Taxation |
|
|
Taxation |
|
36 |
Tax paid |
|
38 |
Deferred tax |
|
38 |
16 SOURCES OF CAPITAL
Equity |
|
|
Share capital |
|
43 |
|
|
|
Funding activities and facilities |
|
|
Long-term debt |
|
44 |
Lease liabilities |
|
48 |
Short-term debt |
|
50 |
20 CAPITAL ALLOCATION AND UTILISATION
Investing activities |
|
|
Property, plant and equipment |
|
52 |
Assets under construction |
|
57 |
Right of use assets |
|
61 |
Long-term receivables and prepaid expenses |
|
62 |
Equity accounted investments |
|
62 |
Interest in joint operations |
|
66 |
Interest in significant operating subsidiaries |
|
67 |
|
|
|
Working capital |
|
|
Inventories |
|
69 |
Trade and other receivables |
|
70 |
Trade and other payables |
|
71 |
Decrease/(increase) in working capital |
|
71 |
|
|
|
Cash management |
|
|
Cash and cash equivalents |
|
72 |
Cash generated by operating activities |
|
73 |
Cash flow from operations |
|
73 |
Dividends paid |
|
73 |
34 PROVISIONS AND RESERVES
Provisions |
|
|
Long-term provisions |
|
75 |
Short-term provisions |
|
77 |
Post-retirement benefit obligations |
|
77 |
Cash-settled share-based payment provision |
|
84 |
|
|
|
Reserves |
|
|
Share-based payment reserve |
|
85 |
39 OTHER DISCLOSURES
Contingent liabilities |
|
92 |
Related party transactions |
|
94 |
Subsequent events |
|
96 |
Financial risk management and financial instruments |
|
96 |
SEGMENT INFORMATION
|
|
|
|
Exploration and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
Production |
|
|
|
|
|
Performance |
|
|
|
|
|
Deferred tax assets |
|
Tax receivable |
|
Post-retirement |
|
Total per statement |
|
||||||||||||||||||||||
|
|
Mining |
|
International |
|
Energy |
|
Base Chemicals |
|
Chemicals |
|
Group Functions |
|
Total |
|
and liabilities |
|
and payable |
|
benefit assets |
|
of financial position |
|
||||||||||||||||||||||
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Statement of financial position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
27 096 |
|
26 485 |
|
17 733 |
|
13 542 |
|
47 270 |
|
67 325 |
|
50 821 |
|
141 160 |
|
116 830 |
|
126 949 |
|
9 311 |
|
6 655 |
|
269 061 |
|
382 116 |
|
31 665 |
|
8 563 |
|
|
|
|
|
467 |
|
1 274 |
|
301 193 |
|
391 953 |
|
Current assets* |
|
2 169 |
|
1 809 |
|
2 114 |
|
2 475 |
|
23 793 |
|
19 727 |
|
72 236 |
|
19 478 |
|
43 589 |
|
25 007 |
|
28 649 |
|
8 789 |
|
172 550 |
|
77 285 |
|
|
|
|
|
5 419 |
|
730 |
|
|
|
|
|
177 969 |
|
78 015 |
|
Non-current liabilities |
|
1 815 |
|
1 701 |
|
12 130 |
|
6 782 |
|
8 731 |
|
11 561 |
|
13 168 |
|
10 612 |
|
19 006 |
|
11 763 |
|
151 496 |
|
125 070 |
|
206 346 |
|
167 489 |
|
20 450 |
|
27 586 |
|
|
|
|
|
|
|
|
|
226 796 |
|
195 075 |
|
Current liabilities* |
|
2 286 |
|
2 601 |
|
961 |
|
1 685 |
|
16 158 |
|
13 160 |
|
10 162 |
|
10 234 |
|
11 316 |
|
12 462 |
|
51 570 |
|
7 917 |
|
92 453 |
|
48 059 |
|
|
|
|
|
665 |
|
1 039 |
|
|
|
|
|
93 118 |
|
49 098 |
|
|
|
|
|
Exploration and Production |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
Mining |
|
International |
|
Energy |
|
Base Chemicals |
|
Performance Chemicals |
|
Group Functions |
|
Total |
|
||||||||||||||||||||||||||||
|
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
|
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External turnover |
|
1 343 |
|
3 222 |
|
3 446 |
|
1 829 |
|
1 815 |
|
1 610 |
|
66 994 |
|
82 977 |
|
69 110 |
|
51 868 |
|
48 113 |
|
43 269 |
|
68 333 |
|
67 389 |
|
63 986 |
|
|
|
60 |
|
40 |
|
190 367 |
|
203 576 |
|
181 461 |
|
Total turnover |
|
19 891 |
|
20 876 |
|
19 797 |
|
5 204 |
|
5 184 |
|
4 198 |
|
67 901 |
|
83 803 |
|
69 773 |
|
52 683 |
|
48 813 |
|
43 951 |
|
69 197 |
|
68 296 |
|
64 887 |
|
30 |
|
78 |
|
52 |
|
214 906 |
|
227 050 |
|
202 658 |
|
Intersegmental turnover |
|
(18 548 |
) |
(17 654 |
) |
(16 351 |
) |
(3 375 |
) |
(3 369 |
) |
(2 588 |
) |
(907 |
) |
(826 |
) |
(663 |
) |
(815 |
) |
(700 |
) |
(682 |
) |
(864 |
) |
(907 |
) |
(901 |
) |
(30 |
) |
(18 |
) |
(12 |
) |
(24 539 |
) |
(23 474 |
) |
(21 197 |
) |
(Loss)/earnings before interest and tax |
|
2 756 |
|
4 701 |
|
5 244 |
|
1 197 |
|
(889 |
) |
(3 683 |
) |
(6 678 |
) |
16 566 |
|
14 081 |
|
(70 804 |
) |
(1 431 |
) |
918 |
|
(24 455 |
) |
(7 040 |
) |
7 853 |
|
(13 046 |
) |
(2 210 |
) |
(6 666 |
) |
(111 030 |
) |
9 697 |
|
17 747 |
|
(Loss)/earnings attributable to owners of Sasol Limited |
|
1 679 |
|
3 021 |
|
3 336 |
|
409 |
|
(1 800 |
) |
(4 168 |
) |
(4 784 |
) |
11 970 |
|
8 558 |
|
(51 334 |
) |
1 622 |
|
2 075 |
|
(16 713 |
) |
(3 516 |
) |
7 434 |
|
(20 366 |
) |
(6 999 |
) |
(8 506 |
) |
(91 109 |
) |
4 298 |
|
8 729 |
|
Effect of remeasurement items** |
|
113 |
|
45 |
|
34 |
|
(30 |
) |
1 976 |
|
4 241 |
|
11 987 |
|
247 |
|
971 |
|
70 670 |
|
3 190 |
|
4 512 |
|
27 863 |
|
13 182 |
|
103 |
|
231 |
|
5 |
|
40 |
|
110 834 |
|
18 645 |
|
9 901 |
|
Depreciation and amortisation |
|
2 080 |
|
1 805 |
|
1 677 |
|
1 478 |
|
1 582 |
|
1 465 |
|
5 333 |
|
5 331 |
|
4 817 |
|
6 481 |
|
4 788 |
|
4 422 |
|
6 322 |
|
3 739 |
|
3 299 |
|
881 |
|
723 |
|
745 |
|
22 575 |
|
17 968 |
|
16 425 |
|
Statement of cash flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operations (note 33) |
|
5 143 |
|
7 025 |
|
6 877 |
|
3 238 |
|
2 528 |
|
2 665 |
|
12 980 |
|
23 247 |
|
17 158 |
|
5 954 |
|
6 343 |
|
9 017 |
|
11 343 |
|
9 743 |
|
12 303 |
|
(2 112 |
) |
102 |
|
(1 382 |
) |
36 546 |
|
48 988 |
|
46 638 |
|
Additions to non-current assets*** |
|
2 859 |
|
2 912 |
|
3 729 |
|
1 389 |
|
1 086 |
|
2 525 |
|
5 380 |
|
7 484 |
|
6 650 |
|
10 697 |
|
23 065 |
|
20 299 |
|
13 961 |
|
20 403 |
|
19 384 |
|
878 |
|
850 |
|
797 |
|
35 164 |
|
55 800 |
|
53 384 |
|
Other disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital commitments** |
|
2 352 |
|
2 372 |
|
2 640 |
|
3 597 |
|
19 795 |
|
18 811 |
|
9 237 |
|
10 390 |
|
10 320 |
|
11 013 |
|
16 504 |
|
21 125 |
|
5 326 |
|
10 434 |
|
16 432 |
|
425 |
|
600 |
|
599 |
|
31 950 |
|
60 095 |
|
69 927 |
|
* Includes assets/liabilities in disposal groups held for sale.
** Excludes equity accounted investments.
*** Includes capital accruals.
GEOGRAPHIC SEGMENT INFORMATION
|
|
Mining |
|
Exploration and Production
|
|
Energy |
|
Base Chemicals |
|
Performance Chemicals |
|
Group Functions |
|
Total |
|
||||||||||||||||||||||||||||
|
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
External turnover* |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
South Africa |
|
|
|
|
|
|
|
|
|
|
|
|
|
62 568 |
|
77 345 |
|
65 827 |
|
20 696 |
|
22 561 |
|
21 336 |
|
1 264 |
|
1 049 |
|
1 297 |
|
|
|
|
|
|
|
84 528 |
|
100 955 |
|
88 460 |
|
Rest of Africa |
|
|
|
|
|
|
|
488 |
|
652 |
|
341 |
|
3 792 |
|
4 665 |
|
3 282 |
|
2 483 |
|
2 573 |
|
2 142 |
|
1 013 |
|
900 |
|
790 |
|
|
|
24 |
|
|
|
7 776 |
|
8 814 |
|
6 555 |
|
Europe |
|
1 158 |
|
2 819 |
|
2 691 |
|
655 |
|
924 |
|
985 |
|
634 |
|
967 |
|
1 |
|
8 494 |
|
7 324 |
|
7 037 |
|
33 339 |
|
33 168 |
|
33 008 |
|
|
|
|
|
|
|
44 280 |
|
45 202 |
|
43 722 |
|
North America |
|
|
|
|
|
|
|
686 |
|
239 |
|
284 |
|
|
|
|
|
|
|
11 498 |
|
8 039 |
|
5 894 |
|
19 869 |
|
19 459 |
|
16 926 |
|
|
|
|
|
|
|
32 053 |
|
27 737 |
|
23 104 |
|
South America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
721 |
|
584 |
|
513 |
|
1 292 |
|
1 501 |
|
1 415 |
|
|
|
|
|
|
|
2 013 |
|
2 085 |
|
1 928 |
|
Asia, Australasia and Middle East |
|
185 |
|
403 |
|
755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7 976 |
|
7 032 |
|
6 347 |
|
11 556 |
|
11 312 |
|
10 550 |
|
|
|
36 |
|
40 |
|
19 717 |
|
18 783 |
|
17 692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operations |
|
1 343 |
|
3 222 |
|
3 446 |
|
1 829 |
|
1 815 |
|
1 610 |
|
66 994 |
|
82 977 |
|
69 110 |
|
51 868 |
|
48 113 |
|
43 269 |
|
68 333 |
|
67 389 |
|
63 986 |
|
|
|
60 |
|
40 |
|
190 367 |
|
203 576 |
|
181 461 |
|
* The analysis of turnover is based on the location of the customer.
|
|
Mining |
|
Exploration and Production
|
|
Energy |
|
Base Chemicals |
|
Performance Chemicals |
|
Group Functions |
|
Total |
|
||||||||||||||||||||||||||||
|
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
2020 |
|
2019 |
|
2018 |
|
(Loss)/earnings before interest and tax* |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
South Africa |
|
2 570 |
|
3 273 |
|
3 796 |
|
1 001 |
|
1 458 |
|
1 008 |
|
(8 098 |
) |
15 243 |
|
13 064 |
|
(14 756 |
) |
(843 |
) |
(3 213 |
) |
(2 743 |
) |
449 |
|
1 547 |
|
(14 107 |
) |
(1 004 |
) |
(7 617 |
) |
(36 133 |
) |
18 576 |
|
8 585 |
|
Rest of Africa |
|
|
|
|
|
|
|
(84 |
) |
164 |
|
(1 282 |
) |
1 423 |
|
259 |
|
926 |
|
(280 |
) |
120 |
|
416 |
|
71 |
|
189 |
|
22 |
|
691 |
|
(25 |
) |
553 |
|
1 821 |
|
707 |
|
635 |
|
Europe |
|
160 |
|
1 249 |
|
1 |
|
185 |
|
223 |
|
194 |
|
(338 |
) |
14 |
|
|
|
57 |
|
526 |
|
812 |
|
(742 |
) |
2 754 |
|
3 530 |
|
783 |
|
251 |
|
345 |
|
105 |
|
5 017 |
|
6 012 |
|
North America |
|
|
|
|
|
131 |
|
98 |
|
(2 739 |
) |
(3 595 |
) |
59 |
|
|
|
(1 010 |
) |
(55 160 |
) |
(1 724 |
) |
430 |
|
(21 370 |
) |
(11 844 |
) |
1 809 |
|
65 |
|
(1 436 |
) |
50 |
|
(76 308 |
) |
(17 743 |
) |
(2 316 |
) |
South America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(114 |
) |
7 |
|
141 |
|
(77 |
) |
111 |
|
138 |
|
|
|
|
|
|
|
(191 |
) |
118 |
|
279 |
|
Asia, Australasia and Middle East |
|
26 |
|
179 |
|
|
|
(3 |
) |
5 |
|
(8 |
) |
276 |
|
1 050 |
|
1 |
|
(551 |
) |
483 |
|
2 332 |
|
406 |
|
1 301 |
|
807 |
|
(478 |
) |
4 |
|
3 |
|
(324 |
) |
3 022 |
|
4 552 |
|
|
|
|
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operations** |
|
2 756 |
|
4 701 |
|
5 244 |
|
1 197 |
|
(889 |
) |
(3 683 |
) |
(6 678 |
) |
16 566 |
|
14 081 |
|
(70 804 |
) |
(1 431 |
) |
918 |
|
(24 455 |
) |
(7 040 |
) |
7 853 |
|
(13 046 |
) |
(2 210 |
) |
(6 666 |
) |
(111 030 |
) |
9 697 |
|
17 747 |
|
* Includes equity accounted profits/(losses) remeasurement items and once-off share-based payment expenses.
** Sasol adopted IFRS 16 with effect from 1 July 2019 using the modified retrospective approach, comparative numbers have not been restated.
Non-current assets
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
South Africa |
|
111 549 |
|
147 688 |
|
143 493 |
|
Rest of Africa |
|
18 896 |
|
19 323 |
|
18 443 |
|
Europe |
|
18 948 |
|
15 944 |
|
15 389 |
|
North America |
|
107 700 |
|
189 560 |
|
165 742 |
|
South America |
|
1 |
|
1 |
|
1 |
|
Asia, Australasia and Middle East |
|
11 967 |
|
9 600 |
|
9 316 |
|
Total operations |
|
269 061 |
|
382 116 |
|
352 384 |
|
Deferred tax asset |
|
31 665 |
|
8 563 |
|
4 096 |
|
Post-retirement benefit assets |
|
467 |
|
1 274 |
|
1 498 |
|
Total non-current assets |
|
301 193 |
|
391 953 |
|
357 978 |
|
REPORTING SEGMENTS
The group has six main reportable segments that reflects the structure used by the President and Chief Executive Officer to make key operating decisions and assess performance. The groups reportable segments are operating segments that are differentiated by the activities that each undertakes and the products they manufacture and market (referred to as business segments). The group evaluates the performance of its reportable segments based on earnings before interest and tax (EBIT).
The operating model structure reflects how the results are reported to the Chief Operating Decision Maker (CODM). The CODM for Sasol is the President and Chief Executive Officer.
Operating business units
Mining
Mining is responsible for securing coal feedstock for the Southern African value chain, mainly for gasification, but also to generate electricity and steam. Coal is sold for gasification and utility purposes to Secunda Synfuels, for utility purposes to Sasolburg Operations; and to third parties in the export market.
Mining sells coal under both long- and short-term contracts at a price determinable from the agreements. Turnover is recognised upon delivery of the coal to the customer, which, in accordance with the related contract terms is the point at which the control passes to the customer. Prices are fixed or determinable and collectability is probable.
The date of delivery related to Mining is determined in accordance with the contractual agreements entered into with customers. These are summarised as follows:
Delivery terms |
|
Control passes to the customer |
|
|
|
Free on Board |
|
At the point in time when the coal is loaded onto the vessel at Richards Bay Coal Terminal; the customer is responsible for shipping and handling costs. |
The related costs of sales are recognised in the same period as the supply of the coal and include any shipping and handling costs incurred. All inter-segment sales are conducted at market related prices.
Exploration and Production International
Exploration and Production International (E&PI) develops and manages the groups upstream interests in oil and gas exploration and production in Mozambique, South Africa, Canada and Gabon.
E&PI sells Mozambican gas under long-term contracts to both Sasol and external customers, condensate on short-term contracts and Canadian gas into the market at spot prices. Oil is sold to customers under annual contracts. Prices are determinable from the agreements and on the open market.
Delivery terms |
|
Control passes to the customer |
|
|
|
On-delivery |
|
At the point in time when the: |
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|
|
|
|
· Gas reaches the inlet coupling of the customers pipeline. |
|
|
|
|
|
· Condensate is loaded onto the customers truck. |
|
|
|
|
|
· Oil passes into the inlet flange of the customer vessels intake pipe. |
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|
|
|
|
These are the points when the customer controls the gas, condensate, or oil, or directs the use of it. The customer is responsible for transportation and handling costs in terms of gas, condensate and oil. |
Strategic business units
Performance Chemicals
Performance Chemicals markets commodity and differentiated performance chemicals. The key product lines are organics, waxes and advanced materials. These are produced in various Sasol production facilities around the world.
Base Chemicals
Base Chemicals markets commodity chemicals based on the groups upstream Fischer-Tropsch, ethylene, propylene and ammonia value chains. The key product lines are polymers, solvents and ammonia-based explosives and fertilisers. These are produced in various Sasol production facilities around the world.
The Base and Performance Chemicals businesses sell the majority of their products under contracts at prices determinable from such agreements. Turnover is recognised upon delivery which, in accordance with the related contract terms, is the point at which control transfer to the customer. Prices are determinable and collectability is probable.
The point of delivery is determined in accordance with the contractual agreements entered into with customers which are as follows:
Delivery terms |
|
Control passes to the customer: |
|
|
|
Ex-tank sales |
|
At the point in time when products are loaded into the customers vehicle or unloaded from the sellers storage tanks. |
|
|
|
Ex-works |
|
At the point in time when products are loaded into the customers vehicle or unloaded at the sellers premises. |
|
|
|
Carriage Paid To (CPT); Cost Insurance Freight |
|
Products CPT: At the point in time when the product is delivered to a specified location or main carrier. |
|
|
|
(CIF); Carriage and |
|
Products CIF, CIP and CFR: At the point in time when the products are loaded into the transport vehicle. |
|
|
|
Insurance Paid (CIP); and Cost Freight Railage (CFR) |
|
Carriage, freight and insurance: Over the period of transporting the products to the customers nominated place where the seller is responsible for carriage, freight and insurance costs, which are included in the contract. |
|
|
|
Free on Board |
|
At the point in time when products are loaded into the transport vehicle; the customer is responsible for shipping and handling costs. |
|
|
|
Delivered at Place |
|
At the point in time when products are delivered to and signed for by the customer. |
|
|
|
Consignment Sales |
|
As and when products are consumed by the customer. |
Energy
Energy is responsible for the sales and marketing of liquid fuels, pipeline gas and electricity. In South Africa, Energy sells approximately nine billion liters of liquid fuels annually, blended from fuel components produced by the Secunda Synfuels operations, crude oil refined at Natref, as well as some products purchased from other refiners. Energy markets approximately 55 billion standard cubic feet (bscf) of natural and methane-rich gas a year.
Energy sells liquid fuel products under both short- and long-term agreements for both retail sales and commercial sales, including sales to other oil companies. The prices for retail sales are regulated and fixed by South African law. For commercial sales and sales to other oil companies, the prices are fixed and determinable according to the specific contract, with periodic price adjustments.
Turnover for the supply of fuel is based on measurement through a flow-meter into customers tanks. Turnover is derived from the sale of goods produced by the operating facilities and is recognised when, in accordance with the related contract terms, control passes to the customer. Prices are fixed or determinable and collectability is probable. Shipping and handling costs are included in turnover when billed to customers in conjunction with the sale of the products. Turnover is also derived from the rendering of engineering services to external partners in joint ventures upon the proof of completion of the service.
Gas is sold under long-term contracts at a price determinable from the supply agreements in accordance with the pricing methodology used by the National Energy Regulator of South Africa (NERSA). Gas analysis and tests of the specifications and content are performed prior to delivery.
Turnover is recognised under the following arrangements:
Service/good |
|
Delivery terms |
|
Control passes to the customer: |
Sale of fuel |
|
On-delivery |
|
At the point in time when the fuel is delivered onto the rail tank car, road tank truck or into the customer pipeline. |
|
|
|
|
|
|
|
Free Carrier |
|
At the point in time when the goods are unloaded to the port of shipment; Sasol is not responsible for the freight and insurance. |
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|
|
|
|
|
|
Carriage Paid To |
|
Products: At the point in time when the product is delivered to a specified location or main carrier. |
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|
|
|
|
|
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|
|
Freight: Over the period of transporting the goods to the customers nominated place where the seller is responsible for freight costs, which are included in the contract. |
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|
|
|
|
Sale of gas |
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On-delivery |
|
At the point in time when the gas has reached the inlet coupling of the customers pipeline. |
|
|
|
|
|
Sale of electricity |
|
On-delivery |
|
At the point in time when the electricity passes through the supply points to the customers transmission line. |
The Energy business also develops, implements and manages the groups international business ventures based on Sasols proprietary gas-to-liquids (GTL) technology. Sasol holds 49% in ORYX GTL in Qatar. We disposed of our indirect shareholding in Escravos GTL (EGTL) in Nigeria during June 2020.
Group Functions
Group Functions includes head office and centralised treasury operations.
1 Statement of compliance
The consolidated financial statements are prepared in compliance with International Financial Reporting Standards (IFRS) and Interpretations of those standards, as issued by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council and the South African Companies Act, 2008. The consolidated financial statements were approved for issue by the Board of Directors on 17 August 2020 and will be presented to shareholders at the Annual General Meeting on 20 November 2020.
Basis of preparation of financial results
The consolidated financial statements are prepared using the historic cost convention except that, certain items, including derivative instruments, liabilities for cash-settled share-based payment schemes, financial assets at fair value through profit or loss and financial assets designated at fair value through other comprehensive income, are stated at fair value. The consolidated financial results are presented in rand, which is Sasol Limiteds functional and presentation currency, rounded to the nearest million.
The consolidated financial statements are prepared on the going concern basis. Refer to note 2.
The comparative figures are reclassified or restated as necessary to afford a proper and more meaningful comparison of results as set out in the affected notes to the financial statements.
Accounting policies
The accounting policies applied in the preparation of these consolidated financial statements are in terms of IFRS and are consistent with those applied in the consolidated annual financial statements for the year ended 30 June 2019, except for the adoption of IFRS 16 Leases and the Amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosure, and IFRIC 23 Uncertainty Over Income Tax Treatments with effect from 1 July 2019. The amendments to IFRS 9, IAS 39, IFRS 7 and IFRIC 23 were applied prospectively. These accounting policies are consistently applied throughout the group.
Accounting standards, interpretations and amendments to published accounting standards
IFRS 16 Leases
IFRS 16 replaces IAS 17 Leases as well as three Interpretations (IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease).
IFRS 16 introduces a single lease accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right of use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments.
Sasol adopted IFRS 16 with effect from 1 July 2019 using the modified retrospective approach, which allows the cumulative effect of initially applying the standard to be recognised in equity as an adjustment to the opening retained earnings at adoption date, with no restatement of comparative financial information required. The adoption of the standard has a material effect on the groups financial statements, significantly increasing the groups recognised assets and liabilities.
IFRS 16 provides a revised definition for leases whereby contracts that convey the right to control the use of an identified asset for a period of time in exchange for consideration are accounted for as leases.
Sasol reviewed contracts previously classified as leases under IAS 17 to determine whether the contract contains a lease on adoption date, and evaluated whether any significant contracts not previously accounted for as leases contained a lease under IFRS 16.
At 1 July 2019, additional lease liabilities were recognised for leases previously classified as operating leases under IAS 17. These lease liabilities were measured at the present value of lease payments over the remaining reasonably certain lease period, discounted using entity-specific incremental borrowing rates as of 1 July 2019. The discount rates incorporate factors such as the lessees country of operation, the lease term, the nature of the asset and the commencement date of the lease. On transition, the incremental borrowing rates applied in deriving the total lease liability range from 8,2% to 11,5% (South African rand denominated leases), 0,9% to 8,1% (Eurasia) and 3,7% to 5,6% (United States).
On 1 July 2019, a corresponding right of use asset was recognised for an amount equal to the aforementioned lease liability, adjusted for any prepaid or accrued lease payment on the contract as at 30 June 2019, as well as for any restoration obligation. In terms of the transition options allowed by IFRS 16, leases with a remaining contract period of less than 12 months from adoption date were not recognised on the statement of financial position but continue to be expensed through the income statement on a straight-line basis. As allowed practical expedients in IFRS 16, initial direct costs were excluded from the measurement of the right of use asset at adoption date, a single discount rate was used in certain instances for a portfolio of leases with reasonably similar characteristics, hindsight was used in the determination of the lease term in the case of renewal or termination options and relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review to determine that no onerous contracts existed at 1 July 2019.
With the application of the definition of leases contained in IFRS 16, certain contracts previously accounted for as operating or finance leases under IAS 17 are no longer accounted for as leases, but rather as service contracts. This was mainly where it was determined that Sasol do not control how and for what purpose the asset is used. For leases previously classified as finance leases, the respective right of use assets and lease liabilities were measured at adoption date at the same amounts as under IAS 17 immediately preceding the adoption of IFRS 16.
The impact of the adoption of IFRS 16 on the groups statement of financial position at 1 July 2019 is as follows:
|
|
30 June
|
|
IFRS 16
|
|
1 July
|
|
Assets |
|
|
|
|
|
|
|
Property, plant and equipment |
|
233 549 |
|
(7 417 |
) |
226 132 |
|
Assets under construction |
|
127 764 |
|
(71 |
) |
127 693 |
|
Right of use assets |
|
|
|
16 045 |
|
16 045 |
|
Goodwill and other intangible assets |
|
3 357 |
|
|
|
3 357 |
|
Equity accounted investments |
|
9 866 |
|
|
|
9 866 |
|
Other long-term investments |
|
1 248 |
|
|
|
1 248 |
|
Post-retirement benefit assets |
|
1 274 |
|
|
|
1 274 |
|
Long-term receivables and prepaid expenses |
|
6 317 |
|
(191 |
) |
6 126 |
|
Long-term financial assets |
|
15 |
|
|
|
15 |
|
Deferred tax assets |
|
8 563 |
|
|
|
8 563 |
|
Non-current assets |
|
391 953 |
|
8 366 |
|
400 319 |
|
Assets in disposal groups held for sale |
|
2 554 |
|
|
|
2 554 |
|
Inventories |
|
29 646 |
|
|
|
29 646 |
|
Tax receivable |
|
730 |
|
|
|
730 |
|
Trade and other receivables |
|
28 578 |
|
(13 |
) |
28 565 |
|
Short-term financial assets |
|
630 |
|
|
|
630 |
|
Cash and cash equivalents |
|
15 877 |
|
|
|
15 877 |
|
Current assets |
|
78 015 |
|
(13 |
) |
78 002 |
|
Total assets |
|
469 968 |
|
8 353 |
|
478 321 |
|
Equity and liabilities |
|
|
|
|
|
|
|
Shareholders equity |
|
219 910 |
|
(290 |
) |
219 620 |
|
Non-controlling interests |
|
5 885 |
|
|
|
5 885 |
|
Total equity |
|
225 795 |
|
(290 |
) |
225 505 |
|
Long-term debt |
|
127 350 |
|
(1 005 |
) |
126 345 |
|
Lease liabilities |
|
7 445 |
|
7 933 |
|
15 378 |
|
Long-term provisions |
|
17 622 |
|
|
|
17 622 |
|
Post-retirement benefit obligations |
|
12 708 |
|
|
|
12 708 |
|
Long-term deferred income |
|
924 |
|
(152 |
) |
772 |
|
Long-term financial liabilities |
|
1 440 |
|
624 |
|
2 064 |
|
Deferred tax liabilities |
|
27 586 |
|
(111 |
) |
27 475 |
|
Non-current liabilities |
|
195 075 |
|
7 289 |
|
202 364 |
|
Liabilities in disposal groups held for sale |
|
488 |
|
|
|
488 |
|
Short-term debt |
|
3 783 |
|
1 383 |
|
5 166 |
|
Short-term provisions |
|
3 289 |
|
|
|
3 289 |
|
Tax payable |
|
1 039 |
|
|
|
1 039 |
|
Trade and other payables |
|
39 466 |
|
(29 |
) |
39 437 |
|
Short-term deferred income |
|
210 |
|
|
|
210 |
|
Short-term financial liabilities |
|
765 |
|
|
|
765 |
|
Bank overdraft |
|
58 |
|
|
|
58 |
|
Current liabilities |
|
49 098 |
|
1 354 |
|
50 452 |
|
Total equity and liabilities |
|
469 968 |
|
8 353 |
|
478 321 |
|
1 Statement of compliance continued
The application of the new standard has a significant impact on the presentation and timing of expenditure.
Under IFRS 16, expenses related to leases previously classified as operating leases are now recognised in the income statement over the lease term as amortisation of the right of use asset and interest expense relating to the lease liability, whereas these expenditures were previously predominantly disclosed as expenditure on Selling and distribution costs, Maintenance expenditure and Other operating expenses on a straight-line basis.
Following the adoption of IFRS 16, payments relating to leases previously classified as operating leases are presented under cash flow from financing activities, representing the payment of principal, and as operating cash flows, representing the payment of interest. Under IAS 17, these payments were primarily reflected as cash flows from operating activities.
The following table provides a reconciliation of the operating lease commitments and finance lease liabilities recognised as at 30 June 2019 to the total lease liability recognised on the group balance sheet in accordance with IFRS 16 as at 1 July 2019.
|
|
Rm |
|
Operating lease commitments disclosed as at 30 June 2019 |
|
24 081 |
|
Short-term leases not recognised as a liability |
|
(144 |
) |
Low-value leases not recognised as a liability |
|
(18 |
) |
Discounting at lessees incremental borrowing rate |
|
(11 835 |
) |
Discounted operating lease commitments as at 30 June 2019 |
|
12 084 |
|
Finance lease liabilities recognised as at 30 June 2019 |
|
7 770 |
|
Contracts reassessed as not being lease contracts |
|
(3 850 |
) |
Adjustments as a result of different treatment of extension and termination options |
|
1 408 |
|
Other |
|
(305 |
) |
Lease liabilities recognised as at 1 July 2019 |
|
17 107 |
|
Non-current |
|
15 378 |
|
Current |
|
1 729 |
|
Amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosure
These amendments provide certain reliefs in connection with interest rate benchmark (IBOR) reform. The reliefs relate to hedge accounting and have the effect that IBOR reform should not generally cause hedge accounting to terminate. However, any hedge ineffectiveness should continue to be recorded in the income statement. The IBOR reform amendment was early adopted. The adoption of these amendments had no impact on the groups financial statements.
IFRIC 23 Uncertainty over Income Tax Treatments
IFRIC 23 clarifies how the recognition and measurement requirements of IAS 12 Income taxes are applied where there is uncertainty over income tax treatments. The adoption of IFRIC 23 had no impact on the group at 30 June 2020.
Accounting standards, interpretations and amendments not yet effective
Amendments to IFRS 3 Business Combination
The amendments narrow and clarify the definition of a business. They also permit a simplified assessment of whether an acquired set of activities and assets is a group of assets rather than a business. The amendments are effective for the group from 1 July 2020, will be applied prospectively and are not expected to significantly impact the group.
Amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
The amendments clarify and align the definition of material and provide guidance to help improve consistency in the application of that concept whenever it is used in IFRS Standards. The amendments are effective for the group from 1 July 2020, will be applied prospectively and are not expected to significantly impact the group.
IFRS 17 Insurance Contracts
IFRS 17 requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. IFRS 17 supersedes IFRS 4 Insurance Contracts. IFRS 17 is effective for the group from 1 July 2023, will be applied prospectively and is not expected to significantly impact the group.
Amendments to IAS 1 Presentation of Financial Statements
The amendments provide guidance on the classification of liabilities as current or non-currents in the statement of financial position and does not impact the amount or timing of recognition of any asset, liability income or expenses, or the information that entities disclose about those items. They clarify that the classification of liabilities as current or non-current should be based on rights that are in place at the end of the reporting period which enable the reporting entity to defer settlement by at least twelve months. The amendments further make it explicit that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability. The amendments are effective for the group from 1 July 2023, will be applied retrospectively and are not expected to significantly impact the group.
2 Going concern
Introduction
In determining the appropriate basis of preparation of the annual financial statements, the Directors are required to consider whether the Sasol Group (Group) can continue in operational existence for the foreseeable future.
Financial performance during the year
The financial performance of the Group was significantly impacted by an unprecedented set of combined challenges driven by significant decline in global oil and chemical prices and the global COVID-19 pandemic. Due to the global economic lockdowns associated with COVID-19, the Group experienced a substantial decline in demand for products, particularly in South Africa, and therefore temporarily reduced production rates at SSO in Secunda and suspended production at Natref in Sasolburg.
These events came at a time when the balance sheet was under severe pressure due to the additional expenditure required to complete the LCCP. At 30 June 2020, the balance sheet reached peak gearing at 114,5% and Net debt EBITDA, of 4,3 times (based on the Revolving Credit facility and US dollar Term Loan covenant definition).
The ability of the Group to meet its debt covenant requirements at 31 December 2020 and 30 June 2021 and repay debt as it becomes due is dependent on the timing and quantum of cash flows from operations, the ability to realise cash through a combination of asset disposals, or part thereof, and the successful raising of equity.
The Group reported a loss for the year of R91,3 billion, which compares to earnings of R6,1 billion, for the prior year. The loss in 2020 is mainly attributable to:
· Lower oil prices with Brent crude oil averaging US$51,22/bbl, and reaching a high of US$69,96/bbl and a low of US$13,24/bbl and a moderately weak average exchange rate of R15,69/US dollar. The rand per barrel price of Brent crude oil decreased by 18% to R803,64/bbl compared to R974,55/bbl in the prior year;
· The 18% decrease in the rand per barrel price of Brent crude oil coupled with softer global chemical prices and lower refining margins negatively impacted the total realised gross margins particularly during the second half of the year;
· Impairments of R111,6 billion due to the lower oil and chemicals price outlook. R72,6 billion (US$4,2 billion) of this amount related to an impairment of the Base Chemicals portfolio within Sasol Chemicals USA which has been classified as a disposal group held for sale as a result of the advanced stage of the partnering process. The remaining amount of R38,8 billion relates to impairments of other assets mainly in South Africa.
· Lower production volumes across the value chain mainly due to COVID-19. SSO reported a 3% decline in volumes and Natref production decreased by 22% compared to the prior year. At both of these operations, production was cut back due to the lower demand in South Africa;
· Outside of South Africa, the ORYX GTL joint venture reported a 57% utilisation which is significantly lower than the historical performance of between 80% to 110%. The lower utilisation rate was due to a planned extended shutdown. In the US, the operations performed in line with expectations. However, the Groups earnings were impacted by the mismatch between full year depreciation charges and costs with revenue being disproportionate due to the ramping up of most of the LCCP units which reached beneficial operations during 2020; and
· This performance was partially offset by a resilient performance by the chemicals businesses which reported an increase in volumes, largely due to higher demand for surfactants and LCCP volumes.
In March 2020, Sasol announced a comprehensive response plan to stabilise the Group in the short-term. This entailed:
· Conserving cash through self-help management actions in operational and capital expenditure of US$1 billion in 2020, with a further US$1 billion in 2021;
· Accelerating asset disposals and delivering proceeds in excess of the targeted US$2 billion; and
· Pursuing a rights issue of up to US$2 billion.
By 30 June 2020, the Group had exceeded the self-help management actions target of US$1 billion by reducing external expenditure and saving costs across various human capital levers, optimising working capital and capital expenditure by curtailing discretionary capital and keeping sustenance capital at the minimum level required to ensure safe and reliable operations.
At 30 June 2020, the group had cash and cash equivalents (excluding restricted cash) of R32,3 billion and available facilities of R10,5 billion. Refer note 17.
The Board has considered managements plans and appointed an international external advisor to assist with the risks related to going concern, the timing and successful execution of asset disposal transactions to ensure that the debt covenants are met as well as the credibility of the plans presented by management.
The Board has appointed capital market advisors and is considering various capital raising alternatives. In assessing the various options available to reduce debt, the Board is mindful of the impact that different potential disposals may have on the businesss cash flow generation thereafter and believes that a rights issue of up to US$2 billion will still be required.
The Board has no intention to cease trading, curtail operations or liquidate the businesses, other than planned asset disposals which are aligned with the Groups revised strategy to create a more focused portfolio.
Timing and success of asset disposals
As part of the asset review programme, the Group has identified numerous assets which could be disposed of, entirely or partially, and has embarked on various simultaneous initiatives to potentially dispose of these assets in a structured manner and at prices in line with the balance sheet, shareholder value and strategic objectives. Non-binding expressions of interest have been received in relation to some operations and assets which are expected to generate significant cash to enable the Group to meet its debt reduction milestones.
2 Going concern continued
The Group has made progress on the expanded and accelerated asset disposal programme by securing US$600 million of proceeds. In 2020, the Group sold 51% of its interest in the explosives business by establishing a joint venture with Eneax and sold its indirect equity interest in the Escravos GTL project in Nigeria. Subsequent to 30 June 2020, Sasol signed an exclusive negotiation agreement with Air Liquide for the sale of 16 air separation units, including the cooling tower linked to train 16, located in Secunda. The proceeds of this disposal will amount to approximately R8,5 billion.
The Group has classified R78,7 billion as net assets and liabilities in disposal groups held for sale at 30 June 2020 and expects these disposal transactions will be completed within the next 12 months. Included in net assets and liabilities in disposal groups held for sale is R68,6 billion relating to the Base Chemicals portfolio within Sasol Chemicals USA. Partnering in the Base Chemicals portfolio represents a significant step forward in delivering the asset disposal lever of the Groups comprehensive response plan announced on 17 March 2020. Proceeds from the disposal, combined with the progress with self-help measures, should make a meaningful and positive impact on Sasols financial prospects, principally as a result of the intended use of disposal proceeds to settle debt with payment obligations within the next 12 to 24 months.
The next debt maturity is the syndicated loan of R17,3 billion (US$1 billion) which matures in June 2021. This loan will be repaid from asset disposal proceeds. Refer to Note 17 for details of other loans and facilities.
As the Group operates in different businesses and geographies, the future cash generation and resultant debt levels could vary vastly in cases where different asset disposal options are decided on. Proceeds from assets sold in South Africa would require approval from the South African Reserve Bank to pay off US Dollar denominated debt and therefore the matching of currency from proceeds to reduce debt has to be carefully considered. It is also not clear on the timing of asset disposals, given the current economic conditions.
Rights issue
The Company will also pursue a rights issue of up to US$2 billion in the second half of financial year 2021 as the final step of the comprehensive response plan. The rights issue should allow Sasol to operate sustainably within its covenant thresholds and deliver on its strategy going forward. The exact amount of the rights issue and its timing is subject to prevailing operating and market conditions as well as other initiatives, such as further disposals, that Sasol may implement consistent with its Future Sasol strategic reset.
Strategic reset
A key part of the comprehensive response plan was to look beyond near-term measures and position the business for sustained profitability in a low oil price environment. This entailed reviewing and updating the strategy to bring greater focus to the portfolio and transition Sasol to a lower-carbon future. The Future Sasol will comprise two market focused businesses, Chemicals and Energy. A key decision as a result of this is the discontinuation of all oil growth activities in West Africa and resizing the upstream portfolio to focus on gas. The revision of the strategy aims to have a greater focus on enhanced cash generation, value realisation for all stakeholders and business sustainability.
The Group is in the process of developing targets with plans to reset the capital structure, improve business performance and margins and reduce the overheads by streamlining the Corporate Centre. As part of the strategic reset plan presented to the Board, future profitability and cash generation forecasts support a sustainable business going forward. The forecasts and process followed to develop the targets have been reviewed by independent international external advisors appointed by the Board.
Management expects to share these targets with stakeholders during November 2020, once the formal review processes have been completed.
Solvency and Liquidity
As a result of the liquidity constraints, weak trading environments and the risk of a second COVID-19 outbreak, the Board undertook a comprehensive assessment of the Group, including the Groups solvency and liquidity status.
Solvency
At 30 June 2020, after impairments, the valuations of the Groups assets indicate that their fair values exceed their carrying values as well as the external debt. The asset base of the Group comprises mainly tangible assets with significant value, reflected in the records of the underlying businesses.
As such, the Board is of the view that given the significant headroom in the fair value of the assets over the fair value of the liabilities (including contingent liabilities), the Group is solvent as at 30 June 2020 and at the date of this report.
Liquidity management
Although still cash positive, the Group has limited cash flow available to cover operating expenses, interest and capital expenditure at 30 June 2020. As outlined to stakeholders previously, this was mainly due to the oil price collapse and COVID-19 economic impacts which came at a time when the balance sheet was at peak gearing due to expenditure incurred to complete the LCCP. Additionally, the Groups credit rating was downgraded as a result of the impact of the COVID-19 pandemic on global growth and the volatility in the oil price. The cost of some of the Groups floating rate debt is partly linked to the credit rating. The revised credit rating profile will therefore result in an increase in finance costs from existing facilities of approximately US$50 million per annum.
The ability of the Group to meet its debt covenant requirements at 31 December 2020 and 30 June 2021 and repay debt as it becomes due is dependent on the timing and quantum of cash flows from operations, the ability to realise cash through a combination of asset disposals, or part thereof, and the successful raising of equity.
To address the risk of short-term cash pressure, management has prepared budgets for 2021 and 2022, as well as a robust liquidity model which includes cash flow forecasts covering a period of nine months from the date of these financial statements.
The Group liquidity model is a monthly consolidation of the Groups individual business cash flow forecasts. The cash flows forecasts are based on estimated free cash flow from operations, on a monthly basis, for the upstream Mining and Oil and Gas Exploration entities, the manufacturing operations globally and the selling business units, being Base Chemicals, Performance Chemicals and Energy. The cash flow forecasts have been adjusted for planned disposals over the next 12 months.
The cash flow forecasts are prepared monthly and reviewed by management. They are evaluated against forecasted expectations and variances are monitored and scrutinised. Various scenarios and stress testing analysis are performed to test the robustness of the cash flow forecasts. To address future possible cash outflows, detailed performance and operational liquidity improvement initiatives have been developed, with their implementation regularly monitored. The forecasts and any variances are presented to the Board at least on a quarterly basis or more frequently as required.
Performance and liquidity improvement initiatives undertaken during 2020 and will continue into 2021:
The following steps were taken to stabilise the business and improve the liquidity position:
· Revising the strategy Clear portfolio choices, including a decision to stop all oil growth activities in West Africa has resulted in immediate cash and capital savings which will be sustainable, beyond 2020;
· Weekly cash war room On a weekly basis, management reviewed the monthly cash forecast relative to actions being taken to reduce or defer cash outflows, and understand the forecast cash position of the Company for the next six months;
· Hedging activities The Group continued to execute on its hedging programme and focused on covering its exposure to oil, the Rand/US dollar exchange rate and ethane prices as the three key drivers which impact on profitability;
· Cost reduction The necessity and quantum of expenditure in this fiscal year was challenged on a top down and bottoms up basis and a substantial cost reduction work stream was implemented to reduce external spend with a focus on all discretionary expenditure;
· Human capital levers A moratorium was implemented on external recruitment to fill non-critical vacancies and on the use of hired labour and consultants for non-critical activities. In parallel, short-term incentive payments were ceased for 2020 whilst salary sacrifices were implemented on a sliding scale with suspension of employer contributions to the various retirement funds for an initial period of eight months up to December 2020;
· Capital optimisation Capital expenditure was reduced substantially by curtailing discretionary capital whilst keeping sustenance capital at the minimum level required to ensure safe and reliable operations. Capital in excess of R5 billion was deferred in 2020 through prioritisation using a risk-based approach and use of digitalisation;
· Working capital The Group has been able to contribute positively to cash on hand through the recovery of long- outstanding debtors, managing of payables and maintaining an optimal inventory levels. Working capital is, and continues to be, tracked and measured on a monthly basis; and
· Tax Certain tax payments were deferred as part of a COVID-19 cash relief measures as agreed with the relevant tax authorities.
In addition, the Group signed a covenant waiver with its lenders in June 2020. In the waiver agreement, the lenders agreed to waive the covenant at June 2020 and lift the December 2020 covenant from a Net debt: EBITDA of 3,0 times to 4,0 times. The Net debt: EBITDA covenant at 30 June 2021 is 3,0 times.
This additional flexibility is consistent with Sasols broader capital allocation framework and subject to conditions which are customary for such covenant amendments. These include provisions to prioritise debt reduction at this time, commitments that there will be no dividend payments nor acquisitions while Sasols leverage is above 3,0 times Net debt: EBITDA and that the 2021 capital expenditure will not exceed the forecast level of R21 billion by more than 10%. Sasol will also reduce the size of its facilities as debt levels are reduced, whilst continuing to maintain a strong liquidity position.
At 30 June 2020, the Group had access to facilities of R199,9 billion, of which R189,4 billion was utilised. Refer to note 17 for more detail.
Estimates and judgements considered within the liquidity assessment
Management has considered a number of estimates, judgements and assumptions in performing the liquidity assessments, the most significant of which are listed and expanded upon below:
· The Group has applied macroeconomic assumptions in the cash flow forecast and has modelled a Brent crude oil price of US$42/bbl (in real terms) and a Rand/US dollar exchange rate of R15,47 in 2021. These assumptions are applied across the Group to ensure a consistent forecasting base;
· The Group assumed a working capital percentage of 16%, compared to the 12% achieved in 2020. The Group will monitor if the initiatives implemented in 2020 to reduce working capital are sustainable before adjusting this assumption;
· Sasol has applied a 50% partnering of the Base Chemicals portfolio adjustment within Sasol Chemicals USA in 2021 and as such has proportionately downward adjusted the earnings contribution from this asset. The potential proceeds have been assumed to be applied to the repayment of debt in the cash flow forecast. The transaction is at an advanced stage and management believes that the closing of the transaction by December 2020 is probable. In the event that the disposal transaction is not successful, the Board will consider the sale of other enabling and core assets to meet its covenants requirements in December 2020 and June 2021. The standby underwriting agreement entered into in March 2020 is subject to a number of conditions including significant progress in Sasols expanded and accelerated asset disposal programme measured from March 2020. The timing and successful execution of the disposal of the Base Chemicals portfolio within Sasol Chemicals USA therefore places doubt on the Groups going concern assumption. The Board has engaged with two corporate finance advisors to assist with reviewing and executing of this disposal transaction and receives feedback on a weekly basis from management. A committee of the Board, led by the Chairman of the Board, has been established to oversee the asset disposal process. The independent valuations of the assets considered for disposal and results of the due diligence are presented to this committee for review. The focus of the committee is to ensure that assets are sold at fair value;
· Continue with the oil hedging programme. For the first quarter of 2021, approximately 80% of SSOs liquid fuels exposure was hedged, translating to 6 million barrels. Oil hedges for the remainder of 2021 are in progress with 5,5 million hedged barrels using put options;
· LCCP units ramp up in line with expectation and ethane prices are between 30 to 35US cents per gallon;
· Continued positive results in the short-term from the comprehensive response plan in 2021;
2 Going concern continued
· The reduction in debt through the sale of assets and/or equity raising to meet the debt reduction milestones;
· The availability of working capital facilities to cover any shortfall during planned annual shutdowns of operations;
· Business operations resume to pre-COVID-19 levels in 2021; and
· Full current liability repayments are forecast and considered within the liquidity model as an outflow, based on the expected timing of outflow, and a normalised working capital, relevant to the reduced business size, introduced due to asset disposals.
The Board remains focused on and committed to the strategic reset (Future Sasol) that is aimed at sustainably unlocking cash through gross margin improvements, cash cost reduction, significant reduction in overheads at the Corporate Office and
optimisation of capital expenditure by 2025. The planned asset disposals combined with a rights issue and the Future Sasol are expected to result in a more sustainable and resilient capital structure and improved shareholder returns.
Conclusion
The Group incurred a consolidated net loss of R91 272 million during the year ended 30 June 2020 and its ability to meet its debt covenant requirements at 31 December 2020 and 30 June 2021 and repay debt as it becomes due is dependent on the timing and quantum of cash flows from operations, the ability to realise cash through a combination of asset disposals, or part thereof, and the successful raising of equity, that raise substantial doubt about its ability to continue as a going concern. The Group intends to realise cash through a combination of asset disposals, or part thereof, and the successful raise of equity.
Management believes that the net proceeds of any such transactions, together with cash flows from operations of the business, will be sufficient to meet its debt covenants at 31 December 2020 and 30 June 2021. There can be no assurance, however, that the Group will be able to complete these transactions.
The accompanying consolidated financial statements are prepared on a going concern basis and therefore do not include any adjustments that might result from the outcome of this uncertainty.
OPERATING AND OTHER ACTIVITIES
3 Turnover
for the year ended 30 June |
|
2020
|
|
2019
|
|
2018*
|
|
Revenue by major product line |
|
|
|
|
|
|
|
Base Chemicals |
|
51 868 |
|
48 113 |
|
43 262 |
|
Polymers |
|
30 275 |
|
25 864 |
|
22 332 |
|
Solvents |
|
13 226 |
|
13 178 |
|
12 948 |
|
Fertilisers and explosives |
|
3 820 |
|
4 718 |
|
4 145 |
|
Other base chemicals(1) |
|
4 547 |
|
4 353 |
|
3 837 |
|
Performance Chemicals |
|
68 316 |
|
67 228 |
|
63 916 |
|
Organics |
|
52 189 |
|
51 405 |
|
49 005 |
|
Waxes |
|
8 927 |
|
8 474 |
|
8 456 |
|
Advanced materials |
|
7 200 |
|
7 349 |
|
6 455 |
|
Upstream, Energy and Other |
|
|
|
|
|
|
|
Coal |
|
1 343 |
|
3 222 |
|
3 446 |
|
Liquid fuels and crude oil(2) |
|
59 775 |
|
75 819 |
|
62 555 |
|
Gas (methane rich and natural gas) and condensate(2) |
|
5 953 |
|
5 986 |
|
5 411 |
|
Other (Technology, refinery services)(3) |
|
2 313 |
|
2 308 |
|
1 933 |
|
Revenue from contracts with customers(4) |
|
189 568 |
|
202 676 |
|
180 523 |
|
Revenue from other contracts (franchise rentals, use of fuel tanks and fuel storage) |
|
799 |
|
900 |
|
938 |
|
|
|
190 367 |
|
203 576 |
|
181 461 |
|
* Sale of goods (2018 R178 463 million), services rendered (2018 R1 612 million) and other trading income (2018 R1 386 million).
(1) Phenolics, Ammonia and Speciality Gases.
(2) Relate to the Exploration and Production International and Energy segments.
(3) Other includes revenue in relation to different insignificant performance obligations mainly for the Energy segment.
(4) Total turnover from our North American operations increased with 15,6% year-on-year, while the total turnover from the rest of the world decreased with 10%.
Accounting policies:
IFRS 15 applicable from 2019 onwards:
Revenue from contracts with customers is recognised when the control of goods or services has transferred to the customer through the satisfaction of a performance obligation. Group performance obligations are satisfied at a point in time and over time, however the group mainly satisfies its performance obligations at a point in time.
Revenue recognised reflects the consideration that the group expects to be entitled to for each distinct performance obligation after deducting indirect taxes, rebates and trade discounts and consists primarily of the sale of oil, natural gas and chemical products, services rendered, license fees and royalties. The group allocates revenue based on stand-alone selling price.
The group enters into exchange agreements with the same counterparties for the purchase and sale of inventory that are entered into in contemplation of one another. When the items exchanged are similar in nature, these transactions are combined and accounted for as a single exchange transaction. The exchange is recognised at the carrying amount of the inventory transferred.
Revenue from arrangements that are not considered contracts with customers, mainly pertaining to franchise rentals, use of fuel tanks and fuel storage, is presented as revenue from other contracts.
The period between the transfer of the goods and services to the customer and the payment by the customer does not exceed 12 months and the group does not adjust for time value of money.
For further information on revenue recognition, refer to Segment information on pages 7 to 8.
IAS 18 applicable to 2018:
Revenue is recognised at the fair value of the consideration received or receivable net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, services rendered, licence fees and royalties.
Revenue is recognised when the following criteria are met:
· evidence of an arrangement exists;
· delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;
· transaction costs can be reliably measured;
· the selling price is fixed or determinable; and
· collectability is reasonably assured.
The timing of revenue recognition is as follows. Revenue from:
· the sale of products is recognised when the group has substantially transferred all the risks and rewards of ownership and no longer retains continuing managerial involvement associated with ownership or effective control;
· services rendered is based on the stage of completion of the transaction, based on the proportion that costs incurred to date bear to the total cost of the project; and
· licence fees and royalties are recognised on an accrual basis.
The group enters into exchange agreements with the same counterparties for the purchase and sale of inventory that are entered into in contemplation of one another. When the items exchanged are similar in nature, these transactions are combined and accounted for as a single exchange transaction. The exchange is recognised at the carrying amount of the inventory transferred.
4 Materials, energy and consumables used*
for the year ended 30 June |
|
2020
|
|
2019
|
|
2018
|
|
Cost of raw materials |
|
78 030 |
|
79 774 |
|
66 928 |
|
Cost of energy and other consumables used in production process |
|
12 079 |
|
10 815 |
|
9 678 |
|
|
|
90 109 |
|
90 589 |
|
76 606 |
|
* Materials, energy and consumables used at our North American operations increased with 34,9% year-on-year, while these costs from the rest of the world decreased 5,4%.
The cost increase in the North American operations relates mainly to utilities and raw material cost associated with the increased volumes due to the LCCP ramp-up.
Costs relating to items that are consumed in the manufacturing process, including changes in inventories and distribution costs up until the point of sale.
Other commitments
for the year ended 30 June |
|
2020
|
|
2019
|
|
Secunda Synfuels Operations |
|
1 386 |
|
173 |
|
Within one year One to five years |
|
6 444 |
|
713 |
|
More than five years |
|
31 108 |
|
1 416 |
|
|
|
38 938 |
|
2 302 |
|
Other commitments relate to the Oxygen Train 17 oxygen supply agreement and the water reticulation long-term water supply agreement. The increase in the current year relates to the Oxygen Train 17 payments which consist of an oxygen supply and fixed management fee component. The contract period runs to 2037, with an option to renew the contract to 2050. The renewal option is not taken into account in the calculation of the commitments. The water reticulation payments are determined based on the quantity of water consumed over the 20 year period of the agreement.
5 Employee-related expenditure
for the year ended 30 June |
|
Note |
|
2020
|
|
2019
|
|
2018
|
|
Analysis of employee costs |
|
|
|
|
|
|
|
|
|
Labour |
|
|
|
30 266 |
|
30 706 |
|
28 448 |
|
salaries, wages and other employee-related expenditure post- |
|
|
|
27 964 |
|
28 665 |
|
26 388 |
|
retirement benefits* |
|
|
|
2 302 |
|
2 041 |
|
2 060 |
|
Share-based payment expenses |
|
|
|
1 741 |
|
1 219 |
|
1 565 |
|
equity-settled |
|
39 |
|
1 946 |
|
1 659 |
|
910 |
|
cash-settled |
|
38 |
|
(205 |
) |
(440 |
) |
655 |
|
Total employee-related expenditure |
|
|
|
32 007 |
|
31 925 |
|
30 013 |
|
Costs capitalised to projects |
|
|
|
(1 340 |
) |
(1 997 |
) |
(2 545 |
) |
Per income statement |
|
|
|
30 667 |
|
29 928 |
|
27 468 |
|
* Employer contributions to the retirement funds have been suspended from 1 May 2020 due to current cash conservation measures. There is currently no obligation for these funds to be paid in the future.
The total number of permanent and non-permanent employees, in approved positions, including the groups share of employees within joint operation entities and excluding contractors, joint ventures and associates employees, is analysed below:
for the year ended 30 June |
|
2020
|
|
2019
|
|
2018
|
|
Permanent employees |
|
30 670 |
|
31 112 |
|
31 020 |
|
Non-permanent employees |
|
331 |
|
317 |
|
250 |
|
|
|
31 001 |
|
31 429 |
|
31 270 |
|
The number of employees by area of employment is analysed as follows:
for the year ended 30 June |
|
2020
|
|
2019
|
|
2018
|
|
Business segmentation |
|
|
|
|
|
|
|
· Mining |
|
7 433 |
|
7 402 |
|
7 471 |
|
· Exploration and Production International |
|
424 |
|
419 |
|
430 |
|
· Energy |
|
5 094 |
|
5 118 |
|
5 069 |
|
· Base Chemicals* |
|
7 923 |
|
8 090 |
|
7 724 |
|
· Performance Chemicals |
|
5 815 |
|
5 667 |
|
5 600 |
|
· Group Functions |
|
4 312 |
|
4 733 |
|
4 976 |
|
Total operations |
|
31 001 |
|
31 429 |
|
31 270 |
|
* On 1 July 2020, 968 employees were transferred to Enaex SA after the disposal of our explosives business.
Accounting policies:
Remuneration of employees is charged to the income statement, except where it is capitalised to projects in line with the accounting policy for assets under construction.
Short-term employee benefits
Short-term employee benefits includes salaries, wages and costs of temporary employees, paid vacation leave, sick leave and incentive bonuses.
Long-term employee benefits
Long-term employee benefits are those benefits that are expected to be wholly settled more than 12 months after the end of the annual reporting period, in which the services have been rendered and are discounted to their present value.
Post-retirement benefits
Further information on these benefits is provided in note 37, and include defined benefit contribution plans, as well as defined benefit plans.
6 Translation (losses)/gains
for the year ended 30 June |
|
2020
|
|
2019
|
|
2018
|
|
Arising from |
|
|
|
|
|
|
|
Trade and other receivables |
|
1 275 |
|
98 |
|
132 |
|
Trade and other payables |
|
(891 |
) |
(372 |
) |
(354 |
) |
Foreign currency loans* |
|
(6 946 |
) |
965 |
|
(103 |
) |
Other |
|
20 |
|
(87 |
) |
314 |
|
|
|
(6 542 |
) |
604 |
|
(11 |
) |
Business segmentation |
|
|
|
|
|
|
|
· Mining |
|
(10 |
) |
(19 |
) |
(18 |
) |
· Exploration and Production International |
|
(560 |
) |
(79 |
) |
289 |
|
· Energy |
|
(360 |
) |
(337 |
) |
(45 |
) |
· Base Chemicals |
|
546 |
|
(124 |
) |
(5 |
) |
· Performance Chemicals |
|
352 |
|
51 |
|
45 |
|
· Group Functions |
|
(6 510 |
) |
1 112 |
|
(277 |
) |
Total operations |
|
(6 542 |
) |
604 |
|
(11 |
) |
* Relates to intergroup exposure on foreign currency loans. A portion of the LCCP has been financed with US dollar funds through intergroup loans.
Differences arising on the translation of monetary assets and liabilities into functional currency.
7 Other operating expenses and income
for the year ended 30 June |
|
2020
|
|
2019
|
|
2018
|
|
Rentals(1) |
|
|
|
1 845 |
|
1 497 |
|
Short-term lease expense |
|
525 |
|
|
|
|
|
Insurance |
|
681 |
|
514 |
|
432 |
|
Computer costs |
|
2 469 |
|
2 155 |
|
2 042 |
|
Hired labour |
|
844 |
|
786 |
|
838 |
|
Audit remuneration(2) |
|
144 |
|
97 |
|
88 |
|
Derivative losses (including foreign exchange contracts)(3) |
|
6 997 |
|
2 465 |
|
3 927 |
|
Professional fees |
|
2 067 |
|
2 226 |
|
1 971 |
|
Enablement of digital and continuous improvement initiatives |
|
333 |
|
454 |
|
409 |
|
Other |
|
1 734 |
|
1 772 |
|
1 562 |
|
Changes in rehabilitation provisions(4) |
|
(2 078 |
) |
1 096 |
|
(804 |
) |
Other expenses(5) |
|
10 631 |
|
9 880 |
|
6 724 |
|
Other operating income |
|
(1 446 |
) |
(1 363 |
) |
(1 410 |
) |
|
|
20 834 |
|
19 701 |
|
15 305 |
|
(1) Relates to the application of IFRS 16, as leases previously classified as operating leases under IAS 17 are now capitalised.
(2) Audit remuneration include R32 million for the audit of the independent review, commissioned by the Board of Directors, of the Lake Charles Chemical Project (LCCP).
(3) Relates mainly to the groups hedging activities. The increase in losses from 2019 relates to a loss of R1 562 million on the US dollar derivative in the Oxygen Train 17 supply agreement to our Secunda Synfuels Operations that was recognised on adoption of IFRS 16, as well as a loss of R4 298 million on our foreign exchange zero cost collars.
(4) R1,3 billion (2019 R688 million; 2018 (R803 million)) relates to the change in discount rates applied in calculating the rehabilitation provision.
(5) Increase relates to a R586 million management fee relating to the Oxygen Train 17 oxygen supply agreement with Air Liquide, which was recognised as a finance lease under IAS17. With the adoption of IFRS 16 the agreement was recognised as a service agreement.
8 Net finance costs
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
Finance income |
|
|
|
|
|
|
|
|
|
Dividends received from investments |
|
|
|
44 |
|
42 |
|
520 |
|
Notional interest received |
|
|
|
102 |
|
|
|
5 |
|
Interest received on |
|
|
|
776 |
|
745 |
|
1 191 |
|
other long-term investments loans |
|
|
|
28 |
|
27 |
|
32 |
|
and receivables |
|
|
|
293 |
|
334 |
|
359 |
|
cash and cash equivalents |
|
|
|
455 |
|
384 |
|
800 |
|
Per income statement Less: |
|
|
|
922 |
|
787 |
|
1 716 |
|
notional interest |
|
|
|
(102 |
) |
|
|
(5 |
) |
Less: interest received on tax |
|
|
|
(28 |
) |
(105 |
) |
(146 |
) |
Per the statement of cash flows |
|
|
|
792 |
|
682 |
|
1 565 |
|
Finance costs |
|
|
|
|
|
|
|
|
|
Debt |
|
|
|
8 226 |
|
6 088 |
|
4 166 |
|
debt |
|
|
|
8 090 |
|
6 044 |
|
3 880 |
|
interest rate swap net settlements |
|
|
|
136 |
|
44 |
|
286 |
|
Preference share dividends |
|
|
|
|
|
116 |
|
963 |
|
Interest on lease liabilities |
|
|
|
1 465 |
|
871 |
|
483 |
|
Other(1) |
|
|
|
52 |
|
(462 |
) |
291 |
|
|
|
|
|
9 743 |
|
6 613 |
|
5 903 |
|
Amortisation of loan costs |
|
17 |
|
135 |
|
725 |
|
462 |
|
Notional interest |
|
35 |
|
945 |
|
857 |
|
962 |
|
Total finance costs |
|
|
|
10 823 |
|
8 195 |
|
7 327 |
|
Amounts capitalised to assets under construction(2) |
|
21 |
|
(3 520 |
) |
(6 942 |
) |
(3 568 |
) |
Per income statement |
|
|
|
7 303 |
|
1 253 |
|
3 759 |
|
Total finance costs before amortisation of loan costs and notional interest |
|
|
|
9 743 |
|
6 613 |
|
5 903 |
|
Add: modification (loss)/gain |
|
17 |
|
(1 193 |
) |
109 |
|
|
|
Less: interest accrued on long-term debt, lease liabilities and short-term debt Less: |
|
|
|
(1 412 |
) |
(1 025 |
) |
(878 |
) |
interest reversed/(accrued) on tax payable(1) |
|
|
|
16 |
|
525 |
|
(228 |
) |
Per the statement of cash flows |
|
|
|
7 154 |
|
6 222 |
|
4 797 |
|
(1) Interest (reversed)/accrued on tax payable in 2019 and 2018 relates mainly to our tax litigation claim.
(2) Finance costs capitalised decreased due to the LCCP units reaching beneficial operation.
9 (Loss)/earnings and dividends per share
for the year ended 30 June |
|
2020
|
|
2019
|
|
2018
|
|
Attributable to owners of Sasol Limited |
|
|
|
|
|
|
|
Basic (loss)/earnings per share |
|
(147,45 |
) |
6,97 |
|
14,26 |
|
Headline (loss)/earnings per share |
|
(11,79 |
) |
30,72 |
|
27,44 |
|
Diluted (loss)/earnings per share |
|
(147,45 |
) |
6,93 |
|
14,18 |
|
Diluted headline (loss)/earnings per share |
|
(11,79 |
) |
30,54 |
|
27,27 |
|
Dividends per share |
|
|
|
5,90 |
|
12,90 |
|
interim |
|
|
|
5,90 |
|
5,00 |
|
final* |
|
|
|
|
|
7,90 |
|
* Declared subsequent to 30 June and has been presented for information purposes only.
Earnings per share (EPS)
Earnings per share is derived by dividing attributable earnings by the weighted average number of shares, after taking the long-term incentives (LTIs), the Sasol Inzalo and Sasol Khanyisa share transactions into account. Appropriate adjustments are made in calculating diluted, headline and diluted headline earnings per share.
for the year ended 30 June |
|
|
|
2020 |
|
2019 |
|
2018 |
|
Weighted average number of shares |
|
million |
|
617,9 |
|
616,6 |
|
612,2 |
|
(Loss)/earnings attributable to owners of Sasol Limited |
|
Rm |
|
(91 109 |
) |
4 298 |
|
8 729 |
|
Basic (loss)/earnings per share |
|
Rand |
|
(147,45 |
) |
6,97 |
|
14,26 |
|
Headline (loss)/earnings per share (HEPS)
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
million |
|
million |
|
million |
|
||
Weighted average number of shares |
|
|
|
617,9 |
|
616,6 |
|
612,2 |
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
Headline (loss)/earnings is determined as follows: |
|
|
|
|
|
|
|
|
|
(Loss)/earnings attributable to owners of Sasol Limited |
|
|
|
(91 109 |
) |
4 298 |
|
8 729 |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
Effect of remeasurement items for subsidiaries and joint operations, net of tax |
|
10 |
|
83 824 |
|
14 628 |
|
8 058 |
|
remeasurement items before tax |
|
|
|
110 834 |
|
18 645 |
|
9 901 |
|
tax effect and non-controlling interest effect |
|
|
|
(27 010 |
) |
(4 017 |
) |
(1 843 |
) |
Effect of remeasurement items for equity accounted investments |
|
10 |
|
|
|
15 |
|
11 |
|
Headline (loss)/earnings |
|
|
|
(7 285 |
) |
18 941 |
|
16 798 |
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Rand |
|
Rand |
|
Rand |
|
Headline (loss)/earnings attributable to owners of Sasol Limited |
|
|
|
|
|
|
|
Headline (loss)/earnings per share |
|
(11,79 |
) |
30,72 |
|
27,44 |
|
Diluted earnings per share (DEPS) and diluted headline earnings per share (DHEPS)
DEPS and DHEPS are calculated considering the potential dilution that could occur if all of the groups long-term incentives (LTIs) had vested, if all outstanding share options were exercised and the effect of all dilutive potential ordinary shares resulting from the Sasol Inzalo and Sasol Khanyisa Tier 1 share transactions.
The number of shares outstanding is adjusted to show the potential dilution if the LTIs and Sasol Khanyisa Tier 1 were settled in Sasol Limited shares.
The Sasol Inzalo share transaction is anti-dilutive for EPS and HEPS in 2018.
The Sasol Khanyisa Tier 2 and Khanyisa Public are anti-dilutive for EPS and HEPS in 2020, 2019 and 2018.
9 (Loss)/earnings and dividends per share continued
|
|
Number of shares |
|
||||
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
million |
|
million |
|
million |
|
Weighted average number of shares |
|
617,9 |
|
616,6 |
|
612,2 |
|
Potential dilutive effect of long-term incentive scheme* |
|
2,6 |
|
2,9 |
|
3,7 |
|
Potential dilutive effect of Sasol Khanyisa Tier 1 |
|
1,8 |
|
0,8 |
|
|
|
Diluted weighted average number of shares for DEPS and DHEPS** |
|
622,3 |
|
620,3 |
|
615,9 |
|
* On 25 November 2016, the cash-settled LTI scheme was converted to an equity-settled share scheme.
** Due to the net loss attributable to shareholders in 2020, the inclusion of the long-term incentive scheme and Khanyisa Tier 1 share options as potential ordinary shares had an anti-dilutive effect on the loss per share and were therefore not taken into account in the current year calculation of DEPS and HEPS.
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Diluted (loss)/earnings is determined as follows: |
|
|
|
|
|
|
|
(Loss)/earnings attributable to owners of Sasol Limited |
|
(91 109 |
) |
4 298 |
|
8 729 |
|
Diluted (loss)/earnings attributable to owners of Sasol Limited |
|
(91 109 |
) |
4 298 |
|
8 729 |
|
Diluted headline (loss)/earnings is determined as follows: |
|
|
|
|
|
|
|
Headline (loss)/earnings attributable to owners of Sasol Limited |
|
(7 285 |
) |
18 941 |
|
16 798 |
|
Diluted headline (loss)/earnings attributable to owners of Sasol Limited |
|
(7 285 |
) |
18 941 |
|
16 798 |
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Rand |
|
Rand |
|
Rand |
|
Diluted (loss)/earnings per share |
|
(147,45 |
) |
6,93 |
|
14,18 |
|
Diluted headline (loss)/earnings per share |
|
(11,79 |
) |
30,54 |
|
27,27 |
|
10 Remeasurement items affecting operating profit
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Note |
|
|
Rm |
|
Rm |
|
Rm |
|
Effect of remeasurement items for subsidiaries and joint operations |
|
|
|
|
|
|
|
|
|
|
Impairment of |
|
|
|
|
111 592 |
|
18 451 |
|
9 115 |
|
property, plant and equipment |
|
20 |
|
|
94 032 |
|
14 161 |
|
7 623 |
|
assets under construction |
|
21 |
|
|
13 399 |
|
4 272 |
|
1 492 |
|
right of use assets |
|
22 |
|
|
3 322 |
|
|
|
|
|
goodwill and other intangible assets |
|
|
|
|
839 |
|
11 |
|
|
|
other assets |
|
|
|
|
|
|
7 |
|
|
|
Reversal of impairment of |
|
|
|
|
|
|
(949 |
) |
(354 |
) |
property, plant and equipment |
|
20 |
|
|
|
|
(650 |
) |
|
|
assets under construction |
|
21 |
|
|
|
|
(299 |
) |
(14 |
) |
other intangible assets |
|
|
|
|
|
|
|
|
(56 |
) |
equity accounted investments |
|
|
|
|
|
|
|
|
(269 |
) |
other assets |
|
|
|
|
|
|
|
|
(15 |
) |
(Profit)/loss on |
|
|
|
|
(715 |
) |
1 109 |
|
828 |
|
disposal of property, plant and equipment |
|
11 |
|
|
25 |
|
(32 |
) |
(3 |
) |
disposal of goodwill and other intangible assets |
|
11 |
|
|
|
|
|
|
11 |
|
disposal of other assets |
|
11 |
|
|
148 |
|
|
|
(1 |
) |
disposal of businesses |
|
11 |
|
|
(1 684 |
) |
(267 |
) |
(833 |
) |
scrapping of property, plant and equipment |
|
11 |
|
|
402 |
|
556 |
|
454 |
|
disposal and scrapping of assets under construction |
|
11 |
|
|
394 |
|
852 |
|
1 200 |
|
Write-off of unsuccessful exploration wells |
|
21 |
|
|
(43 |
) |
34 |
|
312 |
|
Remeasurement items per income statement |
|
|
|
|
110 834 |
|
18 645 |
|
9 901 |
|
Tax effect |
|
|
|
|
(26 079 |
) |
(4 012 |
) |
(1 834 |
) |
Non-controlling interest effect |
|
|
|
|
(931 |
) |
(5 |
) |
(9 |
) |
Total remeasurement items for subsidiaries and joint operations, net of tax |
|
|
|
|
83 824 |
|
14 628 |
|
8 058 |
|
Effect of remeasurement items for equity accounted investments |
|
|
|
|
|
|
15 |
|
11 |
|
Total remeasurement items for the group, net of tax |
|
|
|
|
83 824 |
|
14 643 |
|
8 069 |
|
Impairment/reversal of impairments
The groups non-financial assets, other than inventories and deferred tax assets, are assessed for impairment indicators at each reporting date or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverable amounts are estimated for individual assets or, where an individual asset cannot generate cash inflows independently, the recoverable amount is determined for the larger cash generating unit to which it belongs.
Impairment calculations
The recoverable amount of the assets assessed for impairment is determined based on the higher of the fair value less costs to sell or value-in-use calculations. Key assumptions relating to this valuation include the discount rate and cash flows. Future cash flows are estimated based on financial budgets covering a five year period and extrapolated over the useful life of the assets to reflect the long term plans for the group using the estimated growth rate for the specific business or project. Where reliable cash flow projections are available for a period longer than five years, those budgeted cash flows are used in the impairment calculation. The estimated future cash flows and discount rate are post-tax, based on the assessment of current risks applicable to the specific entity and country in which it operates, as well as current market conditions. Discounting post-tax cash flows at a post-tax discount rate yields the same results as discount pre-tax cash flows at a pre-tax discount rate, assuming there are no significant temporary tax differences.
10 Remeasurement items affecting operating profit continued
Main assumptions used for impairment calculations
* Assumptions are provided on a long-term average basis. Oil price and exchange rate assumptions are calculated based on a five year period, while the ethane price is based on a ten year period. The refining margin is calculated until 2034, linked to the Sasolburg refinerys useful life. The Southern African gas purchase price is calculated until 2050, linked to the South African integrated value chains useful life.
|
|
|
|
|
|
United |
|
|
|
|
|
|
|
South |
|
States of |
|
|
|
|
|
|
|
Africa |
|
America |
|
Europe |
|
|
|
|
|
% |
|
% |
|
% |
|
Growth rate long-term Producer Price Index |
|
2020 |
|
5,50 |
|
2,00 |
|
2,00 |
|
Weighted average cost of capital* |
|
2020 |
|
14,22 |
|
7,66 |
|
7,66 9,79 |
|
Growth rate long-term Producer Price Index |
|
2019 |
|
5,50 |
|
2,00 |
|
2,00 |
|
Weighted average cost of capital* |
|
2019 |
|
13,12 |
|
7,18 |
|
7,18 9,48 |
|
Growth rate long-term Producer Price Index |
|
2018 |
|
5,50 |
|
2,00 |
|
2,00 |
|
Weighted average cost of capital* |
|
2018 |
|
12,71 |
|
7,56 |
|
7,68 9,35 |
|
* Calculated using spot market factors on 30 June.
Areas of judgement:
Management determines the expected performance of the assets based on past performance and its expectations of market developments. By its very nature, cash flow projections involve inherent risks and uncertainties which have been further aggravated by the effect of COVID-19. The group adjusted cash flow projections and budgets to include the effects of the COVID-19 pandemic. These adjustments took into account the impact of the pandemic on revenue and margins as well as the expected periods of recovery from the pandemic for each individual cash generating unit.
The weighted average growth rates used are consistent with the increase in the geographic segment long-term Producer Price Index. Estimations are based on a number of key assumptions such as reserve estimates, volume, price and product mix which will create a basis for future growth and gross margin. These assumptions are set in relation to historic figures and external reports. The impact of the COVID-19 pandemic is incorporated in our pricing assumptions through the use of the average June 2020 views obtained from two independent consultancies that reflect their current views on market development. If necessary, these cash flows are then adjusted to take into account any changes in assumptions or operating conditions that have been identified subsequent to the preparation of the budgets.
The weighted average cost of capital rate (WACC) is derived from a pricing model. The variables used in the model are established on the basis of management judgement and current market conditions. Management judgement is also applied in estimating future cash flows and defining of cash-generating units. These values are sensitive to the cash flows projected for the periods for which detailed forecasts are not available and to the assumptions regarding the long-term sustainability of the cash flows thereafter.
Determining as to whether, and by how much, cost incurred on a project is abnormal and needs to be scrapped involves judgement. The factors considered by management include the scale and complexity of the project, the technology being applied and guidance from experts in terms of what constitute abnormal wastage on the project.
Significant impairment of assets in 2020
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
Property, |
|
Assets |
|
|
|
and other |
|
|
|
|
|
|
|
plant and |
|
under |
|
Right of |
|
intangible |
|
|
|
|
|
|
|
equipment |
|
construction |
|
use assets |
|
assets |
|
Total |
|
|
|
Business Cash- |
|
2020 |
|
2020 |
|
2020 |
|
2020 |
|
2020 |
|
generating unit (CGU) |
|
segmentation |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
North American operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
US Chemicals Assets |
|
Base and Performance |
|
60 760 |
|
10 184 |
|
1 223 |
|
391 |
|
72 558 |
|
held for sale |
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
Base Chemicals |
|
210 |
|
|
|
|
|
|
|
210 |
|
South African integrated value chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sasolburg liquid fuels refinery |
|
Energy Synfuels |
|
7 803 |
|
785 |
|
|
|
6 |
|
8 594 |
|
liquid fuels refinery |
|
Energy |
|
3 834 |
|
|
|
|
|
|
|
3 834 |
|
Ammonia value chain |
|
Base Chemicals |
|
1 595 |
|
331 |
|
49 |
|
9 |
|
1 984 |
|
Acrylates & Butanol value chain |
|
Base Chemicals |
|
5 410 |
|
788 |
|
547 |
|
21 |
|
6 766 |
|
Polyethylene value chain |
|
Base Chemicals |
|
4 418 |
|
915 |
|
28 |
|
24 |
|
5 385 |
|
Chlor Vinyls value chain |
|
Base Chemicals |
|
1 474 |
|
306 |
|
17 |
|
8 |
|
1 805 |
|
Chemical Work Up & Heavy |
|
Base Chemicals |
|
434 |
|
90 |
|
780 |
|
2 |
|
1 306 |
|
Alcohols value chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
Southern Africa Wax value chain Performance Chemicals Other |
|
|
|
4 661 |
|
|
|
|
|
|
|
4 661 |
|
|
|
Base Chemicals |
|
596 |
|
|
|
253 |
|
1 |
|
850 |
|
Eurasian operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Wax Germany |
|
Performance Chemicals |
|
2 137 |
|
|
|
368 |
|
333 |
|
2 838 |
|
China (Nanjing) |
|
Performance Chemicals |
|
416 |
|
|
|
57 |
|
|
|
473 |
|
Other |
|
Various |
|
284 |
|
|
|
|
|
44 |
|
328 |
|
|
|
|
|
94 032 |
|
13 399 |
|
3 322 |
|
839 |
|
111 592 |
|
Other than for the CGUs specifically mentioned, all of the remaining CGUs have significant headroom and no reasonable changes to assumptions applied would result in any impairment.
North American operations Base Chemicals Assets held for sale
On 17 March 2020, Sasol announced that it had commenced partnering discussions in relation to certain of its Base Chemicals assets in the United States of America. The project perimeter currently includes the Ethylene West Cracker and the LDPE and LLDPE units constructed as part of the LCCP project. Refer to note 12 for more information. At 30 June 2020, assets and liabilities relating to a combination of assets within Sasol Chemicals USA have been classified as held for sale and an impairment charge of R72,6 billion (US$4,2 billion), Base Chemicals R53 billion and Performance Chemicals R19,6 billion, has been recognised to reduce the carrying value of the disposal group down to its fair value less cost to sell, including any portion that Sasol might retain in the disposal group.
10 Remeasurement items affecting operating profit continued
South African Integrated Value Chain
The CGUs within the South African Integrated Value Chain (IVC) saw significant declines in recoverable amounts due to:
· The negative impact of COVID-19 on the macro-economic environment over the short-term, with lower anticipated growth;
· Sustained lower crude oil and chemical sales prices over the longer term;
· A 1,10% increase in WACC rate to 14,22%, mainly due to an increase in Sasols cost of debt following the downgrade of the groups credit rating; and
· An increase in the forecast cost to procure gas in the longer term for the integrated value chain.
The following table lists the recoverable amounts of each of the South African CGUs that was impaired together with a description of the factors that resulted in the impairment:
|
|
|
|
Recoverable |
|
|
|
|
|
amount* |
|
|
|
|
|
(net of tax) |
|
|
|
|
|
2020 |
|
Cash-generating unit (CGU) |
|
Description |
|
Rm |
|
Energy |
|
|
|
|
|
Sasolburg liquid fuels refinery |
|
The impairment is mainly due to lower refining margins over the long-term and an increase in the WACC rate. |
|
|
|
Synfuels liquid fuels refinery |
|
The impairment is mainly due to lower crude oil prices, an increase in the WACC rate and a higher cost to procure gas in the longer term. |
|
39 672 |
|
Base Chemicals |
|
|
|
|
|
Ammonia value chain |
|
The impairment is mainly due to lower international ammonia selling prices and a decrease in volumes based on reduced market demand and a reduction in gas allocated to the value chain. |
|
3 765 |
|
Acrylates & Butanol value chain |
|
The impairment is mainly due to significantly lower selling prices coupled with a long expected recovery period as operating rates are only expected to recover to pre-COVID-19 levels by 2027. The CGU was also impacted by an increase in the WACC rate and a higher cost to procure gas in the longer term. |
|
|
|
Polyethylene value chain |
|
The impairment is mainly due to depressed selling prices caused by polyethylene overcapacity, worsened by the impact of COVID-19, and higher feedstock costs. |
|
7 267 |
|
Chlor Vinyls value chain |
|
The impairment is mainly due to significant lower selling prices which were only partly offset by the weakening in the rand. |
|
1 772 |
|
Chemical Work Up & Heavy chain |
|
The impairment is mainly due to significantly lower selling prices and an Alcohols value increase in the WACC rate. Overall Solvents prices decreased by 12% compared to the prior year. |
|
9 357 |
|
Other |
|
Several other CGUs were impaired due to lower selling prices in a weaker macro-economic environment as a result of COVID-19 coupled with a lower oil price. |
|
1 352 |
|
Performance Chemicals |
|
|
|
|
|
Southern Africa Wax value chain |
|
The impairment is mainly due to lower wax selling prices, an increase in the WACC rate and the higher cost to procure gas in the longer term. |
|
10 941 |
|
* The recoverable amounts reflect the CGUs contribution to the integrated value chain and have been determined as described in the accounting policies section below.
Eurasian operations Performance Chemicals Wax
The impairment of the Wax Germany CGU is mainly due to lower wax selling prices, driven by the negative macro-economic conditions as well as increased market competition experienced from low cost paraffin wax producers. This was partly offset by increased volumes in the wax emulsion market. The recoverable amount of the CGU at 30 June 2020 is R3 billion (EUR 153,2 million).
Significant impairments of assets in prior periods
Performance Chemicals Tetramerization and Ethylene Oxide/Ethylene Glycol (EO/EG) value chains
In 2019, the Tetramerization and EO/EG value chains were impaired by R7,4 billion (US$526 million) and R5,5 billion (US$388 million), respectively. The impairments were driven by an increase in capital cost for the Lake Charles Chemicals Project (LCCP) and lower
US ethylene and global mono-ethylene glycol price assumptions as at 30 June 2019. The upstream ethane cracker is a corporate asset and the increase in its capital cost has an impact on the downstream derivative units. All cash generating units linked to the LCCP were assessed for impairment.
Base Chemicals Ammonia value chain
In 2019, an impairment of R3,3 billion was recognised on our Ammonia value chain mainly as a result of lower international ammonia sales price assumptions in the short- to medium-term and increased gas feedstock prices in the longer term.
Sasol Canada Shale gas assets
Our shale gas assets in Canada were impaired by a further R1,9 billion (CAD181 million) as at 30 June 2019 to a carrying value of R22 million (CAD2 million), impacted by the depressed Canadian gas price environment. This is aligned with the anticipated fair value. The recoverable amount of the CGU was determined using a real long-term average gas price (Henry Hub), excluding margins, of US$3,44/mmbtu (2018 US$3,49) and a risk adjusted discount rate of 7,18% (2018 7,68%). We remain committed to divest from these assets as part of our strategic portfolio optimisation.
These assets were previously impaired (2018 R2,8 billion (CAD281 million); 2016 R9,9 billion (CAD880 million); 2015 R1,3 billion (CAD133 million); 2014 R5,3 billion (CAD540 million)), mainly due to the declining gas prices.
Base Chemicals Chlor Vinyls value chain
In 2018, the full carrying value of our Chlor Vinyls value chain in South Africa was impaired by R5,2 billion due to the continued and sustained strengthening of the exchange rate outlook and the resulting impact on Base Chemicals margins.
A structural change in the integrated ethylene value chain led to the extension of the useful life of the Chlor Vinyls CGU in Sasolburg from 2034 to 2050.
Based on the sustained improvement in the impairment calculation due to the useful life extension, R949 million of the previous impairment recognised was reversed on 31 December 2018.
Sasol Petroleum Mozambique PSA
In 2018, an impairment of R1,1 billion (US$94 million) was recognised in respect of the PSA asset. The project was still in an early stage of development with the impairment largely driven by lower than expected oil volumes and weaker long-term macroeconomic assumptions. A discount rate of 13,23% (2017: 12,16%) was used which takes into account the projects exposure to both South Africa and Mozambique operating and fiscal environment.
Significant scrapping of assets in prior periods
Lake Charles Chemicals Project
In 2019, we scrapped R682 million (US$48 million) of cost incurred on the LCCP, mainly relating to rework that was required on the Low Density Polyethylene compression motor that was damaged and a number of heat exchangers that had to be either repaired or replaced due to quality issues. Management considered the scale and complexity of the project, the technology being applied and input from experts to determine the cost incurred on the project which were scrapped.
US Gas-To-Liquids (GTL)
At 31 December 2017 we scrapped the remaining capitalised FEED costs relating to our US GTL assets of R1,1 billion (US$83 million), following our formal strategic decision not to pursue new GTL ventures in future. This is in addition to an impairment recognised in 2017 of R1,7 billion (US$130 million) based on the delay of the US GTL project and the uncertainty around the probability and timing of project execution.
10 Remeasurement items affecting operating profit continued
Sensitivity to changes in assumptions:
Management has considered the sensitivity of the impairment calculations to various key assumptions such as crude oil and gas prices, commodity prices and exchange rates. These sensitivities have been taken into consideration in determining the required impairments. The following assets are particularly impacted by changes in key assumptions:
North American operations Base Chemicals Assets held for sale
The impairment of the North American ethylene value chain includes both the portion of the assets classified as a disposal group held for sale as well as the retained interest in these assets subsequent to the expected sales transaction. The proportion and accounting treatment of the retained interest is based on managements interpretation of the proposed deal construct as at 30 June 2020. The resulting impairment charge is highly dependent on such interpretation and could differ significantly if there are any changes based on the final outcome of the sales transaction.
Energy Sasolburg liquid fuels refinery*
The performance of the CGU is highly sensitive to changes in refining margins. A US$1 decrease in refining margins will decrease the recoverable amount of the CGU by approximately R1,5 billion. Global refining margins are outside the control of management.
Energy Synfuels liquid fuels refinery*
The performance of the CGU is highly sensitive to changes in crude oil prices, the Rand/US$ exchange rate and the cost to procure gas. A US$1 decrease in the price of Dated Brent will decrease the recoverable amount of the CGU by approximately R2,8 billion. A R0,10/US$ strengthening in the exchange rate would decrease the recoverable amount by R1,5 billion.
A US$1/Gj increase in the longer term cost of natural gas would decrease the recoverable amount by R1,3 billion.
Base Chemicals Ammonia value chain*
The performance of this CGU is highly sensitive to changes in international ammonia prices driven by changes in the global market conditions and the cost to procure gas. A US$10 decrease in the ammonia price assumption would decrease the recoverable amount of the CGU by approximately R616 million. A US$1/Gj increase in the longer term cost of natural gas would decrease the recoverable amount by R187 million.
Base Chemicals Acrylates & Butanol value chain*
The performance of this CGU is highly sensitive to changes in the discount rate, product sales prices and the cost to procure gas in the long term. A 1% increase in the discount rate would decrease the recoverable amount by approximately R432 million, while a US$1/Gj increase in the longer term cost of natural gas would decrease the recoverable amount by R157 million. A US$10 per ton decrease in sales prices would reduce the recoverable amount by R257 million.
Base Chemicals Polyethylene value chain*
The performance of this CGU is highly sensitive to changes in the discount rate, product sales prices, the Rand/US$ exchange rate and the cost to procure gas in the long term. A 1% increase (or decrease) in the discount rate would decrease (or increase) the recoverable amount by approximately R1,8 billion (or R2,2 billion). A sales price reduction of US$10 per ton would decrease the recoverable amount by approximately R289 million while a R0,10/US$ weakening in the exchange rate would decrease the recoverable amount by approximately R131 million.
A US$1/Gj increase in the longer term cost of natural gas would decrease the recoverable amount by R246 million.
Base Chemicals Chlor Vinyls value chain*
The performance of this CGU is highly sensitive to the Rand/US$ exchange rate, product sales prices and changes in the discount rate. A R0,10/US$ weakening in the exchange rate assumption would increase the recoverable amount of the CGU by approximately R413 million while a US$10 per ton decrease in sales prices would reduce the recoverable amount by approximately R794 million. The recoverable amount will be reduced by approximately R613 million if the discount rate were to increase by 1%.
Base Chemicals Chemical Work Up & Heavy Alcohols value chain*
The performance of this CGU is highly sensitive to changes in the discount rate and product sales prices. A 1% increase (or decrease) in the discount rate would decrease (or increase) the recoverable amount by approximately R1,5 billion (or R1,7 billion). A US$10 per ton decrease in sales prices would reduce the recoverable amount by approximately R786 million.
Performance Chemicals Southern Africa Wax value chain*
The performance of this CGU is highly sensitive to changes in the discount rate and the cost to procure gas in the long term. A 1% increase (or decrease) in the discount rate would decrease (or increase) the recoverable amount by approximately R928 million (or R1,0 billion). A US$1/Gj increase in the longer term cost of natural gas would decrease the recoverable amount by R305 million.
Eurasian operations Performance Chemicals Wax*
The performance of the European Wax CGU, with its production facilities in Germany, Austria and the UK, is highly sensitive to fluctuations in total gross margin which is influenced by changes in product sales prices, sales volumes and raw material prices. A 5% decrease in gross margin could decrease the recoverable amount of this CGU by approximately R751 million (39 million).
* Reflected net of tax
Accounting policies:
Remeasurement items are amounts recognised in profit or loss relating to any change (whether realised or unrealised) in the carrying amount of an assets or liability such as the impairment of non-current assets, profit or loss on disposal of non-current assets including businesses and equity accounted investments, and scrapping of assets. The groups non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, to determine whether there is any indication of impairment. An impairment test is performed on all goodwill, intangible assets not yet in use and intangible assets with indefinite useful lives at each reporting date.
The recoverable amount of an asset is defined as the amount that reflects the greater of the fair value less costs of disposal and value-in-use that can be attributed to an asset as a result of its ongoing use by the entity. Value-in-use is estimated using a discounted cash flow model. The future cash flows are adjusted for risks specific to the asset and is adjusted where applicable to take into account any specific risks relating to the country where the asset or cash-generating unit is located. The rate applied in each country is reassessed each year. The recoverable amount may be adjusted to take into account recent market transactions for a similar asset.
Some assets are an integral part of the value chain but are not capable of generating independent cash flows because there is no active market for the product streams produced from these assets, or the market does not have the ability to absorb the product streams produced from these assets or it is not practically possible to access the market due to infrastructure constraints that would be costly to construct. Product streams produced by these assets form an input into another process and accordingly do not have an active market. These assets are classified as corporate assets in terms of IAS 36 when their output supports the production of multiple product streams that are ultimately sold into an active market.
The groups corporate assets are allocated to the relevant cash-generating unit based on a cost or volume contribution metric. Costs incurred by the corporate asset are allocated to the appropriate cash generating unit at cost. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the cash-generating unit to which the corporate asset belongs.
In Southern Africa, the coal value chain starts with feedstock mined in Secunda and Sasolburg and continues along the integrated processes of the operating business units, ultimately resulting in fuels and chemicals-based product lines. Similarly, the gas value chain starts with the feedstock obtained in Mozambique and continues along the conversion processes in Secunda and Sasolburg, ultimately resulting in fuels and chemicals-based product lines.
The groups of assets which support the different product lines, including corporate asset allocations, are considered to be separate cash-generating units.
In the US, the ethylene value chain results in various chemicals-based product lines, sold into active markets. The assets which support the different chemicals-based product lines, including corporate asset allocations, are considered to be separate cash- generating units.
In Europe, the identification of separate cash-generating units is based on the various product streams that have the ability to be sold into active markets by the European business units.
Certain products are sometimes produced incidentally from the main conversion processes and can be sold into active markets. When this is the case, the assets that are directly attributable to the production of these products, are classified as separate cash-generating units. The cost of conversion of these products is compared against the revenue when assessing the asset for impairment.
Exploration assets are tested for impairment when development of the property commences or whenever facts and circumstances indicate impairment. An impairment loss is recognised for the amount by which the exploration assets carrying amount exceeds their recoverable amount.
11 Disposals and scrapping
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Note |
|
|
Rm |
|
Rm |
|
Rm |
|
Property, plant and equipment |
|
20 |
|
|
776 |
|
708 |
|
591 |
|
cost |
|
|
|
|
6 529 |
|
7 245 |
|
6 297 |
|
accumulated depreciation and impairment |
|
|
|
|
(5 753 |
) |
(6 537 |
) |
(5 706 |
) |
Assets under construction |
|
21 |
|
|
655 |
|
852 |
|
1 200 |
|
Goodwill and other intangible assets |
|
|
|
|
179 |
|
112 |
|
147 |
|
cost |
|
|
|
|
276 |
|
336 |
|
319 |
|
accumulated amortisation and impairment |
|
|
|
|
(97 |
) |
(224 |
) |
(172 |
) |
Equity accounted investments |
|
|
|
|
437 |
|
|
|
1 525 |
|
Assets in disposal groups held for sale |
|
|
|
|
2 563 |
|
94 |
|
215 |
|
Trade and other receivables |
|
|
|
|
|
|
|
|
339 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
36 |
|
Liabilities in disposal groups held for sale |
|
|
|
|
(414 |
) |
(38 |
) |
|
|
Short-term provisions |
|
|
|
|
|
|
|
|
(24 |
) |
Tax payable |
|
|
|
|
|
|
|
|
(35 |
) |
Trade and other payables |
|
|
|
|
175 |
|
|
|
(208 |
) |
|
|
|
|
|
4 371 |
|
1 728 |
|
3 786 |
|
Non-controlling interest |
|
|
|
|
|
|
|
|
(51 |
) |
|
|
|
|
|
4 371 |
|
1 728 |
|
3 735 |
|
Total consideration |
|
|
|
|
4 285 |
|
567 |
|
2 425 |
|
consideration received |
|
|
|
|
4 285 |
|
567 |
|
2 316 |
|
long-term supply agreement |
|
|
|
|
|
|
|
|
109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(86 |
) |
(1 161 |
) |
(1 310 |
) |
Realisation of accumulated translation effects |
|
|
|
|
801 |
|
52 |
|
482 |
|
Net profit/(loss) on disposal |
|
|
|
|
715 |
|
(1 109 |
) |
(828 |
) |
Consideration received comprising |
|
|
|
|
|
|
|
|
|
|
Base Chemicals Investment in Sasol Huntsman GmbH & co KG |
|
|
|
|
1 506 |
|
|
|
|
|
Base Chemicals Partial disposal of Explosives business |
|
|
|
|
991 |
|
|
|
|
|
Energy Investment in Escravos GTL (EGTL) |
|
|
|
|
875 |
|
|
|
|
|
Performance Chemicals Sasol Wilmar Alcohol Industries |
|
|
|
|
235 |
|
|
|
|
|
Performance Chemicals Heat Transfer Fuels (HTF) business |
|
|
|
|
|
|
271 |
|
|
|
Base Chemicals Investment in Petronas Chemicals LDPE Sdn Bhd and |
|
|
|
|
|
|
|
|
|
|
Petronas Chemicals Olefins Sdn Bhd |
|
|
|
|
|
|
|
|
1 918 |
|
Energy Property and mineral rights in the US (Lake de Smet) |
|
|
|
|
|
|
|
|
215 |
|
Other |
|
|
|
|
678 |
|
296 |
|
183 |
|
Consideration received |
|
|
|
|
4 285 |
|
567 |
|
2 316 |
|
Significant disposals and scrappings in 2020
Base Chemicals Investment in Sasol Huntsman GmbH & co KG
The divestment from our 50% equity interest in the Sasol Huntsman maleic anhydride joint venture was concluded on 30 September 2019, resulting in a profit on disposal of R936 million, including the reclassification of the Foreign Currency Translation Reserve of R475 million.
Base Chemicals Explosives business
Sasol has concluded the transaction to sell a 51% share in the explosive business to Enaex, and on 1 July 2020, Enaex Africa in association with Sasol, officially started operating in South Africa and on the African Continent. Sasol recognised a loss on the disposal of R46 million.
Performance Chemicals Sasol Wilmar Alcohol Industries
The sale of Sasols share in Sasol Wilmar Alcohol Industries was concluded in December 2019, resulting in a profit on disposal of R47 million, including the reclassification of the Foreign Currency Translation Reserve of R56 million.
Energy Escarvos GTL (EGTL)
Sasol sold its indirect beneficial interest in EGTL plant in Nigeria to Chevron. The transaction released Sasol from associated company guarantees and other obligations. A profit on disposal of R705 million was recognised, including the reclassification of the Foreign Currency Translation Reserve of R268 million. Sasol will continue to support Chevron in the performance of the EGTL plant through ongoing catalyst supply, technology and technical support.
Significant disposals in prior periods
Performance Chemicals Heat Transfer Fuels (HTF) business
In 2019, we disposed of our HTF business with the producing assets located within the Marl facility in Germany.
Lake Charles Chemicals Project
In 2019, we scrapped R682 million (US$48 million) of cost incurred on the LCCP, mainly relating to rework required. Refer note 10.
Base Chemicals Investment in Petronas Chemicals LDPE Sdn Bhd and Petronas Chemicals Olefins Sdn Bhd
Our divestment from Petronas Chemicals LDPE Sdn Bhd and Petronas Chemicals Olefins Sdn Bhd was concluded on 14 March 2018, resulting in a profit on disposal of R864 million, including the reclassification of the Foreign Currency Translation Reserve of R494 million.
12 Disposal groups held for sale
for the year ended 30 June |
|
|
|
2020
|
|
2019
|
|
Assets in disposal groups held for sale |
|
Segment |
|
|
|
|
|
US Base Chemicals Assets |
|
Base and Performance Chemicals |
|
71 001 |
|
|
|
Secunda Synfuels Operations Air Separation Units |
|
Energy, Base and Performance Chemicals |
|
5 675 |
|
|
|
Investment in Republic of Mozambique Pipeline |
|
Energy |
|
5 951 |
|
|
|
Investment Company (Pty) Ltd (ROMPCO) |
|
|
|
|
|
|
|
Explosives business |
|
Base Chemicals |
|
|
|
1 404 |
|
Investment in Sasol Huntsman GmbH & co KG |
|
Base Chemicals |
|
|
|
846 |
|
Other |
|
Energy, Base and Performance Chemicals, Mining |
|
1 641 |
|
304 |
|
|
|
|
|
84 268 |
|
2 554 |
|
Liabilities in disposal groups held for sale |
|
Segment |
|
|
|
|
|
US Base Chemicals Assets |
|
Base and Performance Chemicals |
|
(2 425 |
) |
|
|
Secunda Synfuels Operations Air Separation Units |
|
Energy, Base and Performance Chemicals |
|
(38 |
) |
|
|
Investment in Republic of Mozambique Pipeline |
|
Energy |
|
(2 604 |
) |
|
|
Investment Company (Pty) Ltd (ROMPCO) |
|
|
|
|
|
|
|
Explosives business |
|
Base Chemicals |
|
|
|
(398 |
) |
Other |
|
Energy, Base and Performance Chemicals, Mining |
|
(464 |
) |
(90 |
) |
|
|
|
|
(5 531 |
) |
(488 |
) |
Business segmentation |
|
|
|
|
|
|
|
· Mining |
|
|
|
3 |
|
|
|
· Energy |
|
|
|
6 793 |
|
14 |
|
· Base Chemicals |
|
|
|
52 613 |
|
1 852 |
|
· Performance Chemicals |
|
|
|
19 328 |
|
200 |
|
Total operations |
|
|
|
78 737 |
|
2 066 |
|
Refer to notes 17, 18, 20, 21 and 22 for disposal groups transferred to held for sale.
Significant disposal group held for sale in 2020
US Base Chemicals Assets
On 17 March 2020, we announced as part of the response plan that we would explore the potential for partnering options at our Base Chemicals assets in the US. This process has seen strong global interest and is now at an advanced stage and a number of non-binding offers were received coupled with the decision to undertake a partnering process. The assets and liabilities relating to our Base Chemicals portfolio within Sasol Chemicals USA have been classified as disposal groups held for sale at 30 June 2020. Based on progress to date we currently anticipate that a transaction, including the relevant regulatory approvals, be completed before the end of financial year 2021. An impairment of R72,6 billion (US$4,2 billion), has been recognised, reducing the carrying value of the disposable asset down to its fair value less cost to sell.
12 Disposal groups held for sale continued
Secunda Synfuels Air Separation Unit
Prior to year end, the Group commenced a process to dispose of its sixteen air separation units and this was approved by the appropriate Board Committee and Sasol South Africa board.
On 28 July 2020, Sasol South Africa Limited (SSA), announced that an exclusive negotiation agreement had been signed with Air Liquide for the sale of its sixteen air separation units and associated business located in Secunda.
Definitive Agreements for the divestment are in the process of being negotiated. The proceeds of approximately R8,5 billion (R5,525 billion plus EUR147,5 million, translated at Closing to US$) will be received after fulfilment of various conditions, including Competition Commission approval. Assets and liabilities associated with the air separation units have been classified as held for sale on 30 June 2020.
The disposal is expected to be completed within the next 12 months.
Investment in Republic of Mozambique Pipeline Investment Company (Pty) Ltd (ROMPCO)
The Group has commenced a process to divest from some or all of its shareholding in ROMPCO. ROMPCO owns and operates the natural gas transmission pipeline between Temane in Mozambique and Secunda in South Africa for the transportation of natural gas produced in Mozambique to markets in Mozambique and South Africa. The assets and liabilities of ROMPCO were classified as held for sale as at 30 June 2020 following approval by the Board to continue with the divestment process. The divestment is expected to be concluded in the next 12 months.
Significant disposal groups held for sale in prior periods
Base Chemicals Explosives business
In line with the asset review process, Sasols Explosives business was identified for divestment and collaboration with a world- class Explosives partner. The downstream portion of the explosives business was classified as a disposal group held for sale at 30 June 2019, following approval to commence negotiations with a preferred partner, with the aim of creating a joint venture, managed and operated by the partner. The partial divestment and partnering is expected to be completed within the next 12 months.
Base Chemicals Investment in Sasol Huntsman GmbH & co KG
On 26 July 2019 Sasol and Huntsman Corporation signed a definitive agreement for Sasol to dispose of our 50% equity interest in the Sasol-Huntsman maleic anhydride joint venture. The transaction closed on 30 September 2019 with a preliminary equity purchase price of EUR90,3 million received by Sasol. The final purchase price will be confirmed on verification of the closing accounts by the independent auditors. The group has classified its investment in Sasol Huntsman GmbH & co KG as held for sale at 30 June 2019.
Performance Chemicals Sasol Wilmar Alcohol Industries
During May 2019 and based on the results of the recently concluded asset review, the Sasol Investment Committee approved the commencement of negotiations to sell Sasols share in Sasol Wilmar Alcohol Industries. A share purchase agreement was signed on 18 October 2019. The agreement is subject to Chinese authority approval. Accordingly, the group has classified its investment in Sasol Wilmar Alcohol Industries as held for sale and recorded an impairment on its portion of the assets, down to its fair value less costs to sell. Refer to note 12.
Accounting policies:
A non-current asset or disposal group (a business grouping of assets and their related liabilities) is designated as held for sale when its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The classification as held for sale of a non-current asset or disposal group occurs when it is available for immediate sale in its present condition and the sale is highly probable. A sale is considered highly probable if management is committed to a plan to sell the non-current asset or disposal group, an active divestiture programme has been initiated, the non-current asset or disposal group is marketed at a price reasonable to its fair value and the disposal will be completed within one year from classification.
Where a disposal group held for sale will result in the loss of control or joint control of a subsidiary or joint operation, respectively, all the assets and liabilities of that subsidiary or joint operation are classified as held for sale, regardless of whether a non- controlling interest in the former subsidiary or an ongoing interest in the joint operation is to be retained after the sale.
Where a disposal group held for sale will result in the loss of joint control of a joint venture or significant influence of an associate, the full investment is classified as held for sale. Equity accounting ceases from the date the joint venture or associate is classified as held for sale.
Before classification of a non-current asset or disposal group as held for sale, it is reviewed for impairment. The impairment loss charged to the income statement is the excess of the carrying amount of the non-current asset over its expected fair value less costs to sell.
No depreciation or amortisation is provided on non-current assets from the date they are classified as held for sale.
TAXATION
13 Taxation
for the year ended 30 June |
|
Note |
|
|
2020
|
|
2019
|
|
2018
|
|
South African normal tax |
|
|
|
|
2 140 |
|
3 206 |
|
4 035 |
|
current year |
|
|
|
|
2 542 |
|
3 804 |
|
4 689 |
|
prior years |
|
|
|
|
(402 |
) |
(598 |
) |
(654 |
) |
Dividend withholding tax |
|
|
|
|
2 |
|
|
|
68 |
|
Foreign tax |
|
|
|
|
(1 212 |
) |
2 640 |
|
2 530 |
|
current year |
|
|
|
|
2 242 |
|
2 544 |
|
3 035 |
|
prior years* |
|
|
|
|
(3 454 |
) |
96 |
|
(505 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income tax |
|
|
|
|
930 |
|
5 846 |
|
6 633 |
|
Deferred tax South Africa |
|
15 |
|
|
(9 073 |
) |
2 086 |
|
(414 |
) |
current year** |
|
|
|
|
(9 473 |
) |
2 069 |
|
(545 |
) |
prior years |
|
|
|
|
400 |
|
17 |
|
131 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax foreign |
|
15 |
|
|
(17 996 |
) |
(4 775 |
) |
(661 |
) |
current year*** |
|
|
|
|
(20 375 |
) |
(4 831 |
) |
(874 |
) |
prior years* |
|
|
|
|
2 375 |
|
55 |
|
485 |
|
recognition of previously unrecognised deferred tax assets**** |
|
|
|
|
|
|
|
|
(49 |
) |
tax rate change |
|
|
|
|
4 |
|
1 |
|
(223 |
) |
|
|
|
|
|
(26 139 |
) |
3 157 |
|
5 558 |
|
* Relates mainly to the relief provided to companies in the United States under the Corona virus Aid, Relief, and Economic Security Act, (CARES Act) allowing taxpayers to carry back losses incurred during 2018-2020 for five years.
** The decrease in the current year relates to impairments accounted for in the financial year.
*** Increase in the current year relates mainly to tax losses incurred at our US operations where we anticipate sufficient profits to be generated in future to utilise the deferred tax asset against.
**** Included in 2018 is the recognition of a deferred tax asset relating to the accumulated tax losses in Italy which were previously limited in line with the forecasted utilisation thereof.
Contingent liability
Sasol Financing International (SFI) / SARS
Following a request by SARS for information on Sasol Financing International Plc (SFI) which performs an off-shore treasury function for Sasol, SARS proceeded with an audit over a number of tax years. This audit culminated in the issuance of a final audit letter on 16 February 2018. Consequently, revised assessments were issued by SARS in respect of the 2002 to 2012 tax years.
Sasol objected to these revised assessments. The dispute relates to the place of effective management of SFI.
After the submission of Sasols objection to the disputed assessments and following requests for further information by SARS at the end of 2018, SARS rejected Sasols objection. On 17 April 2019, Sasol appealed the decision to the Tax Court in terms of the relevant provisions of the Tax Administration Act. The parties have agreed to suspend the litigation in the Tax Court pending the outcome of the legal review application.
In addition to the objection to the revised assessments, Sasol has also launched a judicial review application against the SARS decision to register SFI as a South African taxpayer. The Tax Court does not have jurisdiction to determine the first ground of Sasols objection, namely that the disputed assessments constitute unlawful, substantially unreasonable and procedurally unfair administrative action. Accordingly, a further review application has been filed in the High Court. Sasol also proposed to SARS that the review litigation in relation to the two applications be consolidated into a single case. It is anticipated that SARS will respond to this proposal as part of its reply to the founding affidavit filed by Sasol.
In respect of this review application the Parties are in dispute about the non-disclosure by SARS of documentation and the necessary interlocutory processes to resolve this dispute are ongoing. Sasols application to compel SARS to disclose additional documents was heard on 19 February 2020. The Court published its decision on 14 July 2020 and materially found in SFIs favour in the interlocutory application by ordering SARS to disclose specific additional documents as part of the Record of Decision.
SARS submitted the documents as ordered on 28 July 2020.
A supplementary affidavit by SFI and the replying affidavits by SARS are the next pleadings to be filed before the review applications can be submitted for hearing by the court.
A contingent liability of R2,5 billion (2019 R2,4 billion) (including interest and penalties) is reported in respect of this matter as at 30 June 2020.
13 Taxation continued
for the year ended 30 June |
|
2020
|
|
2019
|
|
2018
|
|
Regional analysis |
|
|
|
|
|
|
|
· South Africa |
|
(7 134 |
) |
5 285 |
|
3 994 |
|
· Rest of Africa |
|
1 263 |
|
1 465 |
|
854 |
|
· Europe |
|
128 |
|
1 276 |
|
1 649 |
|
· United States of America |
|
(20 337 |
) |
(4 913 |
) |
(1 032 |
) |
· Other |
|
(59 |
) |
44 |
|
93 |
|
Total operations |
|
(26 139 |
) |
3 157 |
|
5 558 |
|
|
|
2020
|
|
2019
|
|
2018
|
|
Reconciliation of effective tax rate |
|
|
|
|
|
|
|
The table below shows the difference between the South African enacted tax rate (28%) compared to the effective tax rate in the income statement. Total income tax expense differs from the amount computed by applying the South African normal tax rate to profit before tax. The reasons for these differences are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South African normal tax rate |
|
28,0 |
|
28,0 |
|
28,0 |
|
(Decrease)/increase in rate of tax due to: |
|
|
|
|
|
|
|
disallowed preference share dividends |
|
|
|
0,3 |
|
0,9 |
|
disallowed expenditure(1) |
|
(1,0 |
) |
9,4 |
|
4,2 |
|
disallowed share-based payment expenses(2) |
|
(0,3 |
) |
2,9 |
|
5,3 |
|
different tax rates(3) |
|
(3,6 |
) |
13,2 |
|
2,6 |
|
share of profits of equity accounted investments |
|
(0,1 |
) |
|
|
|
|
tax losses not recognised(5) |
|
(2,0 |
) |
8,6 |
|
9,3 |
|
prior year adjustments |
|
|
|
2,0 |
|
0,4 |
|
other adjustments |
|
(0,5 |
) |
2,0 |
|
1,5 |
|
|
|
20,5 |
|
66,4 |
|
52,2 |
|
Increase/(decrease) in rate of tax due to: |
|
|
|
|
|
|
|
exempt income |
|
0,7 |
|
(1,7 |
) |
(4,2 |
) |
share of profits of equity accounted investments |
|
|
|
(3,3 |
) |
(2,6 |
) |
effect of tax litigation matters(4) |
|
|
|
(8,2 |
) |
|
|
utilisation of tax losses |
|
|
|
(0,3 |
) |
(0,4 |
) |
investment incentive allowances(6) |
|
|
|
(17,2 |
) |
(6,9 |
) |
effect of tax rate change in the US |
|
|
|
|
|
(1,4 |
) |
translation differences |
|
|
|
(0,9 |
) |
(0,9 |
) |
prior year adjustments(7) |
|
0,9 |
|
|
|
|
|
other adjustments |
|
0,2 |
|
(0,6 |
) |
(0,4 |
) |
Effective tax rate |
|
22,3 |
|
34,2 |
|
35,4 |
|
(1) Includes non-deductible expenses incurred not deemed to be in the production of taxable income mainly relating to exploration activities and non-productive interest in our treasury function.
(2) This relates to the share based payment expense on the Sasol Khanyisa transaction.
(3) Relates mainly to the impact of lower tax rate in the US on the increases in tax losses incurred during the year.
(4) 2019 includes reversal of tax and interest pertaining to Sasol Oil.
(5) Tax losses not recognised in the prior years mainly relate from the R1,9 billion (2018 R2,8 billion) impairment of the Canadian shale gas asset and Mozambican PSA impairment of R1,1 billion in 2018 for which no deferred tax asset was raised.
(6) Energy efficiency allowances relating to our South African operations decreased by R5,5 billion (2019 R4,2 billion increase) compared to the prior year.
(7) Relates mainly to the relief provided to companies in the United States under the Corona virus Aid, Relief, and Economic Security Act, (CARES Act) allowing taxpayers to carry back losses incurred during 2018-2020 for five years.
14 Tax paid
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Note |
|
|
Rm |
|
Rm |
|
Rm |
|
Net amounts payable/(receivable) at beginning of year |
|
|
|
|
309 |
|
(984 |
) |
(635 |
) |
Disposal of businesses |
|
|
|
|
|
|
(1 |
) |
(35 |
) |
Net interest and penalties on tax* |
|
|
|
|
(41 |
) |
(630 |
) |
92 |
|
Income tax per income statement |
|
13 |
|
|
930 |
|
5 846 |
|
6 633 |
|
Reclassification to held for sale |
|
|
|
|
29 |
|
6 |
|
|
|
Foreign exchange differences recognised in income statement |
|
|
|
|
48 |
|
4 |
|
(52 |
) |
Translation of foreign operations |
|
|
|
|
(370 |
) |
14 |
|
54 |
|
|
|
|
|
|
905 |
|
4 255 |
|
6 057 |
|
Net tax receivable/(payable) per statement of financial position |
|
|
|
|
4 754 |
|
(309 |
) |
984 |
|
tax payable |
|
|
|
|
(665 |
) |
(1 039 |
) |
(2 318 |
) |
tax receivable** |
|
|
|
|
5 419 |
|
730 |
|
3 302 |
|
Per the statement of cash flows |
|
|
|
|
5 659 |
|
3 946 |
|
7 041 |
|
Comprising |
|
|
|
|
|
|
|
|
|
|
Normal tax |
|
|
|
|
|
|
|
|
|
|
South Africa Foreign |
|
|
|
|
3 131 |
|
933 |
|
4 681 |
|
Dividend withholding tax |
|
|
|
|
2 526 |
|
3 013 |
|
2 292 |
|
|
|
|
|
|
2 |
|
|
|
68 |
|
|
|
|
|
|
5 659 |
|
3 946 |
|
7 041 |
|
* 2019 relates to the reversal of interest pertaining to the Sasol Oil matter.
** Relates mainly to the relief provided to companies in the United States under the Corona virus Aid, Relief, and Economic Security Act, (CARES Act) allowing taxpayers to carry back losses incurred during 2018-2020 for five years.
15 Deferred tax
for the year ended 30 June |
|
Note |
|
|
2020
|
|
2019
|
|
Reconciliation |
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
|
|
19 023 |
|
21 812 |
|
Current year charge |
|
|
|
|
(27 622 |
) |
(2 819 |
) |
per the income statement |
|
13 |
|
|
(27 069 |
) |
(2 689 |
) |
per the statement of comprehensive income |
|
|
|
|
(553 |
) |
(130 |
) |
Reclassification to held for sale |
|
|
|
|
(880 |
) |
(6 |
) |
Foreign exchange differences recognised in income statement |
|
|
|
|
142 |
|
22 |
|
Translation of foreign operations |
|
|
|
|
(1 878 |
) |
14 |
|
Balance at end of year |
|
|
|
|
(11 215 |
) |
19 023 |
|
|
|
|
|
|
|
|
|
|
Comprising |
|
|
|
|
|
|
|
|
Deferred tax assets |
|
|
|
|
(31 665 |
) |
(8 563 |
) |
Deferred tax liabilities |
|
|
|
|
20 450 |
|
27 586 |
|
|
|
|
|
|
(11 215 |
) |
19 023 |
|
Deferred tax assets and liabilities are determined based on the tax status and rates of the underlying entities. The increase in deferred tax assets relates mainly to our US operations. We anticipate sufficient profits to be generated in future to utilise the deferred tax asset against. These US tax losses do not expire.
15 Deferred tax continued
for the year ended 30 June |
|
2020
|
|
2019
|
|
Attributable to the following tax jurisdictions |
|
|
|
|
|
· South Africa |
|
13 972 |
|
25 065 |
|
· United States of America |
|
(22 865 |
) |
(4 998 |
) |
· Germany |
|
(1 651 |
) |
(550 |
) |
· Mozambique |
|
699 |
|
559 |
|
· Other |
|
(1 370 |
) |
(1 053 |
) |
|
|
(11 215 |
) |
19 023 |
|
Deferred tax is attributable to temporary differences on the following: |
|
|
|
|
|
Net deferred tax assets: |
|
|
|
|
|
Property, plant and equipment |
|
(5 285 |
) |
2 003 |
|
Right of use assets |
|
1 103 |
|
|
|
Short- and long-term provisions |
|
(4 065 |
) |
(2 851 |
) |
Calculated tax losses |
|
(18 768 |
) |
(7 329 |
) |
Financial liabilities |
|
(2 238 |
) |
(577 |
) |
Other |
|
(2 412 |
) |
191 |
|
|
|
(31 665 |
) |
(8 563 |
) |
Net deferred tax liabilities: |
|
|
|
|
|
Property, plant and equipment |
|
26 719 |
|
33 342 |
|
Right of use assets |
|
1 150 |
|
|
|
Current assets |
|
(894 |
) |
(1 147 |
) |
Short- and long-term provisions |
|
(3 371 |
) |
(4 061 |
) |
Calculated tax losses |
|
(448 |
) |
(150 |
) |
Financial liabilities |
|
(517 |
) |
59 |
|
Other |
|
(2 189 |
) |
(457 |
) |
|
|
20 450 |
|
27 586 |
|
Deferred tax assets have been recognised for the carry forward amount of unused tax losses relating to the groups operations where, among other things, some taxation losses can be carried forward indefinitely and there is compelling evidence that it is probable that sufficient taxable profits will be available in the future to utilise all tax losses carried forward.
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Calculated tax losses |
|
|
|
|
|
(before applying the applicable tax rate) |
|
|
|
|
|
Available for offset against future taxable income |
|
100 301 |
|
48 444 |
|
Utilised against the deferred tax balance |
|
(79 294 |
) |
(29 745 |
) |
Not recognised as a deferred tax asset(1) |
|
21 007 |
|
18 699 |
|
Deferred tax assets not recognised on tax losses mainly relate to Sasol's exploration, where future taxable income is uncertain. |
|
|
|
|
|
Calculated tax losses carried forward that have not been recognised: |
|
|
|
|
|
Expiry between one and five years |
|
1 201 |
|
712 |
|
Expiry thereafter |
|
19 090 |
|
17 706 |
|
Indefinite life |
|
716 |
|
281 |
|
|
|
21 007 |
|
18 699 |
|
(1) Included are calculated tax losses of R18,5 billion (2019 R15,5 billion) relating to Sasol Canada.
Areas of judgement:
Sasol companies are involved in tax litigation and tax disputes with various tax authorities in the normal course of business.
A detailed assessment is performed regularly on each matter and a provision is recognised where appropriate. Although the outcome of these claims and disputes cannot be predicted with certainty, Sasol believes that open engagement and transparency will enable appropriate resolution thereof.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be utilised. This includes the significant tax losses incurred at our US operations where we anticipate sufficient profits to be generated in future to utilise the deferred tax asset against. These losses do not expire. The provision of deferred tax assets and liabilities reflects the tax consequences that would follow from the expected recovery or settlement of the carrying amount of its assets and liabilities.
Unremitted earnings at end of year that would be subject to foreign dividend withholding tax and after tax effect if remitted
Deferred tax liabilities are not recognised for the income tax effect that may arise on the remittance of unremitted earnings by foreign subsidiaries, joint operations and incorporated joint ventures. It is managements intention that, where there is no double taxation relief, these earnings will be permanently re-invested in the group.
|
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
|
Rm |
|
Rm |
|
Unremitted earnings at end of year that would be subject to dividend withholding tax |
|
|
27 750 |
|
17 664 |
|
Europe |
|
|
19 943 |
|
10 808 |
|
Rest of Africa |
|
|
2 807 |
|
2 675 |
|
Other |
|
|
5 000 |
|
4 181 |
|
|
|
|
|
|
|
|
Tax effect if remitted |
|
|
380 |
|
488 |
|
Europe |
|
|
133 |
|
241 |
|
Rest of Africa |
|
|
225 |
|
213 |
|
Other |
|
|
22 |
|
34 |
|
Dividend withholding tax
Dividend withholding tax is payable at a rate of 20% on dividends distributed to shareholders. Dividends paid to companies and certain other institutions and certain individuals are not subject to this withholding tax. This tax is not attributable to the company paying the dividend but is collected by the company and paid to the tax authorities on behalf of the shareholder.
On receipt of a dividend, the company includes the dividend withholding tax in its computation of the income tax expense.
for the year ended 30 June |
|
2020
|
|
2019
|
|
Undistributed earnings at end of year subjected to dividend withholding tax withheld by the company on behalf of Sasol Limited shareholders |
|
90 508 |
|
180 692 |
|
Maximum withholding tax payable by shareholders if distributed to individuals |
|
18 102 |
|
36 138 |
|
15 Deferred tax continued
Accounting policies:
The income tax charge is determined based on net income before tax for the year and includes deferred tax and dividend withholding tax.
The current tax charge is the tax payable on the taxable income for the financial year applying enacted or substantively enacted tax rates and includes any adjustments to tax payable in respect of prior years.
Deferred tax is provided for using the liability method, on all temporary differences between the carrying amount of assets and liabilities for accounting purposes and the amounts used for tax purposes and on any tax losses. No deferred tax is provided on temporary differences relating to:
· the initial recognition of goodwill;
· the initial recognition (other than in a business combination) of an asset or liability to the extent that neither accounting nor taxable profit is affected on acquisition; and
· investments in subsidiaries, associates and interests in joint arrangements to the extent that the temporary difference will probably not reverse in the foreseeable future and the control of the reversal of the temporary difference lies with the parent, investor, joint venturer or joint operator.
The provision for deferred tax is calculated using enacted or substantively enacted tax rates at the reporting date that are expected to apply when the asset is realised or liability settled.
Deferred tax assets and liabilities are offset when the related income taxes are levied by the same taxation authority, there is a legally enforceable right to offset and there is an intention to settle the balances on a net basis.
Sasol Limited Group
SOURCES OF CAPITAL GENERATED FROM OPERATIONS
|
Page |
|
|
EQUITY |
43 |
|
|
Share capital |
43 |
|
|
FUNDING ACTIVITIES AND FACILITIES |
44 |
|
|
Long-term debt |
44 |
|
|
Lease liabilities |
48 |
|
|
Short-term debt |
50 |
EQUITY
16 Share capital
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Issued share capital (as per statement of changes in equity)* |
|
9 888 |
|
9 888 |
|
15 775 |
|
|
|
Number of shares |
|
||||
for the year ended 30 June |
|
2020 |
|
2019 |
|
2018 |
|
Authorised |
|
|
|
|
|
|
|
Sasol ordinary shares of no par value |
|
1 127 690 590 |
|
1 127 690 590 |
|
1 127 690 590 |
|
Sasol preferred ordinary shares of no par value Sasol BEE |
|
28 385 646 |
|
28 385 646 |
|
28 385 646 |
|
ordinary shares of no par value |
|
158 331 335 |
|
158 331 335 |
|
158 331 335 |
|
|
|
1 314 407 571 |
|
1 314 407 571 |
|
1 314 407 571 |
|
Issued |
|
|
|
|
|
|
|
Shares issued at beginning of year |
|
631 028 318 |
|
645 560 928 |
|
679 822 439 |
|
Issued in terms of the employee share schemes |
|
1 337 439 |
|
1 566 581 |
|
1 776 361 |
|
Repurchase and cancellation of shares* |
|
|
|
(16 085 199 |
) |
(43 503 454 |
) |
Issued in terms of Sasol Khanyisa |
|
|
|
(13 992 |
) |
7 465 582 |
|
Shares issued at end of year |
|
632 365 757 |
|
631 028 318 |
|
645 560 928 |
|
Comprising |
|
|
|
|
|
|
|
Sasol ordinary shares of no par value |
|
626 034 410 |
|
624 696 971 |
|
623 081 550 |
|
Sasol preferred ordinary shares of no par value Sasol BEE |
|
|
|
|
|
16 085 199 |
|
ordinary shares of no par value |
|
6 331 347 |
|
6 331 347 |
|
6 394 179 |
|
|
|
632 365 757 |
|
631 028 318 |
|
645 560 928 |
|
Unissued shares |
|
|
|
|
|
|
|
Sasol ordinary shares of no par value |
|
501 656 180 |
|
502 993 619 |
|
504 609 040 |
|
Sasol preferred ordinary shares of no par value Sasol BEE |
|
28 385 646 |
|
28 385 646 |
|
12 300 447 |
|
ordinary shares of no par value |
|
151 999 988 |
|
151 999 988 |
|
151 937 156 |
|
|
|
682 041 814 |
|
683 379 253 |
|
668 846 643 |
|
* At 30 June 2020, 13 969 621 shares (2019- 13 969 621 shares) were held by the Sasol Foundation Trust and the Sasol Khanyisa Employee Share Ownership Plan.
On 7 September 2018, 16 085 199 preferred ordinary shares were repurchased from Inzalo Public Funding (RF) Proprietary Limited at a purchase price of R542,11 per share as per the shareholders authorisation obtained at the Annual General Meeting held on 17 November 2017, which had the effect that these shares were cancelled and restored to authorised share capital.
On 26 June 2018, 9 461 882 Sasol Limited preferred ordinary shares were repurchased from Inzalo Groups Funding at a purchase price of R475,03 per share as per the shareholders authorisation obtained at the Annual General Meeting held on 17 November 2017, which had the effect that these shares were cancelled and restored to authorised share capital.
On 4 June 2018, 25 231 686 Sasol Limited ordinary shares were repurchased from the Inzalo Employee schemes at a nominal value of R0,01 per share (as per Sasols rights of repurchase under the Inzalo Employee schemes trust deeds). The Inzalo Employee scheme participants did not receive a distribution of Sasol Limited ordinary shares.
On 26 February 2018, 8 809 886 Sasol Limited ordinary shares were repurchased from its wholly owned subsidiary, Sasol Investment Company (Pty) Ltd as per shareholders approval obtained at the Annual General Meeting held on 17 November 2017, which had the effect that these shares were cancelled and restored. At 30 June 2016, these shares represented 1,43% of the issued share capital of the company, excluding the Sasol Inzalo share transaction.
Accounting policies:
When Sasol Limiteds shares are repurchased by a subsidiary, the amount of consideration paid, including directly attributable costs, is recognised as a deduction from shareholders equity. Repurchased shares are classified as treasury shares and are disclosed as a deduction from total equity. Where such shares are subsequently reissued, any consideration received is included in the statement of changes in equity.
FUNDING ACTIVITIES AND FACILITIES
17 Long-term debt
|
|
2020 |
|
2019* |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Total long-term debt |
|
167 197 |
|
129 569 |
|
Short-term portion |
|
(19 686 |
) |
(2 219 |
) |
|
|
147 511 |
|
127 350 |
|
Analysis of long-term debt At amortised cost |
|
|
|
|
|
Secured debt** |
|
4 608 |
|
6 602 |
|
Unsecured debt*** |
|
163 216 |
|
123 555 |
|
Unamortised loan costs |
|
(627 |
) |
(588 |
) |
|
|
167 197 |
|
129 569 |
|
Reconciliation |
|
|
|
|
|
Balance at beginning of year |
|
129 569 |
|
101 830 |
|
Transfer of operating lease straight-lining under IAS 17 on initial application of IFRS 16 |
|
(1 027 |
) |
|
|
Adjusted amount at 1 July 2019 |
|
128 542 |
|
101 830 |
|
Loans raised*** |
|
36 487 |
|
93 884 |
|
Loans repaid**** |
|
(28 335 |
) |
(69 655 |
) |
Modification loss/(gain)***** |
|
1 193 |
|
(112 |
) |
Interest accrued |
|
1 003 |
|
917 |
|
Amortisation of loan costs |
|
135 |
|
725 |
|
Transfer to disposal groups held for sale** |
|
(1 551 |
) |
|
|
Translation of foreign operations |
|
29 723 |
|
1 980 |
|
Balance at end of year |
|
167 197 |
|
129 569 |
|
Interest-bearing status |
|
|
|
|
|
Interest-bearing debt |
|
167 197 |
|
128 624 |
|
Non-interest-bearing debt |
|
|
|
945 |
|
|
|
167 197 |
|
129 569 |
|
Maturity profile |
|
|
|
|
|
Within one year |
|
19 686 |
|
2 219 |
|
One to five years |
|
133 179 |
|
112 676 |
|
More than five years |
|
14 332 |
|
14 674 |
|
|
|
167 197 |
|
129 569 |
|
Business segmentation |
|
|
|
|
|
Energy |
|
2 396 |
|
5 085 |
|
Base Chemicals |
|
3 076 |
|
2 615 |
|
Performance Chemicals |
|
610 |
|
395 |
|
Group Functions |
|
161 115 |
|
121 474 |
|
Total operations |
|
167 197 |
|
129 569 |
|
* 2019 finance leases under IAS 17 were moved to note 18 Lease liabilities.
** Reduction in secured debt mainly due to Rompco debt that was transferred to liabilities held for sale. Refer note 12.
*** Loans raised to fund US growth projects.
**** 2020 relate mainly to US$1,5 billion repayments on the revolving credit facility in Sasol Financing International. 2019 relate mainly to the settlement of the LCCP term loan, discharging the completion guarantee issued in respect of the LCCP and the settlement of the Inzalo Public debt.
***** 2020 relates to the loan covenant amendment. Refer to page 47.
Fair value of long-term debt
The fair value of long-term debt is based on the quoted market price for the same or similar instruments or on the current rates available for debt with the same maturity profile and with similar cash flows. Market related rates ranging between 1,8% and 8,5% were used to discount estimated cash flows based on the underlying currency of the debt.
|
|
2020
|
|
2019
|
|
Total long-term debt (before unamortised loan costs)* |
|
160 425 |
|
133 428 |
|
* The difference in the fair value of long-term debt when compared to the carrying value is mainly due to the prevailing market price of the debt instruments.
17 Long-term debt continued
In terms of Sasol Limiteds memorandum of incorporation, the groups borrowing powers are limited to twice the sum of its share capital and reserves (2020 R309 billion; 2019 R452 billion).
Terms of repayment |
|
Security |
|
Business |
|
Currency |
|
Interest rate at 30
|
|
2020
|
|
2019
|
|
Secured debt
Repayable in quarterly instalments ending August 2024 |
|
Secured by property, plant and equipment with a carrying value of R4 999 million (2019 R4 183 million). |
|
Base Chemicals |
|
US dollar |
|
Libor + 2,5% |
|
3 209 |
|
2735 |
|
Repayable in bi-annual instalments ending June 2022 |
|
Secured by property, plant and equipment with a carrying value of R4 450 million (2019 R4 941 million) |
|
Energy (ROMPCO)* |
|
Rand |
|
|
|
|
|
2590 |
|
Repayable in bi-annual instalments ending February 2030 |
|
Secured by shares, property, plant and equipment with a carrying value of R1 821 million (2019 R1 480 million) |
|
Energy (CTRG) |
|
US dollar |
|
Libor + 5,5% |
|
1 226 |
|
1093 |
|
|
|
|
|
Various |
|
Various |
|
Various |
|
173 |
|
184 |
|
|
|
|
|
|
|
|
|
|
|
4 608 |
|
6602 |
|
* The Rompco debt was transferred to disposal groups held for sale. Refer note 12.
** Unless specified interest rate remained unchanged year-on-year.
Terms of repayment |
|
Business |
|
Currency |
|
Interest rate at 30
|
|
|
2020
|
|
2019
|
|
Unsecured debt
Various repayment terms ending April 2031 |
|
Various |
|
Various |
|
Various |
|
|
949 |
|
1 779 |
|
Various repayment terms |
|
Energy |
|
Rand |
|
Fixed 8% |
|
|
659 |
|
626 |
|
Repayable in August 2022 |
|
Group Functions (Sasol Financing) |
|
Rand |
|
Variable 3 months Jibar + 1,3% |
|
|
2 197 |
|
|
|
Various repayment terms from November 2021 November 2024(1),(2),(3) |
|
Group Functions US dollar to (Sasol Financing International) |
|
|
|
Fixed 4,5% and variable Libor + 1,60% to 2,90% (2019 Libor +1%) |
|
|
88 210 |
|
63 548 |
|
Various repayment terms from June 2024 to September 2028(3),(4) |
|
Group Functions US dollar (Sasol Financing USA) |
|
|
|
Fixed 5,8% to 6,5% and variable Libor + 1,6% to 2% (2019 Libor + 1% 1,4%) |
|
|
71 201 |
|
57 602 |
|
Total unsecured debt |
|
|
|
|
|
|
|
|
163 216 |
|
123 555 |
|
Total long-term debt |
|
|
|
|
|
|
|
|
167 824 |
|
130 157 |
|
Unamortised loan costs (amortised over period of debt using the effective interest rate method) |
|
|
|
|
|
|
|
|
(627 |
) |
(588 |
) |
|
|
|
|
|
|
|
|
|
167 197 |
|
129 569 |
|
Short-term portion of long-term debt |
|
|
|
|
|
|
|
|
(19 686 |
) |
(2 219 |
) |
|
|
|
|
|
|
|
|
|
147 511 |
|
127 350 |
|
(1) |
Included in this amount is the US$1 billion (R17 billion) bond, with a fixed interest rate of 4,5% which is listed on the New York Stock Exchange and is recognised in Sasol Financing International Limited, a 100% owned subsidiary of the group. Sasol Limited has fully and unconditionally guaranteed the bond. There are no restrictions on the ability of Sasol Limited to obtain funds from the finance subsidiary by dividend or loan. The variable interest rate debt relates to the US$3,9 billion (R67,6 billion) revolving credit facility and the US$150 million (R2,6 billion) term loan. |
|
|
(2) |
During the year Sasol Financing International Limited, drew down US$1,9 billion to fund mainly the LCCP and repaid US$1,5 billion on its revolving credit facility. |
|
|
(3) |
Increases mainly due to translation of foreign operations. |
|
|
(4) |
Included in this amount is the US$2,25 billion (R39,6 billion) bonds, with fixed interest rates of 5,88% and 6,5% which are listed on the New York Stock Exchange and is recognised in Sasol Financing USA LLC, a 100% owned subsidiary of the group. Sasol Limited has fully and unconditionally guaranteed the bond. There are no restrictions on the ability of Sasol Limited to obtain funds from the finance subsidiary by dividend or loan. The variable interest rate debt relates to the US$1,65 billion (R28,6 billion) term loan and US$150 million (R2,6 million) revolving credit facility. |
|
|
|
|
|
|
Contract
|
|
Total
|
|
Utilised
|
|
|
Available
|
|
30 June 2020 |
|
Expiry date |
|
Currency |
|
million |
|
Rm |
|
Rm |
|
|
Rm |
|
Banking facilities and debt arrangements |
|
|
|
|
|
|
|
|
|
|
|
|
||
Group treasury facilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper (uncommitted)(1) |
|
None |
|
Rand |
|
8 000 |
|
8 000 |
|
2 176 |
|
|
5 824 |
|
Commercial banking facilities(2) |
|
None |
|
Rand |
|
9 000 |
|
9 000 |
|
4 750 |
|
|
4 250 |
|
Revolving credit facility(3) |
|
Various |
|
US dollar |
|
3 900 |
|
67 571 |
|
67 138 |
|
|
433 |
|
Revolving credit facility |
|
June 2024 |
|
US dollar |
|
150 |
|
2 599 |
|
2 599 |
|
|
|
|
Debt arrangements |
|
November 2022 |
|
US dollar |
|
1 000 |
|
17 326 |
|
17 326 |
|
|
|
|
US Dollar Bond |
|
March 2024 |
|
US dollar |
|
1 500 |
|
25 989 |
|
25 989 |
|
|
|
|
US Dollar Bond |
|
September 2028 |
|
US dollar |
|
750 |
|
12 995 |
|
12 995 |
|
|
|
|
US Dollar Bond |
|
June 2024 |
|
US dollar |
|
1 650 |
|
28 588 |
|
28 588 |
|
|
|
|
US Dollar term loan |
|
June 2021 |
|
US dollar |
|
150 |
|
2 599 |
|
2 599 |
|
|
|
|
US Dollar term loan |
|
June 2021 |
|
US dollar |
|
1 000 |
|
17 326 |
|
17 326 |
|
|
|
|
US Dollar Syndicated Loan facility(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Sasol businesses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specific project asset finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Clean Fuels II (Natref) |
|
Various |
|
Rand |
|
1 838 |
|
1 838 |
|
1 838 |
|
|
|
|
Debt arrangements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other debt arrangements |
|
|
|
Various |
|
|
|
|
|
6 030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
189 354 |
|
|
10 507 |
|
Available cash excluding restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
32 287 |
|
Total funds available for use |
|
|
|
|
|
|
|
|
|
|
|
|
42 794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total utilised facilities |
|
|
|
|
|
|
|
|
|
|
|
|
189 354 |
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
|
1 003 |
|
Unamortised loan cost |
|
|
|
|
|
|
|
|
|
|
|
|
(627) |
|
Total debt including accrued interest and unamortised loan cost |
|
|
|
|
|
|
|
|
|
|
|
|
189 730 |
|
Comprising |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
147 511 |
|
Short-term debt(4) |
|
|
|
|
|
|
|
|
|
|
|
|
41 574 |
|
Short-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
21 888 |
|
Short-term portion of long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
19 686 |
|
Bank overdraft |
|
|
|
|
|
|
|
|
|
|
|
|
645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
189 730 |
|
(1) In August 2019, Sasol issued its inaugural paper to the value of R2 176 million in the local debt market under the current Domestic Medium Term Note (DMTN) programme, at 130 basis points above 3 month Jibar, repayable in August 2022.
(2) These commercial banking facilities are included in short-term debt.
(3) The RCF is available until November 2024, with total availability reducing to US$3,495 billion by November 2022 and to US$2,845 billion by November 2023.
(4) In November 2019 Sasol secured a US$1 billion syndicated loan facility for up to 18 months. The syndicated loan is included in short-term debt and matures in June 2021.
Loan covenant amendment
Lenders agreed to waive Sasols Net Debt : Earnings Before Interest, Taxation, Depreciation and Amortisation (EBITDA) covenant as at 30 June 2020 and to increase the maximum Net Debt : EBITDA covenant to 4 times for the 31 December 2020 measurement period, subject to certain conditions that include restrictions on capital expenditure and dividend payments. Sasol will also reduce the size of its loan facilities as debt levels are reduced. We have classified US$1 billion of the US$3,9 billion RCF as short- term in anticipation of proceeds from our asset divestment process. Proceeds will be utilised to repay the syndicated loan and reduce the RCF.
Accounting policies:
Debt, which constitutes a financial liability, includes short-term and long-term debt. Debt is initially recognised at fair value, net of transaction costs incurred and is subsequently stated at amortised cost. Debt is classified as short-term unless the borrowing entity has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Debt is derecognised when the obligation in the contract is discharged, cancelled or has expired. Premiums or discounts arising from the difference between the fair value of debt raised and the amount repayable at maturity date are charged to the income statement as finance expenses based on the effective interest rate method. A debt modification gain or loss is recognised immediately when a debt measured at amortised cost has been modified.
18 Lease liabilities
|
|
|
|
2020 |
|
2019* |
|
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
|
|
|
|
|
|
|
|
Total long-term lease liabilities** |
|
|
|
17 719 |
|
7 770 |
|
Short-term portion |
|
|
|
(1 894 |
) |
(325 |
) |
|
|
|
|
15 825 |
|
7 445 |
|
Reconciliation |
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
|
7 770 |
|
7 624 |
|
Adjustment on initial application of IFRS 16 |
|
|
|
9 337 |
|
|
|
Restated balance at beginning of year |
|
|
|
17 107 |
|
7 624 |
|
Finance leases acquired |
|
|
|
3 286 |
|
118 |
|
Payments made on lease liabilities |
|
|
|
(2 061 |
) |
(345 |
) |
Transfer to liabilities held for sale |
|
|
|
(2 214 |
) |
|
|
Termination of lease liability |
|
|
|
(410 |
) |
|
|
Interest accrued |
|
8 |
|
332 |
|
108 |
|
Translation effect of foreign currency leases |
|
|
|
93 |
|
212 |
|
Translation of foreign operations |
|
|
|
1 586 |
|
53 |
|
Balance at end of year |
|
|
|
17 719 |
|
7 770 |
|
Business segmentation |
|
|
|
|
|
|
|
· Mining |
|
|
|
11 |
|
|
|
· Exploration and Production International |
|
|
|
944 |
|
|
|
· Energy |
|
|
|
2 329 |
|
3 808 |
|
· Base Chemicals |
|
|
|
5 308 |
|
2 888 |
|
· Performance Chemicals |
|
|
|
5 543 |
|
1 071 |
|
· Group Functions |
|
|
|
3 584 |
|
3 |
|
Total operations |
|
|
|
17 719 |
|
7 770 |
|
* 2019 includes finance leases under IAS 17.
** Not included in the above is an amount of R757 million relating to short-term lease expenses for the year.
Terms of repayment |
|
Security |
|
Business |
|
Currency |
|
Interest rate at 30
|
|
2020
|
|
2019
|
|
Lease liabilities* |
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayable in monthly instalments over 15 to 30 years ending December 2050 |
|
Secured by buildings with a carrying value R1 676 million (2019 R1 461 million) |
|
Energy |
|
Rand |
|
Fixed 6,25% to 16,58% and variable 8% to 9,5% |
|
1 947 |
|
1 643 |
|
Repayable in monthly instalments over 20 years ending September 2036 |
|
Not secured |
|
Various |
|
Rand |
|
Fixed 10,94% |
|
3 583 |
|
|
|
Repayable in monthly instalments over 1 to 47 years ending October 2067 |
|
Secured by land, plant and equipment with a carrying value R3 632 million (2019 R5 908 million) |
|
Energy, Exploration and Production International, Base and Performance Chemicals |
|
Various |
|
Fixed 1% to 15,35% and variable 10,62% |
|
10 411 |
|
6 030 |
|
Other lease liabilities |
|
Underlying assets |
|
Various |
|
Various |
|
Various |
|
1 778 |
|
97 |
|
|
|
|
|
|
|
|
|
|
|
17 719 |
|
7 770 |
|
* The Groups lease liabilities relate to corporate office buildings in Sandton and Houston, rail yard, rail cars, retails convenience centres and storage facilities.
Operating leases Minimum future lease payments for 2019
In 2019, the group leases buildings under long-term non-cancellable operating lease agreements and also rents offices and other equipment under operating leases that are cancellable at various short-term notice periods by either party.
|
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Property, plant and equipment |
|
|
|
Within one year |
|
2 276 |
|
One to five years |
|
6 089 |
|
More than five years |
|
15 716 |
|
Total minimum future lease payments |
|
24 081 |
|
Included in operating leases is the following:
· The lease for the Sasol Corporate office building. The lease term is 20 years with an option to extend for a further five years. This is a significant lease for the group.
· The rental of a rail cars for our North American Operations. The lease period varies from 12 to 18 years with an option to extend for a further six years.
Areas of judgement:
Various factors are considered in assessing whether an arrangement contains a lease including whether a service contract includes the implicit right to substantially all of the economic benefits from assets used in providing the service and whether the group directs how and for what purpose such assets are used. In performing this assessment, the group considers decision-making rights that will most affect the economic benefits that will be derived from the use of the asset such as changing the type, timing, or quantity of output that is produced by the asset.
Incorporating optional lease periods where there is reasonable certainty that the option will be extended is subject to judgement and has an impact on the measurement of the lease liability and related right of use asset. Management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option, including consideration of the significance of the underlying asset to the operations and the expected remaining useful life of the operation where the leased asset is used.
The incremental borrowing rate that the group applies is the rate that the group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right of use asset in a similar economic environment with similar terms, security and conditions. The estimation of the incremental borrowing rate is determined for each lease contract using the risk-free rate over a term matching that of the lease, adjusted for other factors such as the credit rating of the lessee, a country risk premium and the borrowing currency. A higher incremental borrowing rate would lead to the recognition of a lower lease liability and corresponding right of use asset.
18 Lease liabilities continued
Accounting policies:
IFRS 16 applicable in 2020:
At contract inception all arrangements are assessed to determine whether it is, or contains, a lease. At the commencement date of the lease, the group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include:
· fixed payments (including in-substance fixed payments) less any lease incentives receivable;
· variable lease payments that depend on an index or a rate;
· amounts expected to be paid under residual value guarantees;
· the exercise price of a purchase option reasonably certain to be exercised;
· payments of penalties for terminating the lease, if the lease term reflects the group exercising the option to terminate; and
· lease payments to be made under reasonably certain extension options.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are capitalised as part of the cost of inventories or assets under construction) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is generally not readily determinable. The incremental borrowing rate is the rate that the group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right of use asset in a similar economic environment with similar terms, security and conditions.
After the commencement date, finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
The group applies the recognition exemptions to short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option) and leases of assets that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expenses over the lease term.
IAS 17 applicable in 2019 and before:
Arrangements that are, or contain, leases are classified as either finance or operating leases. Finance leases, which transfer substantially all of the risks and benefits incidental to ownership of the leased item to the Group, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the statement of profit or loss and other comprehensive income.
Operating lease payments are recognised in the income statement on a straight-line basis over the lease term.
19 Short-term debt
|
|
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Short-term debt(1),(2) |
|
|
|
21 888 |
|
1 239 |
|
Short-term portion of |
|
|
|
|
|
|
|
long-term debt(3) |
|
17 |
|
19 686 |
|
2 219 |
|
lease liabilities |
|
18 |
|
1 894 |
|
325 |
|
|
|
|
|
43 468 |
|
3 783 |
|
(1) In November 2019 Sasol secured a R17 billion (US$1 billion) syndicated loan facility for up to 18 months. The syndicated loan matures in June 2021. Short-term debt raised of R19,9 billion mainly relates to the syndicated loan and commercial facilities draw down.
(2) Sasol Financing drew down R4,3 billion on its commercial banking facilities.
(3) R17 billion (US$ 1 billion) of the R67,6 billion (US$ 3,9 billion) RCF was classified as short-term in anticipation of proceeds from our asset disposals being utilised to repay debt in accordance with the covenant waiver agreement.
Sasol Limited Group
CAPITAL ALLOCATION AND UTILISATION
|
Page |
INVESTING ACTIVITIES |
52 |
|
|
Property, plant and equipment |
52 |
|
|
Assets under construction |
57 |
|
|
Right of use assets |
61 |
|
|
Long-term receivable and prepaid expenses |
62 |
|
|
Equity accounted investments |
62 |
|
|
Interest in joint operations |
66 |
|
|
Interest in significant operating subsidiaries |
67 |
|
|
WORKING CAPITAL |
69 |
|
|
Inventories |
69 |
|
|
Trade and other receivables |
70 |
|
|
Trade and other payables |
71 |
|
|
Decrease/(increase) in working capital |
71 |
|
|
CASH MANAGEMENT |
72 |
|
|
Cash and cash equivalents |
72 |
|
|
Cash generated by operating activities |
73 |
|
|
Cash flow from operations |
73 |
|
|
Dividends paid |
73 |
INVESTING ACTIVITIES
20 Property, plant and equipment
for the year ended 30 June |
|
Land
|
|
Building
|
|
Plant,
|
|
Mineral
|
|
Total
|
|
Carrying amount at 30 June 2019 |
|
4 202 |
|
15 434 |
|
185 235 |
|
28 678 |
|
233 549 |
|
Transfer of finance lease assets to right of use assets |
|
|
|
|
|
|
|
|
|
|
|
on initial application of IFRS 16 |
|
(6 |
) |
(1 475 |
) |
(5 936 |
) |
|
|
(7 417 |
) |
Adjusted carrying amount at 1 July 2019 |
|
4 196 |
|
13 959 |
|
179 299 |
|
28 678 |
|
226 132 |
|
Additions |
|
34 |
|
59 |
|
1 039 |
|
1 230 |
|
2 362 |
|
to sustain existing operations |
|
34 |
|
42 |
|
825 |
|
1 230 |
|
2 131 |
|
to expand operations |
|
|
|
17 |
|
214 |
|
|
|
231 |
|
Net reclassification (to)/from other assets |
|
(11 |
) |
(295 |
) |
447 |
|
(4 |
) |
137 |
|
Reduction in rehabilitation provisions |
|
|
|
|
|
|
|
|
|
|
|
capitalised (note 35) |
|
|
|
|
|
(23 |
) |
(160 |
) |
(183 |
) |
Projects capitalised |
|
920 |
|
3 035 |
|
120 616 |
|
3 378 |
|
127 949 |
|
Reclassification to held for sale (note 12) |
|
(112 |
) |
(2 350 |
) |
(61 754 |
) |
|
|
(64 216 |
) |
Translation of foreign operations |
|
842 |
|
2 091 |
|
23 761 |
|
230 |
|
26 924 |
|
Disposals and scrapping |
|
(268 |
) |
(6 |
) |
(484 |
) |
(18 |
) |
(776 |
) |
Current year depreciation charge |
|
|
|
(720 |
) |
(15 816 |
) |
(3 291 |
) |
(19 827 |
) |
Net impairment of property, |
|
|
|
|
|
|
|
|
|
|
|
plant and equipment (note 10) |
|
(10 |
) |
(3 819 |
) |
(90 203 |
) |
|
|
(94 032 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount at 30 June 2020 |
|
5 591 |
|
11 954 |
|
156 882 |
|
30 043 |
|
204 470 |
|
for the year ended 30 June |
|
Land
|
|
Building
|
|
Plant,
|
|
Mineral
|
|
Total
|
|
Carrying amount at 30 June 2018 |
|
2 744 |
|
8 537 |
|
127 336 |
|
28 840 |
|
167 457 |
|
Additions |
|
6 |
|
395 |
|
959 |
|
1 360 |
|
2 720 |
|
to sustain existing operations |
|
6 |
|
76 |
|
959 |
|
1 360 |
|
2 401 |
|
to expand operations |
|
|
|
319 |
|
|
|
|
|
319 |
|
Net reclassification (to)/from other assets |
|
(6 |
) |
19 |
|
(97 |
) |
(306 |
) |
(390 |
) |
Reduction in rehabilitation provisions |
|
|
|
|
|
|
|
|
|
|
|
capitalised (note 35) |
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
Projects capitalised |
|
1 452 |
|
7 281 |
|
83 768 |
|
3 583 |
|
96 084 |
|
Reclassification to held for sale |
|
(8 |
) |
(57 |
) |
(438 |
) |
|
|
(503 |
) |
Translation of foreign operations |
|
36 |
|
4 |
|
(182 |
) |
78 |
|
(64 |
) |
Disposals and scrapping |
|
(22 |
) |
(90 |
) |
(547 |
) |
(49 |
) |
(708 |
) |
Current year depreciation charge |
|
|
|
(643 |
) |
(13 607 |
) |
(3 285 |
) |
(17 535 |
) |
Net impairment of property, plant and |
|
|
|
|
|
|
|
|
|
|
|
equipment |
|
|
|
(12 |
) |
(11 956 |
) |
(1 543 |
) |
(13 511 |
) |
Carrying amount at 30 June 2019 |
|
4 202 |
|
15 434 |
|
185 235 |
|
28 678 |
|
233 549 |
|
Up to and including financial year 2019, Sasol recognised lease assets that were classified as finance leases under IAS 17 Leases as part of Property, Plant and Equipment. From financial year 2020 assets recognised under IFRS 16 Leases are disclosed separately in note 22, Right of use assets.
|
|
|
|
Building |
|
Plant, |
|
|
|
|
|
|
|
|
|
and |
|
equipment |
|
Mineral |
|
|
|
|
|
Land |
|
improvements |
|
and vehicles |
|
assets |
|
Total |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
5 844 |
|
21 418 |
|
325 837 |
|
84 822 |
|
437 921 |
|
Accumulated depreciation and impairment |
|
(253 |
) |
(9 464 |
) |
(168 955 |
) |
(54 779 |
) |
(233 451 |
) |
|
|
5 591 |
|
11 954 |
|
156 882 |
|
30 043 |
|
204 470 |
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
4 403 |
|
23 034 |
|
316 548 |
|
74 769 |
|
418 754 |
|
Accumulated depreciation and impairment |
|
(201 |
) |
(7 600 |
) |
(131 313 |
) |
(46 091 |
) |
(185 205 |
) |
|
|
4 202 |
|
15 434 |
|
185 235 |
|
28 678 |
|
233 549 |
|
2018 |
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
3 036 |
|
15 652 |
|
239 262 |
|
70 386 |
|
328 336 |
|
Accumulated depreciation and impairment |
|
(292 |
) |
(7 115 |
) |
(111 926 |
) |
(41 546 |
) |
(160 879 |
) |
|
|
2 744 |
|
8 537 |
|
127 336 |
|
28 840 |
|
167 457 |
|
|
|
|
|
|
|
||||||
|
|
2020 |
|
2019 |
|
||||||
for the year ended 30 June |
|
Rm |
|
Rm |
|
||||||
Business segmentation |
|
|
|
|
|
||||||
· Mining |
|
23 787 |
|
23 540 |
|
||||||
· Exploration and Production International |
|
7 244 |
|
6 076 |
|
||||||
· Energy |
|
27 167 |
|
48 924 |
|
||||||
· Base Chemicals |
|
39 269 |
|
77 339 |
|
||||||
· Performance Chemicals |
|
103 781 |
|
74 313 |
|
||||||
· Group Functions |
|
3 222 |
|
3 357 |
|
||||||
Total operations |
|
204 470 |
|
233 549 |
|
||||||
|
|
|
|
|
|
|
|
||||
|
|
2020 |
|
2019 |
|
2018 |
|
||||
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
||||
Additions to property, plant and equipment (cash flow) |
|
|
|
|
|
|
|
||||
Current year additions Adjustments for |
|
2 362 |
|
2 720 |
|
6 992 |
|
||||
non-cash items |
|
(1 761 |
) |
(1 491 |
) |
(6 278 |
) |
||||
movement in environmental provisions capitalised |
|
(1 761 |
) |
(1 387 |
) |
(178 |
) |
||||
movement in long-term debt* |
|
|
|
(104 |
) |
(6 100 |
) |
||||
Per the statement of cash flows |
|
601 |
|
1 229 |
|
714 |
|
* 2018, additions include the Air Separation Unit at SSO of R3,4 billion and the Lake Charles Chemical Project rail yard and wash bay leases of R1,8 billion that commenced during the year.
|
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Leased assets |
|
|
|
Carrying value of capitalised leased assets (included in plant, equipment and vehicles) |
|
7 423 |
|
cost |
|
9 316 |
|
accumulated depreciation |
|
(1 893 |
) |
Sasol applied the modified retrospective transition approach for the adoption of IFRS 16 Leases. Comparative information is not restated and continues to be presented as previously reported under IAS 17 Leases.
20 Property, plant and equipment continued
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Capital commitments (excluding equity accounted investments) |
|
|
|
|
|
Capital commitments, excluding capitalised interest, include all projects for which specific board approval has been obtained. Projects still under investigation for which specific board approvals have not yet been |
|
|
|
|
|
obtained are excluded from the following: |
|
|
|
|
|
Authorised and contracted for |
|
260 620 |
|
212 848 |
|
Authorised but not yet contracted for |
|
21 136 |
|
43 097 |
|
Less expenditure to the end of year |
|
(249 806 |
) |
(195 850 |
) |
|
|
31 950 |
|
60 095 |
|
|
|
|
|
|
|
to sustain existing operations |
|
26 305 |
|
29 654 |
|
to expand operations |
|
5 645 |
|
30 441 |
|
Estimated expenditure |
|
|
|
|
|
Within one year |
|
15 578 |
|
32 194 |
|
One to five years |
|
16 372 |
|
27 901 |
|
|
|
31 950 |
|
60 095 |
|
Business segmentation |
|
|
|
|
|
· Mining |
|
2 352 |
|
2 372 |
|
· Exploration and Production International |
|
3 597 |
|
19 795 |
|
· Energy |
|
9 237 |
|
10 390 |
|
· Base Chemicals |
|
11 013 |
|
16 504 |
|
· Performance Chemicals |
|
5 326 |
|
10 434 |
|
· Group Functions |
|
425 |
|
600 |
|
Total operations |
|
31 950 |
|
60 095 |
|
Significant capital commitments at 30 June comprise of:
|
|
|
|
|
|
2020 |
|
2019 |
|
Project |
|
Project location Business segment |
|
Rm |
|
Rm |
|
||
Lake Charles Chemicals Project* |
|
United States |
|
Base and Performance Chemicals |
|
1 297 |
|
11 856 |
|
Dispersal drum dryers |
|
United States |
|
Base and Performance Chemicals |
|
944 |
|
|
|
Mozambique exploration and |
|
Mozambique |
|
Exploration and Production International |
|
3 353 |
|
17 375 |
|
development |
|
|
|
|
|
|
|
|
|
Sixth fine ash dam |
|
Secunda |
|
Energy |
|
1 573 |
|
2 302 |
|
Shutdown and major statutory maintenance |
|
Various |
|
Energy, Base and Performance Chemicals |
|
3 247 |
|
5 949 |
|
Renewal projects |
|
Secunda and Sasolburg |
|
Energy, Base and Performance Chemicals |
|
1 702 |
|
4 578 |
|
Renewal projects |
|
Germany |
|
Base and Performance Chemicals |
|
|
|
|
|
Mulalo project |
|
Secunda |
|
Energy, Base and Performance Chemicals |
|
256 |
|
|
|
Boiler automation |
|
Secunda |
|
Energy, Base and Performance Chemicals |
|
1 329 |
|
1 329 |
|
Environmental projects |
|
Secunda |
|
Energy, Base and Performance Chemicals |
|
299 |
|
|
|
Steam Station 2 NOx Abatement |
|
Sasolburg |
|
Base and Performance Chemicals |
|
1 007 |
|
|
|
Ammonia storage facility |
|
Sasolburg |
|
Base Chemicals |
|
900 |
|
1 168 |
|
Steam Station 1 Air Quality Compliance |
|
Sasolburg |
|
Base and Performance Chemicals |
|
650 |
|
|
|
Mozambique drilling campaign and infield compression |
|
Mozambique |
|
Exploration and Production International |
|
1 405 |
|
577 |
|
Clean fuels II: To meet legislated fuel specifications |
|
Secunda |
|
Energy |
|
93 |
|
915 |
|
Network development |
|
Various |
|
Energy |
|
1 375 |
|
418 |
|
Specialised stonework equipment |
|
Secunda |
|
Mining |
|
|
|
|
|
Laboratory expansion |
|
Germany |
|
Base and Performance Chemicals |
|
290 |
|
|
|
Road and rail automation system |
|
Secunda |
|
Base and Performance Chemicals |
|
320 |
|
|
|
China Ethoxylation plant |
|
China |
|
Performance Chemicals |
|
351 |
|
|
|
Refurbishment of equipment |
|
Secunda |
|
Mining |
|
126 |
|
|
|
Natcos to Multi Product Pipeline project |
|
Durban |
|
Energy |
|
|
|
135 |
|
Natcos tank programme |
|
Durban |
|
Energy |
|
812 |
|
409 |
|
Etame field development |
|
Gabon |
|
Exploration and Production International |
|
110 |
|
|
|
Mine geographical expansions |
|
Secunda |
|
Mining |
|
131 |
|
|
|
Natref air quality compliance projects |
|
Sasolburg |
|
Energy |
|
113 |
|
380 |
|
Impumelelo Colliery to maintain Brandspruit Colliery operation |
|
Secunda |
|
Mining |
|
478 |
|
406 |
|
Coal tar filtration east and west project |
|
Secunda |
|
Energy, Base and Performance Chemicals |
|
252 |
|
353 |
|
Other capital commitments |
|
Various |
|
Various |
|
176 |
|
220 |
|
|
|
|
|
|
|
138 |
|
356 |
|
|
|
|
|
|
|
9 223 |
|
11 369 |
|
|
|
|
|
|
|
31 950 |
|
60 095 |
|
* The LCCP capital commitment excludes the remaining contingency of US$113 million. The approved amount for the LCCP is US$12,9 billion with the overall cost estimate tracking US$12,8 billion.
20 Property, plant and equipment continued
Accounting policies:
Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Land is not depreciated.
When plant and equipment comprises major components with different useful lives, these components are accounted for as separate items.
Depreciation of mineral assets on producing oil and gas properties is based on the units-of-production method calculated using estimated proved developed reserves.
Life-of-mine coal assets are depreciated using the units-of-production method and is based on proved and probable reserves assigned to that specific mine (accessible reserves) or complex which benefits from the utilisation of those assets. Other coal mining assets are depreciated on the straight-line method over their estimated useful lives.
Depreciation of property acquisition costs, capitalised as part of mineral assets in property, plant and equipment, is based on the units-of-production method calculated using estimated proved reserves.
Property, plant and equipment, other than mineral assets, is depreciated to its estimated residual value on a straight-line basis over its expected useful life.
Areas of judgement:
The depreciation methods, estimated remaining useful lives and residual values are reviewed at least annually. The estimation of the useful lives of property, plant and equipment is based on historic performance as well as expectations about future use and therefore requires a significant degree of judgement to be applied by management.
The following depreciation rates apply in the group: |
|
|
|
Buildings and improvements |
|
1 17 %, units of production over life of related reserve base Retail |
|
convenience centres |
|
3 5 |
% |
Plant |
|
2 50 |
% |
Equipment |
|
3 91 |
% |
Vehicles |
|
5 33 |
% |
Mineral assets |
|
Units of production over life of related reserve base |
|
Life-of-mine coal assets |
|
Units of production over life of related reserve base |
|
21 Assets under construction
for the year ended 30 June |
|
Property
|
|
Other
|
|
Exploration
|
|
Total
|
|
Balance as at 30 June 2019 |
|
126 327 |
|
627 |
|
810 |
|
127 764 |
|
Transfer of finance lease assets to right of use assets on initial application of IFRS 16 |
|
(71 |
) |
|
|
|
|
(71 |
) |
Adjusted carrying amount at 1 July 2019 |
|
126 256 |
|
627 |
|
810 |
|
127 693 |
|
Additions |
|
35 186 |
|
485 |
|
59 |
|
35 730 |
|
to sustain existing operations |
|
18 564 |
|
453 |
|
|
|
19 017 |
|
to expand operations |
|
16 622 |
|
32 |
|
59 |
|
16 713 |
|
Net reclassification from/(to) other assets |
|
(107 |
) |
179 |
|
(89 |
) |
(17 |
) |
Finance costs capitalised |
|
3 520 |
|
|
|
|
|
3 520 |
|
Net impairment of assets under construction (note 10) |
|
(13 399 |
) |
|
|
43 |
|
(13 356 |
) |
Reclassification to disposal groups held for sale (note 12) |
|
(9 497 |
) |
|
|
|
|
(9 497 |
) |
Projects capitalised |
|
(127 949 |
) |
(543 |
) |
|
|
(128 492 |
) |
Translation of foreign operations |
|
12 773 |
|
92 |
|
11 |
|
12 876 |
|
Disposals and scrapping* |
|
(531 |
) |
|
|
(124 |
) |
(655 |
) |
Balance at 30 June 2020 |
|
26 252 |
|
840 |
|
710 |
|
27 802 |
|
* Determining as to whether, and how much, cost incurred on a project is abnormal and needs to be scrapped, involves judgement. The factors considered by management include the scale and complexity of the project, the technology being applied and input from experts.
for the year ended 30 June |
|
Property
|
|
Other
|
|
Exploration
|
|
Total
|
|
Balance as at 30 June 2018 |
|
163 783 |
|
1 125 |
|
453 |
|
165 361 |
|
Additions |
|
52 786 |
|
289 |
|
67 |
|
53 142 |
|
to sustain existing operations |
|
21 739 |
|
245 |
|
|
|
21 984 |
|
to expand operations |
|
31 047 |
|
44 |
|
67 |
|
31 158 |
|
Net reclassification from/(to) other assets |
|
(93 |
) |
|
|
323 |
|
230 |
|
Finance costs capitalised |
|
6 942 |
|
|
|
|
|
6 942 |
|
Net impairment of assets under construction |
|
(3 973 |
) |
|
|
(34 |
) |
(4 007 |
) |
Reclassification to disposal groups held for sale |
|
(153 |
) |
|
|
|
|
(153 |
) |
Projects capitalised |
|
(96 084 |
) |
(816 |
) |
|
|
(96 900 |
) |
Translation of foreign operations |
|
3 971 |
|
29 |
|
1 |
|
4 001 |
|
Disposals and scrapping* |
|
(852 |
) |
|
|
|
|
(852 |
) |
Balance at 30 June 2019 |
|
126 327 |
|
627 |
|
810 |
|
127 764 |
|
* Determining as to whether, and how much, cost incurred on a project is abnormal and needs to be scrapped, involves judgement. The factors considered by management include the scale and complexity of the project, the technology being applied and input from experts.
21 Assets under construction continued
for the year ended 30 June |
|
2020
|
|
2019
|
|
Business segmentation |
|
|
|
|
|
Mining |
|
2 530 |
|
2 268 |
|
Exploration and Production International |
|
9 381 |
|
7 426 |
|
Energy |
|
5 644 |
|
7 698 |
|
Base Chemicals |
|
5 576 |
|
60 927 |
|
Performance Chemicals |
|
4 090 |
|
48 764 |
|
Group Functions |
|
581 |
|
681 |
|
Total operations |
|
27 802 |
|
127 764 |
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended at 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Additions to assets under construction (cash flow) |
|
|
|
|
|
|
|
Current year additions Adjustments |
|
35 730 |
|
53 142 |
|
52 806 |
|
for non-cash items |
|
(1 186 |
) |
1 410 |
|
(171 |
) |
cash flow hedge accounting |
|
|
|
|
|
1 |
|
movement in environmental provisions capitalised movement in |
|
(1 186 |
) |
(537 |
) |
(172 |
) |
long-term debt |
|
|
|
(13 |
) |
|
|
LCCP investment incentives |
|
|
|
1 960 |
|
|
|
|
|
|
|
|
|
|
|
Per the statement of cash flows* |
|
34 544 |
|
54 552 |
|
52 635 |
|
* Excludes finance costs capitalised to assets under construction.
Capital expenditure
Projects to expand operations comprise of:
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
Project location |
|
Business segment |
|
Rm |
|
Rm |
|
Lake Charles Chemicals Project* |
|
United States |
|
Base and Performance Chemicals |
|
13 807 |
|
30 289 |
|
Mozambique exploration and development |
|
Mozambique |
|
Exploration and Production International |
|
211 |
|
221 |
|
China Ethoxylation plant |
|
China |
|
Performance Chemicals |
|
18 |
|
489 |
|
Canadian shale gas asset |
|
Canada |
|
Exploration and Production International |
|
132 |
|
141 |
|
Other projects to expand operations |
|
Various |
|
Various |
|
1 359 |
|
1 445 |
|
Capital expenditure (cash flow) |
|
|
|
|
|
15 527 |
|
32 585 |
|
* Actual capital expenditure (accrual basis) 30 June 2020 US$880 million; 30 June 2019 US$2,2 billion.
Accounting policies:
Assets under construction
Assets under construction are non-current assets, which includes land and expenditure capitalised for work in progress in respect of activities to develop, expand or enhance items of property, plant and equipment, intangible assets and exploration assets. The cost of self-constructed assets includes expenditure on materials, direct labour and an allocated proportion of project overheads. Cost also includes the estimated costs of dismantling and removing the assets and site rehabilitation costs to the extent that they relate to the construction of the asset as well as gains or losses on qualifying cash flow hedges attributable to that asset. When regular major inspections are a condition of continuing to operate an item of property, plant and equipment, and plant shutdown costs will be incurred, an estimate of these shutdown costs are included in the carrying value of the asset at initial recognition.
Land acquired, as well as costs capitalised for work in progress in respect of activities to develop, expand or enhance items of property, plant and equipment are classified as part of assets under construction.
Finance expenses in respect of specific and general borrowings are capitalised against qualifying assets as part of assets under construction. Where funds are borrowed specifically for the purpose of acquiring or constructing a qualifying asset, the amount of finance expenses eligible for capitalisation on that asset is the actual finance expenses incurred on the borrowing during the period less any investment income on the temporary investment of those borrowings.
Where funds are made available from general borrowings and used for the purpose of acquiring or constructing qualifying assets, the amount of finance expenses eligible for capitalisation is determined by applying a capitalisation rate to the expenditures on these assets. The capitalisation rate of 4,9% is calculated as the weighted average of the interest rates applicable to the borrowings of the group that are outstanding during the period, including borrowings made specifically for the purpose of obtaining qualifying assets once the specific qualifying asset is ready for its intended use. The amount of finance expenses capitalised will not exceed the amount of borrowing costs incurred.
Exploration assets
Exploration assets comprise capitalised expenditure relating to the exploration for and evaluation of mineral resources (coal, oil and gas). Mineral assets comprise capitalised expenditure relating to producing coal, oil and gas properties, including development costs and previously capitalised exploration assets.
21 Assets under construction continued
Oil and gas
The successful efforts method is used to account for natural oil and gas exploration, evaluation and development activities. Property and licence acquisition costs as well as development cost, including expenditure incurred to drill and equip development wells on proved properties, are capitalised as part of assets under construction and transferred to mineral assets in property, plant and equipment when the assets begin producing.
On completion of an exploratory well or exploratory-type stratigraphic test well, the entity will be able to determine if there are oil or gas resources. The classification of resources as proved reserves depends on whether development of the property is economically feasible and recoverable in the future, under existing economic and operating conditions, and if any major capital expenditure to develop the property as a result of sufficient quantities of additional proved reserves being identified is justifiable, approved and recoverable.
The cost of exploratory wells, through which potential proved reserves may be or have been discovered and the associated exploration costs are capitalised as exploration and evaluation assets in assets under construction. These costs remain capitalised pending the evaluation of results and the determination of whether there are proved reserves.
The following conditions must be met for these exploration costs to remain capitalised:
· Sufficient progress is being made in assessing the oil and gas resources, including assessing the economic and operating viability with regards to developing the property.
· It has been determined that sufficient oil and gas resources or reserves exist which are economically viable based on a range of technical and commercial considerations to justify the capital expenditure required for the completion of the well as a producing well, either individually or in conjunction with other wells.
Progress in this regard is reassessed at each reporting date and is subject to technical, commercial and management review to ensure sufficient justification for the continued capitalisation of such qualifying exploration and evaluation expenditure as an exploration and evaluation asset as part of assets under construction. If both of the above conditions are not met or if information is obtained that raise substantial doubt about the economic or operating viability, the costs are charged to the income statement.
Exploratory wells and exploratory-type stratigraphic test wells can remain suspended on the statement of financial position for several years while additional activity including studies, appraisal, drilling and/or seismic work on the potential oil and gas field is performed or while the optimum development plans and timing are established in the absence of impairment indicators.
Coal mining
Coal mining exploration and evaluation expenditure is charged to the income statement until completion of a final feasibility study supporting proved and probable coal reserves. Expenditure incurred subsequent to proved and probable coal reserves being identified is capitalised as exploration assets in assets under construction.
Expenditure on producing mines or development properties is capitalised when excavation or drilling is incurred to extend reserves or further delineate existing proved and probable coal reserves. All development expenditure incurred after the commencement of production is capitalised to the extent that it gives rise to probable future economic benefits.
A unit is considered to be produced once it has been removed from underground and taken to the surface, passed the bunker and has been transported by conveyor over the scale of the shaft head. The calculation is based on proved and probable reserves assigned to that specific mine (accessible reserves) or complex which benefits from the utilisation of those assets. Inaccessible reserves are excluded from the calculation.
22 Right of use assets
for the year ended 30 June |
|
Land
|
|
Building
|
|
Plant,
|
|
Mineral
|
|
Total
|
|
Carrying amount at 30 June 2019 |
|
|
|
|
|
|
|
|
|
|
|
Recognition of right of use assets on initial application of IFRS 16 |
|
433 |
|
6 490 |
|
9 118 |
|
4 |
|
16 045 |
|
Adjusted carrying amount at 1 July 2019 |
|
433 |
|
6 490 |
|
9 118 |
|
4 |
|
16 045 |
|
Additions |
|
8 |
|
407 |
|
3 046 |
|
5 |
|
3 466 |
|
Reclassification to held for sale |
|
(2 |
) |
(7 |
) |
(1 166 |
) |
|
|
(1 175 |
) |
Translation of foreign operations |
|
83 |
|
332 |
|
1 281 |
|
|
|
1 696 |
|
Terminations |
|
|
|
(14 |
) |
(586 |
) |
|
|
(600 |
) |
Current year depreciation charge |
|
(25 |
) |
(662 |
) |
(1 605 |
) |
(2 |
) |
(2 294 |
) |
Net impairment of right of use assets (note 10) |
|
(313 |
) |
(100 |
) |
(2 909 |
) |
|
|
(3 322 |
) |
Carrying amount at 30 June 2020 |
|
184 |
|
6 446 |
|
7 179 |
|
7 |
|
13 816 |
|
Up to and including financial year 2019, Sasol recognised lease assets that were classified as finance leases under IAS 17 Leases as part of Property, Plant and Equipment.
for the year ended 30 June |
|
Land
|
|
Building
|
|
Plant,
|
|
Mineral
|
|
Total
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
523 |
|
8 046 |
|
10 954 |
|
9 |
|
19 532 |
|
Accumulated depreciation and impairment |
|
(339 |
) |
(1 600 |
) |
(3 775 |
) |
(2 |
) |
(5 716 |
) |
|
|
184 |
|
6 446 |
|
7 179 |
|
7 |
|
13 816 |
|
for the year ended 30 June |
|
2020
|
|
Business segmentation |
|
|
|
Mining |
|
10 |
|
Exploration and Production International |
|
888 |
|
Energy |
|
1 941 |
|
Base Chemicals |
|
3 430 |
|
Performance Chemicals |
|
5 118 |
|
Group Functions |
|
2 429 |
|
Total operations |
|
13 816 |
|
Accounting policies:
IFRS 16 applicable in 2020:
Right of use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right of use assets includes:
· the amount of the initial measurement of lease liability;
· any lease payments made at or before the commencement date less any lease incentives received;
· any initial direct costs; and
· restoration costs.
Right of use assets are generally depreciated over the shorter of the assets useful life and the lease term on a straight-line basis. If the group is reasonably certain to exercise a purchase option, the right of use asset is depreciated over the underlying assets useful life. The depreciation charge is recognised in the income statement unless it is capitalised as part of the cost of inventories or assets under construction.
The right of use assets are also subject to impairment. Refer to the accounting policies in the note on Remeasurement items affecting profit or loss.
23 Long-term receivables and prepaid expenses
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Total long-term receivables |
|
7 411 |
|
6 007 |
|
Impairment of long-term receivables* |
|
(442 |
) |
(211 |
) |
Short-term portion |
|
(1 170 |
) |
(214 |
) |
|
|
5 799 |
|
5 582 |
|
Long-term prepaid expenses |
|
636 |
|
735 |
|
|
|
6 435 |
|
6 317 |
|
Comprising: |
|
|
|
|
|
Long-term receivables (interest-bearing) joint operations |
|
1 608 |
|
1 252 |
|
Long-term loans |
|
2 822 |
|
2 370 |
|
LCCP investment incentives |
|
1 369 |
|
1 960 |
|
|
|
5 799 |
|
5 582 |
|
*Impairment of long-term loans and receivables
Long-term loans and receivables are considered for impairment under the expected credit loss model. Refer to note 43 for detail on the impairments recognised.
24 Equity accounted investments
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Amounts recognised in the statement of financial position: |
|
|
|
|
|
Investments in joint ventures and associates |
|
11 812 |
|
9 866 |
|
|
|
2020 |
|
2019 |
|
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
|
Business segmentation |
|
|
|
|
|
|
|
Mining |
|
13 |
|
5 |
|
|
Energy |
|
10 887 |
|
9 449 |
|
|
Base Chemicals |
|
767 |
|
273 |
|
|
Performance Chemicals |
|
16 |
|
16 |
|
|
Group Functions |
|
129 |
|
123 |
|
Total carrying value of equity accounted investments |
|
11 812 |
|
9 866 |
|
* The increase relates to the 49% investment in Enaex Africa (Pty) Ltd after the disposal of the explosives business.
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Amounts recognised in the income statement: |
|
|
|
|
|
|
|
Share of (losses)/profits of equity accounted investments, net of tax |
|
(347 |
) |
1 074 |
|
1 443 |
|
share of profits |
|
(347 |
) |
1 089 |
|
1 454 |
|
remeasurement items |
|
|
|
(15 |
) |
(11 |
) |
|
|
|
|
|
|
|
|
Amounts recognised in the statement of cash flows: |
|
|
|
|
|
|
|
Dividends received from equity accounted investments |
|
208 |
|
1 506 |
|
1 702 |
|
There are no significant restrictions on the ability of the joint ventures or associate to transfer funds to Sasol Limited in the form of cash dividends or repayment of loans or advances.
Impairment testing of equity accounted investments
Based on impairment indicators at each reporting date, impairment tests in respect of investments in joint ventures and associates are performed. The recoverable amount of the investment is compared to the carrying amount, as described in note 10, to calculate the impairment.
At 30 June, the groups interest in equity accounted investments and the total carrying values were:
|
|
Country of |
|
|
|
Interest |
|
2020 |
|
2019 |
|
Name |
|
incorporation |
|
Nature of activities |
|
% |
|
Rm |
|
Rm |
|
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
ORYX GTL Limited |
|
Qatar |
|
GTL plant |
|
49 |
|
10 511 |
|
8 239 |
|
Sasol Dyno Nobel (Pty) Ltd |
|
South Africa |
|
Manufacturing and distribution of explosives |
|
50 |
|
255 |
|
273 |
|
Sasol Chevron Holdings Limited |
|
Bermuda |
|
Marketing of Escravos GTL products |
|
50 |
|
159 |
|
274 |
|
Associates |
|
|
|
|
|
|
|
|
|
|
|
Enaex Africa (Pty) Ltd* |
|
South Africa |
|
Manufacturing and distribution of explosives |
|
49 |
|
512 |
|
|
|
Escravos GTL (EGTL)** |
|
Nigeria |
|
GTL plant |
|
|
|
|
|
753 |
|
Other equity accounted investments |
|
|
|
|
|
Various |
|
375 |
|
327 |
|
Carrying value of investments |
|
|
|
|
|
|
|
11 812 |
|
9 866 |
|
* On 30 June 2020, Sasol formed an entity Enaex Africa (Pty) Ltd, with Enaex S.A. (Enaex), a subsidiary of the Sigdo Koppers Group, with Enaex taking responsibility for the management and operational control of the associate.
** The group sold its 10% investment in EGTL on 29 June 2020. Refer note 11.
Summarised financial information for the groups share of equity accounted investments which are not material**
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Operating (loss)/profit |
|
(674 |
) |
13 |
|
Loss before tax |
|
(665 |
) |
(2 |
) |
Taxation |
|
(20 |
) |
(56 |
) |
Loss and total comprehensive loss for the year |
|
(685 |
) |
(58 |
) |
** The financial information provided represents the groups share of the results of the equity accounted investments.
|
|
2020 |
|
2019 |
|
Capital commitments relating to equity accounted investments |
|
Rm |
|
Rm |
|
Capital commitments, excluding capitalised interest, include all projects for which specific board approval has been obtained up to the reporting date. Projects still under investigation for which specific board approvals have not yet been obtained are excluded from the following: |
|
|
|
|
|
Authorised and contracted for |
|
1 936 |
|
715 |
|
Authorised but not yet contracted for |
|
1 089 |
|
1 100 |
|
Less: expenditure to the end of year |
|
(1 748 |
) |
(532 |
) |
|
|
1 277 |
|
1283 |
|
Areas of judgement:
Joint ventures and associates are assessed for materiality in relation to the group using a number of factors such as investment value, strategic importance and monitoring by those charged with governance.
ORYX GTL is considered to be material as it is closely monitored and reported on to the decision makers and is considered to be a strategically material investment.
24 Equity accounted investments continued
Summarised financial information for the groups material equity accounted investments
In accordance with the groups accounting policy, the results of joint ventures and associates are equity accounted. The information provided below represents the groups material joint venture. The financial information presented includes the full financial position and results of the joint venture and includes intercompany transactions and balances.
|
|
Joint venture |
|
||
|
|
ORYX GTL Limited |
|
||
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Summarised statement of financial position |
|
|
|
|
|
Non-current assets |
|
17 236 |
|
11 964 |
|
Deferred tax asset |
|
636 |
|
22 |
|
Current assets |
|
7 217 |
|
6 722 |
|
Total assets |
|
25 089 |
|
18 708 |
|
Other non-current liabilities |
|
974 |
|
378 |
|
Other current liabilities |
|
2 663 |
|
1 337 |
|
Tax payable |
|
|
|
100 |
|
Total liabilities |
|
3 637 |
|
1 815 |
|
Net assets |
|
21 452 |
|
16 893 |
|
Summarised income statement |
|
|
|
|
|
Turnover |
|
7 279 |
|
9 977 |
|
Depreciation and amortisation |
|
(1 424 |
) |
(1 420 |
) |
Other operating expenses |
|
(4 707 |
) |
(5 039 |
) |
Operating profit before interest and tax |
|
1 148 |
|
3 518 |
|
Finance income |
|
31 |
|
33 |
|
Finance cost |
|
(84 |
) |
(3 |
) |
Profit before tax |
|
1 095 |
|
3 548 |
|
Taxation |
|
(492 |
) |
(607 |
) |
Profit and total comprehensive income for the year |
|
603 |
|
2 941 |
|
The groups share of profits of equity accounted investment |
|
338 |
|
1 131 |
|
49% share of profit before tax |
|
536 |
|
1 738 |
|
Taxation* |
|
(198 |
) |
(607 |
) |
|
|
|
|
|
|
Reconciliation of summarised financial information |
|
|
|
|
|
Net assets at the beginning of the year |
|
16 893 |
|
17 001 |
|
Profit before tax for the year |
|
1 095 |
|
3 548 |
|
Taxation* |
|
(483 |
) |
(607 |
) |
Foreign exchange differences |
|
3 947 |
|
490 |
|
Dividends paid |
|
|
|
(3 539 |
) |
Net assets at the end of the year |
|
21 452 |
|
16 893 |
|
Additional Sasol specific liabilities* |
|
|
|
(79 |
) |
Adjusted net assets at the end of the period |
|
21 452 |
|
16 814 |
|
Carrying value of equity accounted investment |
|
10 511 |
|
8 239 |
|
* From 29 April 2017 to 31 December 2018, as a result of tax regulations, tax was levied only on Sasols share of profits at a rate of 35%.
The year-end for ORYX GTL Limited is 31 December, however the group uses the financial information at 30 June. The carrying value of the investment represents the groups interest in the net assets thereof.
Contingent liabilities
There were no contingent liabilities at 30 June 2020 relating to our joint ventures or associates.
Accounting policies:
The financial results of associates and joint ventures are included in the groups results according to the equity method from acquisition date until the disposal date. Under the equity method, investments in associates and joint ventures are recognised initially at cost. Subsequent to the acquisition date, the groups share of profits or losses of associates and joint ventures is charged to the income statement as equity accounted earnings and its share of movements in equity reserves is recognised as other comprehensive income or equity as appropriate. A joint venture is a joint arrangement in which the parties have joint control with rights to the net assets of the arrangement. An associate is an entity, other than a subsidiary, joint venture or joint operation, in which the group has significant influence, but no control or joint control, over financial and operating policies. Associates and joint ventures whose financial year-ends are within three months of 30 June are included in the consolidated financial statements using their most recently audited financial results. Adjustments are made to the associates and joint ventures financial results for material transactions and events in the intervening period.
25 Interest in joint operations
At 30 June, the groups interest in material joint operations were:
|
|
|
|
|
|
% of equity owned |
|
||
Name |
|
Country of incorporation |
|
Nature of activities |
|
2020 |
|
2019 |
|
Gemini HDPE LLC |
|
United States of America |
|
Manufactures high density polyethylene chemicals |
|
50 |
|
50 |
|
Sasol Canada |
|
Canada |
|
Development of shale gas reserves and production and marketing of shale gas |
|
50 |
|
50 |
|
Natref |
|
South Africa |
|
Refining of crude oil |
|
64 |
|
64 |
|
The information provided is Sasols share of joint operations (excluding unincorporated joint operations) and includes intercompany transactions and balances.
|
|
Gemini |
|
Sasol |
|
|
|
|
|
Total |
|
Total |
|
|
|
HDPE LLC |
|
Canada |
|
Natref |
|
Other* |
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Statement of financial position |
|
|
|
|
|
|
|
|
|
|
|
|
|
External non-current assets |
|
6 148 |
|
1 430 |
|
3 461 |
|
1 878 |
|
12 917 |
|
10 858 |
|
External current assets |
|
82 |
|
191 |
|
325 |
|
1 084 |
|
1 682 |
|
1 651 |
|
Intercompany current assets |
|
26 |
|
1 |
|
9 |
|
4 |
|
40 |
|
109 |
|
Total assets |
|
6 256 |
|
1 622 |
|
3 795 |
|
2 966 |
|
14 639 |
|
12 618 |
|
Shareholders equity |
|
3 049 |
|
80 |
|
234 |
|
251 |
|
3 614 |
|
2 888 |
|
Long-term liabilities |
|
2 958 |
|
1 446 |
|
2 823 |
|
1 997 |
|
9 224 |
|
8 001 |
|
Interest-bearing current liabilities |
|
136 |
|
1 |
|
256 |
|
371 |
|
764 |
|
589 |
|
Non-interest-bearing current liabilities |
|
113 |
|
95 |
|
268 |
|
81 |
|
557 |
|
737 |
|
Intercompany current liabilities |
|
|
|
|
|
214 |
|
266 |
|
480 |
|
403 |
|
Total equity and liabilities |
|
6 256 |
|
1 622 |
|
3 795 |
|
2 966 |
|
14 639 |
|
12 618 |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover |
|
527 |
|
341 |
|
2 157 |
|
1 196 |
|
4 221 |
|
4 135 |
|
Operating profit/(loss) |
|
(129 |
) |
(133 |
) |
284 |
|
130 |
|
152 |
|
(2 323 |
) |
Other expenses |
|
(160 |
) |
(19 |
) |
(207 |
) |
(159 |
) |
(545 |
) |
(444 |
) |
Net (loss)/profit before tax |
|
(289 |
) |
(152 |
) |
77 |
|
(29 |
) |
(393 |
) |
(2 767 |
) |
Taxation |
|
|
|
|
|
37 |
|
(103 |
) |
(66 |
) |
(62 |
) |
Attributable (loss)/profit |
|
(289 |
) |
(152 |
) |
114 |
|
(132 |
) |
(459 |
) |
(2 829 |
) |
Statement of cash flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operations |
|
1 |
|
(221 |
) |
956 |
|
272 |
|
1 008 |
|
1 337 |
|
Movement in working capital |
|
11 |
|
(53 |
) |
(98 |
) |
71 |
|
(69 |
) |
(111 |
) |
Tax paid |
|
|
|
|
|
(2 |
) |
(1 |
) |
(3 |
) |
(24 |
) |
Other expenses |
|
(131 |
) |
|
|
(210 |
) |
(205 |
) |
(546 |
) |
(561 |
) |
Cash available from operations |
|
(119 |
) |
(274 |
) |
646 |
|
137 |
|
390 |
|
641 |
|
Dividends paid |
|
|
|
|
|
(166 |
) |
|
|
(166 |
) |
(230 |
) |
Cash retained from operations |
|
(119 |
) |
(274 |
) |
480 |
|
137 |
|
224 |
|
411 |
|
Cash flow from investing activities |
|
(708 |
) |
122 |
|
(519 |
) |
342 |
|
(763 |
) |
(843 |
) |
Cash flow from financing activities |
|
825 |
|
(2 |
) |
77 |
|
(279 |
) |
621 |
|
(612 |
) |
Decrease/(Increase) in cash requirements |
|
(2 |
) |
(154 |
) |
38 |
|
200 |
|
82 |
|
(1 044 |
) |
* Includes Central Térmica de Ressano Garcia (CTRG).
At 30 June 2020, the groups share of the total capital commitments of joint operations amounted to R700 million (2019 R1 080 million).
26 Interest in significant operating subsidiaries
Sasol Limited is the ultimate parent of the Sasol group of companies. Our wholly-owned subsidiary, Sasol Investment Company (Pty) Ltd, a company incorporated in the Republic of South Africa, holds primarily our interests in companies incorporated outside of South Africa. The following table presents each of the groups significant subsidiaries (including direct and indirect holdings), the nature of activities, the percentage of shares of each subsidiary owned and the country of incorporation at 30 June.
There are no significant restrictions on the ability of the groups subsidiaries to transfer funds to Sasol Limited in the form of cash dividends or repayment of loans or advances.
|
|
Country of |
|
|
|
% of equity owned |
|
Investment at cost (Rm)(1) |
|
||||
Name |
|
incorporation |
|
Nature of activities |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
Significant operating subsidiaries Direct |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sasol Mining Holdings (Pty) Ltd |
|
South Africa |
|
Holding company of the groups mining interests |
|
100 |
|
100 |
|
9 163 |
|
9 163 |
|
Sasol Technology (Pty) Ltd |
|
South Africa |
|
Engineering services, research and development and technology transfer |
|
100 |
|
100 |
|
316 |
|
316 |
|
Sasol Financing Ltd |
|
South Africa |
|
Management of cash resources, investments and procurement of loans (for South African operations) |
|
100 |
|
100 |
|
422 |
|
422 |
|
Sasol Investment Company (Pty) Ltd(2) |
|
South Africa |
|
Holding company for foreign investments |
|
100 |
|
100 |
|
67 656 |
|
65 748 |
|
Sasol South Africa Ltd(3),(4) |
|
South Africa |
|
Integrated petrochemicals and energy company |
|
100 |
|
100 |
|
39 809 |
|
35 730 |
|
Sasol Middle East and India (Pty) Ltd |
|
South Africa |
|
Develop and implement international GTL and CTL ventures |
|
100 |
|
100 |
|
10 098 |
|
10 092 |
|
Sasol Africa (Pty) Ltd |
|
South Africa |
|
Exploration, development, production, marketing and distribution of natural oil and gas and associated products |
|
100 |
|
100 |
|
8 069 |
|
8 069 |
|
Sasol Oil (Pty) Ltd |
|
South Africa |
|
Marketing of fuels and lubricants |
|
75 |
|
75 |
|
694 |
|
672 |
|
Sasol New Energy Holdings (Pty) Ltd |
|
South Africa |
|
Developing lower-carbon energy solutions |
|
100 |
|
100 |
|
792 |
|
792 |
|
(1) The cost of these investments represents the holding companys investment in the subsidiaries, which eliminate on consolidation and exclude impairments..
(2) Increase relates to equity funding of the LCCP.
(3) Increase relates to notional interest relating to Khanyisa transaction.
(4) Sasol Khanyisa shareholders indirectly have an 18,4% shareholding in Sasol South Africa Limited. Once the Khanyisa funding is settled, the Sasol Khanyisa ordinary shares will be exchanged for Sasol BEE Ordinary (SOLBE1) shares listed on the empowerment segment of the JSE.
26 Interest in significant operating subsidiaries continued
|
|
|
|
|
|
% of equity owned |
|
||
Name |
|
Country of
|
|
2020 |
|
2019 |
|
||
Significant operating subsidiaries Indirect |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Republic of Mozambique Pipeline Investment Company (Pty) Ltd (ROMPCO)* |
|
South Africa |
|
Owning and operating of the natural gas transmission pipeline between Temane in Mozambique and Secunda in South Africa for the transportation of natural gas produced in Mozambique to markets in Mozambique and South Africa |
|
50 |
|
50 |
|
|
|
|
|
|
|
|
|
|
|
Sasol Financing International Limited |
|
South Africa |
|
Management of cash resources, investment and procurement of loans (for our foreign operations) |
|
100 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
Sasol Germany GmbH |
|
Germany |
|
Production, marketing and distribution of chemical products |
|
100 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
Sasol Italy SpA |
|
Italy |
|
Trading and transportation of oil products, petrochemicals and chemical products and derivatives |
|
100 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
Sasol Mining (Pty) Ltd |
|
South Africa |
|
Coal mining activities |
|
90 |
|
90 |
|
|
|
|
|
|
|
|
|
|
|
Sasol Canada Holdings Limited |
|
Canada |
|
Exploration, development, production, marketing and distribution of natural oil and gas and associated products in Canada |
|
100 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
Sasol Chemicals (USA) LLC |
|
United States |
|
Production, marketing and distribution of America of chemical products |
|
100 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
Sasol Financing USA LLC |
|
United States |
|
Management of cash resources, of America investment and procurement of loans (for our North American operations) |
|
100 |
|
100 |
|
* Through contractual arrangements Sasol exercises control over the relevant activities of Rompco. The Group has classified the assets and liabilities of Rompco as held for sale at 30 June 2020. Refer to note 12.
Our other interests in subsidiaries are not considered significant.
Non-controlling interests
The group has a number of subsidiaries with non-controlling interests, however none of them were material to the Statement of Financial position.
Guarantees
Sasol Limited has guaranteed the fulfilment of various subsidiaries obligations in terms of contractual agreements. The group has guaranteed the borrowing facilities and banking arrangements of certain of its subsidiaries.
Areas of judgement:
The disclosure of subsidiaries is based on materiality taking into account the contribution to turnover, assets of the group, and the way the business is managed and reported on.
Control is obtained when Sasol is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through our power over the subsidiary.
The financial results of all entities that have a functional currency different from the presentation currency of their parent entity are translated into the presentation currency. Income and expenditure transactions of foreign operations are translated at the average rate of exchange for the year except for significant individual transactions which are translated at the exchange rate ruling at that date. All assets and liabilities, including fair value adjustments and goodwill arising on acquisition, are translated at the rate of exchange ruling at the reporting date. Differences arising on translation are recognised as other comprehensive income and are included in the foreign currency translation reserve.
WORKING CAPITAL
27 Inventories
for the year ended 30 June |
|
2020
|
|
2019
|
|
Inventories |
|
|
|
|
|
Carrying value |
|
|
|
|
|
Crude oil and other raw materials |
|
3 513 |
|
3 938 |
|
Process material |
|
1 868 |
|
1 890 |
|
Maintenance materials |
|
6 376 |
|
5 940 |
|
Work in progress |
|
2 108 |
|
2 578 |
|
Manufactured products |
|
13 681 |
|
15 087 |
|
Consignment inventory |
|
255 |
|
213 |
|
|
|
27 801 |
|
29 646 |
|
Business segmentation |
|
|
|
|
|
· Mining |
|
1 963 |
|
1 425 |
|
· Exploration and Production International |
|
183 |
|
163 |
|
· Energy |
|
5 689 |
|
7 826 |
|
· Base Chemicals |
|
6 383 |
|
7 684 |
|
· Performance Chemicals |
|
13 558 |
|
12 522 |
|
· Group Functions |
|
25 |
|
26 |
|
Total operations |
|
27 801 |
|
29 646 |
|
The impact of lower sales prices resulted in a net realisable value write-down of R384 million in 2020 (2019 R371 million).
Inventory of R3 294 million (2019 R3 113 million) is held at net realisable value. No inventories were encumbered at 30 June 2020, (2019 Rnil million).
Accounting policies:
Inventories are stated at the lower of cost and net realisable value. Cost includes expenditure incurred in acquiring, manufacturing and transporting the inventory to its present location. Manufacturing costs include an allocated portion of production overheads which are directly attributable to the cost of manufacturing such inventory. The allocation is determined based on the greater of normal production capacity and actual production. The costs attributable to any inefficiencies in the production process are charged to the income statement as incurred.
By-products are incidental to the manufacturing processes, are usually produced as a consequence of the main product stream, and are immaterial to the group. Revenue from sale of by-products is offset against the cost of the main products.
Cost is determined as follows:
28 Trade and other receivables
for the year ended 30 June |
|
2020
|
|
2019
|
|
Trade and other receivables |
|
|
|
|
|
Trade receivables |
|
18 247 |
|
23 237 |
|
Other receivables* |
|
4 310 |
|
2 760 |
|
Related party receivables equity accounted investments |
|
215 |
|
67 |
|
Impairment of trade and other receivables |
|
(706 |
) |
(453 |
) |
Trade and other receivables |
|
22 066 |
|
25 611 |
|
Duties recoverable from customers |
|
366 |
|
467 |
|
Prepaid expenses and other |
|
1 605 |
|
1 425 |
|
Value added tax |
|
1 060 |
|
1 075 |
|
|
|
25 097 |
|
28 578 |
|
* The increase compared to prior year mainly relates to a portion of the LCCP investment incentives reclassified to short-term and proceeds on the EGTL disposal received after June 2020.
Impairment of trade receivables
Trade receivables are considered for impairment under the expected credit loss model. Trade receivables are written off when there is no reasonable prospect that the customer will pay. Refer to note 43 for detail on the impairments recognised.
No individual customer represents more than 10% of the groups trade receivables.
Fair value of trade receivables
The carrying value approximates fair value because of the short period to maturity of these instruments.
Collateral
The group holds no collateral over the trade receivables which can be sold or pledged to a third party.
|
|
2020
|
|
2019
|
|
Business segmentation |
|
|
|
|
|
· Mining |
|
201 |
|
276 |
|
· Exploration and Production International |
|
538 |
|
497 |
|
· Energy |
|
7 672 |
|
10 357 |
|
· Base Chemicals |
|
7 104 |
|
7 603 |
|
· Performance Chemicals |
|
8 140 |
|
8 071 |
|
· Group Functions |
|
1 442 |
|
1 774 |
|
Total operations |
|
25 097 |
|
28 578 |
|
Accounting policies:
Trade and other receivables are recognised initially at transaction price and subsequently stated at amortised cost using the effective interest rate method, less impairment losses. A simplified expected credit loss model is applied for recognition and measurement of impairments in trade receivables, where expected lifetime credit losses are recognised from initial recognition, with changes in loss allowances recognised in profit and loss. The group did not use a provisional matrix. Trade and other receivables are written off where there is no reasonable expectation of recovering amounts due. The trade receivables do not contain a significant financing component.
29 Trade and other payables
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Trade payables |
|
13 535 |
|
15 749 |
|
Capital project related payables* |
|
3 516 |
|
9 088 |
|
Accrued expenses |
|
3 837 |
|
3 340 |
|
Related party payables |
|
276 |
|
324 |
|
third parties |
|
88 |
|
189 |
|
equity accounted investments |
|
188 |
|
135 |
|
Trade payables |
|
21 164 |
|
28 501 |
|
Other payables** |
|
7 188 |
|
6 282 |
|
Duties payable to revenue authorities |
|
7 086 |
|
4 450 |
|
Value added tax |
|
319 |
|
233 |
|
|
|
35 757 |
|
39 466 |
|
* Decrease as a result of reduced activity on the LCCP project as units reach beneficial operation.
** Other payables includes employee-related payables.
No individual vendor represents more than 10% of the groups trade payables.
Fair value of trade and other payables
The carrying value approximates fair value because of the short period to settlement of these obligations.
Accounting policies:
Trade and other payables are initially recognised at fair value and subsequently stated at amortised cost. Capital project related payables are excluded from working capital, as the nature and risks of these payables are not considered to be aligned to operational trade payables.
30 Decrease/(increase) in working capital
|
|
2020 |
|
2019 |
|
2018 |
|
|
|
Rm |
|
Rm |
|
Rm |
|
Decrease/(increase) in inventories |
|
3 397 |
|
(829 |
) |
(3 413 |
) |
Decrease/(increase) in trade receivables |
|
6 431 |
|
37 |
|
(2 789 |
) |
(Decrease)/increase in trade payables |
|
(3 990 |
) |
3 202 |
|
2 441 |
|
Decrease/(increase) in working capital |
|
5 838 |
|
2 410 |
|
(3 761 |
) |
CASH MANAGEMENT
31 Cash and cash equivalents
for the year ended 30 June |
|
2020
|
|
2019
|
|
Cash and cash equivalents |
|
34 739 |
|
15 877 |
|
Bank overdraft |
|
(645 |
) |
(58 |
) |
Per the statement of cash flows |
|
34 094 |
|
15 819 |
|
Cash by currency |
|
|
|
|
|
Rand |
|
14 281 |
|
4 179 |
|
Euro |
|
2 602 |
|
2 080 |
|
US dollar |
|
15 520 |
|
7 992 |
|
Other currencies |
|
1 691 |
|
1 568 |
|
|
|
34 094 |
|
15 819 |
|
Included in cash and cash equivalents:
Cash in respect of various special purpose entities in the Group for use within those entities amounted to R187 million (2019 R288 million) and cash in respect of short-term rehabilitation commitments amounted to R99 million.
Cash in respect of joint operations can only be utilised for the business activities of the joint operations. This includes Sasols interests in the power plant in Mozambique R617 million (2019 R322 million), the high-density polyethylene (HDPE) plant in North America of R40 million (2019 R35 million) and R65 million (2019 R227 million) relating to exploration and other ventures.
Other cash restricted for use of R799 million (2019 R1 176 million) includes cash deposits serving as collateral for bank guarantees.
Fair value of cash and cash equivalents
The carrying value of cash and cash equivalents approximates fair value due to the short-term maturity of these instruments.
Accounting policies:
Cash and cash equivalents comprises cash on hand, cash restricted for use, bank overdraft, demand deposits and other short-term highly liquid investments with a maturity period of three months or less at date of purchase. Cash and cash equivalents are stated at carrying amount which is deemed to be fair value.
Cash restricted for use comprises cash and cash equivalents which are not available for general use by the group, including amounts held in escrow, trust or other separate bank accounts.
32 Cash generated by operating activities
|
|
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Rm |
|
Cash flow from operations |
|
33 |
|
36 546 |
|
48 988 |
|
46 638 |
|
Decrease/(increase) in working capital |
|
30 |
|
5 838 |
|
2 410 |
|
(3 761 |
) |
|
|
|
|
42 384 |
|
51 398 |
|
42 877 |
|
33 Cash flow from operations
for the year ended 30 June Note |
|
Note |
|
2020
|
|
2019
|
|
2018
|
|
(Loss)/earnings before interest and tax (EBIT) |
|
|
|
(111 030 |
) |
9 697 |
|
17 747 |
|
Adjusted for |
|
|
|
|
|
|
|
|
|
share of losses/(profits) of equity accounted investments |
|
24 |
|
347 |
|
(1 074 |
) |
(1 443 |
) |
equity-settled share-based payment |
|
39 |
|
1 946 |
|
1 659 |
|
3 776 |
|
depreciation and amortisation |
|
|
|
22 575 |
|
17 968 |
|
16 425 |
|
effect of remeasurement items |
|
10 |
|
110 834 |
|
18 645 |
|
9 901 |
|
movement in long-term provisions |
|
|
|
(2 208 |
) |
430 |
|
(596 |
) |
income statement charge |
|
35 |
|
(734 |
) |
(1 099 |
) |
(729 |
) |
utilisation |
|
35 |
|
39 |
|
(3 |
) |
25 |
|
movement in short-term provisions movement in |
|
|
|
733 |
|
635 |
|
(561 |
) |
post-retirement benefits translation effects |
|
|
|
6 098 |
|
(199 |
) |
(121 |
) |
write-down of inventories to net realisable value |
|
|
|
384 |
|
371 |
|
234 |
|
movement in financial assets and liabilities movement |
|
|
|
3 990 |
|
864 |
|
2 415 |
|
in other receivables and payables other non-cash |
|
|
|
3 057 |
|
601 |
|
(244 |
) |
movements |
|
|
|
515 |
|
493 |
|
(191 |
) |
|
|
|
|
36 546 |
|
48 988 |
|
46 638 |
|
34 Dividends paid
for the year ended 30 June |
|
Note |
|
2020
|
|
2019
|
|
2018
|
|
Final dividend prior year |
|
|
|
10 |
|
6 269 |
|
4 842 |
|
Interim dividend current year |
|
|
|
21 |
|
3 683 |
|
3 110 |
|
|
|
|
|
31 |
|
9 952 |
|
7 952 |
|
Forecast cash flow on final dividend current year |
|
|
|
|
|
|
|
4 898 |
|
The Board did not declare a final or interim dividend during the year. Dividends paid relate to dividends paid by Sasol South Africa Limited to Sasol Khanyisa participants.
Sasol Limited Group
PROVISIONS AND RESERVES
|
Page |
|
|
PROVISIONS |
75 |
|
|
Long-term provisions |
75 |
|
|
Short-term provisions |
77 |
|
|
Post-retirement benefit obligations |
77 |
|
|
Cash-settled share-based payment provision |
84 |
|
|
RESERVES |
85 |
|
|
Share-based payment reserve |
85 |
PROVISIONS
35 Long-term provisions
for the year ended 30 June |
|
Environ
|
|
Share-
|
|
Other
|
|
Total
|
|
2020 |
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
18 742 |
|
264 |
|
954 |
|
19 960 |
|
Capitalised in property, plant and equipment and assets under construction** |
|
2 947 |
|
|
|
|
|
2 947 |
|
Reduction in rehabilitation provision capitalised |
|
(183 |
) |
|
|
|
|
(183 |
) |
Transfer to held for sale liabilities*** |
|
(303 |
) |
|
|
(1 |
) |
(304 |
) |
Per the income statement |
|
(2 012 |
) |
(205 |
) |
9 |
|
(2 208 |
) |
additional provisions and changes to existing provisions |
|
(695 |
) |
(205 |
) |
58 |
|
(842 |
) |
reversal of unutilised amounts |
|
(10 |
) |
|
|
(49 |
) |
(59 |
) |
effect of change in discount rate |
|
(1 307 |
) |
|
|
|
|
(1 307 |
) |
Notional interest |
|
941 |
|
|
|
4 |
|
945 |
|
Utilised during year (cash flow) |
|
(668 |
) |
(7 |
) |
(59 |
) |
(734 |
) |
Foreign exchange differences recognised in income statement |
|
1 574 |
|
(5 |
) |
18 |
|
1 587 |
|
Translation of foreign operations |
|
752 |
|
4 |
|
139 |
|
895 |
|
Balance at end of year |
|
21 790 |
|
51 |
|
1 064 |
|
22 905 |
|
for the year ended 30 June |
|
Environ
|
|
Share-
|
|
Other
|
|
Total
|
|
2019 |
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
14 933 |
|
1 101 |
|
1 693 |
|
17 727 |
|
Capitalised in property, plant and equipment and assets under construction |
|
1 925 |
|
|
|
|
|
1 925 |
|
Reduction in rehabilitation provision capitalised |
|
(1 |
) |
|
|
|
|
(1 |
) |
Transfer to held for sale liabilities |
|
(51 |
) |
|
|
(3 |
) |
(54 |
) |
Per the income statement |
|
1 095 |
|
(440 |
) |
(225 |
) |
430 |
|
additional provisions and changes to existing provisions |
|
415 |
|
(440 |
) |
64 |
|
39 |
|
reversal of unutilised amounts |
|
(8 |
) |
|
|
(289 |
) |
(297 |
) |
effect of change in discount rate |
|
688 |
|
|
|
|
|
688 |
|
Notional interest |
|
849 |
|
|
|
8 |
|
857 |
|
Utilised during year (cash flow) |
|
(159 |
) |
(397 |
) |
(543 |
) |
(1 099 |
) |
Foreign exchange differences recognised in income statement |
|
109 |
|
|
|
18 |
|
127 |
|
Translation of foreign operations |
|
42 |
|
|
|
6 |
|
48 |
|
Balance at end of year |
|
18 742 |
|
264 |
|
954 |
|
19 960 |
|
|
* |
Refer note 38 for accounting policies and areas of judgement used in calculating the share-based payment provision (cash settled). |
|
|
|
|
|
|
|
** |
Increase in rehabilitation capitalised in 2020 relates to a reassessment of our provision based on discount rates and cost estimates. |
|
|
|
|
*** |
Relates to rehabilitation provisions of the US Base Chemicals Assets and Investment in Republic of Mozambique Pipeline Investment Company classified as held for sale, refer note 12. |
35 Long-term provisions continued
for the year ended 30 June |
|
Note |
|
2020
|
|
2019
|
|
Expected timing of future cash flows |
|
|
|
|
|
|
|
Within one year |
|
|
|
1 048 |
|
2 338 |
|
One to five years |
|
|
|
5 324 |
|
3 291 |
|
More than five years |
|
|
|
16 533 |
|
14 331 |
|
|
|
|
|
22 905 |
|
19 960 |
|
Short-term portion |
|
36 |
|
(1 048 |
) |
(2 338 |
) |
Long-term provisions |
|
|
|
21 857 |
|
17 622 |
|
Estimated undiscounted obligation |
|
|
|
96 033 |
|
101 100 |
|
Business segmentation |
|
|
|
|
|
|
|
· Mining |
|
|
|
1 631 |
|
1 439 |
|
· Exploration and Production International |
|
|
|
11 292 |
|
6 779 |
|
· Energy |
|
|
|
2 684 |
|
3 427 |
|
· Base Chemicals |
|
|
|
3 309 |
|
3 919 |
|
· Performance Chemicals |
|
|
|
2 941 |
|
2 038 |
|
· Group Functions |
|
|
|
|
|
20 |
|
Total operations |
|
|
|
21 857 |
|
17 622 |
|
Environmental provisions
In accordance with the groups published environmental policy and applicable legislation, a provision for rehabilitation is recognised when the obligation arises, representing the estimated actual cash flows in the period in which the obligation is settled.
The environmental obligation includes estimated costs for the rehabilitation of coal mining, oil, gas and petrochemical sites. The amount provided is calculated based on currently available facts and applicable legislation.
The total environmental provision at 30 June 2020 amounted to R21 790 million (2019 R18 742 million). In line with the requirements of the legislation of South Africa, the utilisation of certain investments is restricted for mining rehabilitation purposes. These investments amounted to R661 million (2019 R667 million). In addition, indemnities of R2 190 million (2019 R2 155 million) are in place.
The following risk-free rates were used to discount the estimated cash flows based on the underlying currency and time duration of the obligation.
for the year ended 30 June |
|
2020
|
|
2019
|
|
South Africa |
|
3,6 to 9,4 |
|
6,9 to 8,7 |
|
Europe |
|
|
|
0,0 to 0,7 |
|
United States of America |
|
0,2 to 0,9 |
|
1,7 to 2,3 |
|
Canada |
|
0,5 to 1,4 |
|
1,7 to 2,2 |
|
for the year ended 30 June |
|
2020
|
|
2019
|
|
A 1% point change in the discount rate would have the following effect on the long-term provisions recognised |
|
|
|
|
|
Increase in the discount rate |
|
(3 836 |
) |
(3 351 |
) |
amount capitalised to property, plant and equipment income |
|
(2 767 |
) |
(1 930 |
) |
recognised in income statement |
|
(1 069 |
) |
(1 421 |
) |
Decrease in the discount rate |
|
4 297 |
|
4 540 |
|
amount capitalised to property, plant and equipment expense |
|
3 115 |
|
2 622 |
|
recognised in income statement |
|
1 182 |
|
1 918 |
|
36 Short-term provisions
|
|
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Other provisions |
|
|
|
|
|
|
|
Short-term portion of |
|
|
|
649 |
|
552 |
|
long-term provisions |
|
35 |
|
1 048 |
|
2 338 |
|
post-retirement benefit obligations |
|
37 |
|
505 |
|
399 |
|
|
|
|
|
2 202 |
|
3 289 |
|
Accounting policies:
Long-term provisions are determined by discounting the expected future cash flows using a pre-tax discount rate to their present value. The increase in discounted long-term provisions as a result of the passage of time is recognised as a finance expense in the income statement.
Estimated long-term environmental provisions, comprising pollution control, rehabilitation and mine closure, are based on the groups environmental policy taking into account current technological, environmental and regulatory requirements. The provision for rehabilitation is recognised as and when the environmental liability arises. To the extent that the obligations relate to the construction of an asset, they are capitalised as part of the cost of those assets. The effect of subsequent changes to assumptions in estimating an obligation for which the provision was recognised as part of the cost of the asset is adjusted against the asset. Any subsequent changes to an obligation which did not relate to the initial construction of a related asset are charged to the income statement. The estimated present value of future decommissioning costs, taking into account current environmental and regulatory requirements, is capitalised as part of property, plant and equipment, to the extent that they relate to the construction of the asset, and the related provisions are raised. These estimates are reviewed at least annually.
Deferred tax is recognised on the temporary differences in relation to both the asset to which the obligation relates to and rehabilitation provision.
Termination benefits are recognised as a liability at the earlier of the date of recognition of restructuring costs or when the group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. In the case of an offer to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits that are expected to be wholly settled more than 12 months after the end of the reporting period are discounted to their present value.
Areas of judgement:
The determination of long-term provisions, in particular environmental provisions, remains a key area where managements judgement is required. Estimating the future cost of these obligations is complex and requires management to make estimates and judgements because most of the obligations will only be fulfilled in the future and contracts and laws are often not clear regarding what is required. The resulting provisions could also be influenced by changing technologies and political, environmental, safety, business and statutory considerations as well as the period in which it will be settled.
It is envisaged that, based on the current information available, any additional liability in excess of the amounts provided will not have a material adverse effect on the groups financial position, liquidity or cash flow.
37 Post-retirement benefit obligations
|
|
|
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Note |
|
Rm |
|
Rm |
|
Post-retirement healthcare obligations |
|
|
|
|
|
|
|
South Africa |
|
37.1 |
|
2 992 |
|
3 825 |
|
United States of America |
|
|
|
385 |
|
268 |
|
|
|
|
|
3 377 |
|
4 093 |
|
Pension obligations |
|
37.2 |
|
|
|
|
|
Foreign post-retirement benefit obligation |
|
|
|
11 819 |
|
9 014 |
|
Less: short-term portion of post-retirement pension and medical benefit obligations |
|
|
|
(505 |
) |
(399 |
) |
Total post-retirement benefit obligations |
|
|
|
14 691 |
|
12 708 |
|
|
|
|
|
|
|
|
|
Pension assets |
|
37.2 |
|
|
|
|
|
South Africa post-retirement benefit asset |
|
|
|
(467 |
) |
(555 |
) |
Foreign post-retirement benefit asset |
|
|
|
|
|
(719 |
) |
Total post-retirement benefit assets |
|
|
|
(467 |
) |
(1 274 |
) |
Net pension obligations |
|
|
|
11 352 |
|
7 740 |
|
37 Post-retirement benefit obligations continued
The group provides post-retirement medical and pension benefits to certain of its retirees, principally in South Africa, Europe and the United States of America. Generally, medical coverage provides for a specified percentage of most medical expenses, subject to pre-set rules and maximum amounts. Pension benefits are payable in the form of retirement, disability and surviving dependent pensions. The medical benefits are unfunded. The pension benefits in South Africa are funded. In the United States of America certain of our Pension Funds are funded. The pension benefits in Europe are unfunded.
Accounting policies:
The group operates or contributes to defined contribution pension plans and defined benefit pension plans for its employees in certain of the countries in which it operates. These plans are generally funded through payments to trustee-administered funds as determined by annual actuarial calculations.
Defined contribution pension plans are plans under which the group pays fixed contributions into a separate legal entity and has no legal or constructive obligation to pay further amounts. Contributions to defined contribution pension plans are charged to the income statement as an employee expense in the period in which the related services are rendered by the employee.
The groups net obligation in respect of defined benefit pension plans is actuarially calculated separately for each plan by deducting the fair value of plan assets from the gross obligation for post-retirement benefits. The gross obligation is determined by estimating the future benefit attributable to members in return for services rendered to date.
This future benefit is discounted to determine its present value, using discount rates based on government bonds for South African obligations, and corporate bonds in Europe and the US, that have maturity dates approximating the terms of the groups obligations and which are denominated in the currency in which the benefits are expected to be paid. Independent actuaries perform this calculation annually using the projected unit credit method.
Defined contribution members employed before 2009 have an option to purchase a defined benefit pension with their member share. This option gives rise to actuarial risk, and as such, these members are accounted for as part of the defined benefit fund and are disclosed as such.
Past service costs are charged to the income statement at the earlier of the following dates:
· when the plan amendment or curtailment occurs; and
· when the group recognises related restructuring costs or termination benefits.
Actuarial gains and losses arising from experience adjustments and changes to actuarial assumptions, the return on plan assets (excluding amounts included in net interest on the defined benefit liability/(asset)) and any changes in the effect of the asset ceiling (excluding amounts included in net interest on the defined benefit liability/(asset)) are remeasurements that are recognised in other comprehensive income in the period in which they arise.
Where the plan assets exceed the gross obligation, the asset recognised is limited to the lower of the surplus in the defined benefit plan and the asset ceiling, determined using a discount rate based on government bonds.
Surpluses and deficits in the various plans are not offset.
The entitlement to healthcare benefits is usually based on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued on a systematic basis over the expected remaining period of employment, using the accounting methodology described in respect of defined benefit pension plans above. Independent actuaries perform the calculation of this obligation annually.
|
|
Healthcare benefits |
|
Pension benefits |
|
Last actuarial valuation South Africa |
|
31 March 2020 |
|
31 March 2020 |
|
Last actuarial valuation United States of America |
|
30 June 2020 |
|
30 June 2020 |
|
Last actuarial valuation Europe |
|
n/a |
|
1 April 2020 |
|
Full/interim valuation |
|
Full |
|
Full |
|
Valuation method adopted |
|
Projected unit credit |
|
Projected unit credit |
|
The plans have been assessed by the actuaries and have been found to be in sound financial positions.
Principal actuarial assumptions
Weighted average assumptions used in performing actuarial valuations determined in consultation with independent actuaries.
|
|
South Africa |
|
United States of America |
|
Europe |
|
||||||
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
at valuation date |
|
% |
|
% |
|
% |
|
% |
|
% |
|
% |
|
Healthcare cost inflation |
|
|
|
|
|
|
|
|
|
|
|
|
|
initial |
|
7,5 |
|
7,5 |
|
n/a |
* |
8,5 |
* |
n/a |
|
n/a |
|
ultimate |
|
7,5 |
|
7,5 |
|
n/a |
* |
4,5 |
* |
n/a |
|
n/a |
|
Discount rate post- retirement medical benefits |
|
13,3 |
|
10,5 |
|
2,3 |
|
3,6 |
|
n/a |
|
n/a |
|
Discount rate pension benefits |
|
12,2 |
|
10,0 |
|
2,2 |
|
2,7 |
|
1,4 |
*** |
1,6 |
|
Pension increase assumption |
|
6,1 |
|
4,7 |
|
n/a |
** |
n/a |
** |
1,8 |
|
1,8 |
|
Average salary increases |
|
5,5 |
+ |
5,5 |
+ |
4,2 |
|
4,2 |
|
2,8 |
|
2,8 |
|
Weighted average duration of the obligation post- retirement medical obligation |
|
14 years |
|
15 years |
|
11 years |
|
9 years |
|
n/a |
|
n/a |
|
Weighted average duration of the obligation pension obligation |
|
12 years |
|
13 years |
|
14 years |
|
13 years |
|
18 years |
|
18 years |
|
Assumptions regarding future mortality are based on published statistics and mortality tables.
* The healthcare cost inflation rate in respect of the plans for the United States of America is capped. All additional future increases due to the healthcare cost inflation will be borne by the participants.
** There are no automatic pension increases for the United States of America pension plan.
*** The population of corporate bonds used to calculate the discount rate applied in the valuation of the European pension benefits was updated in June 2020 to exclude certain covered bonds, as this leads to a more reliable estimate. The inclusion of covered bonds in times of capital market volatility, such as what is currently being experienced, causes increased dispersion of bond yields in the population of Eurozone bonds which will lead to a less reliable estimate.
+ Salary increases are linked to inflation.
37.1 Post-retirement healthcare obligations
Reconciliation of projected benefit obligation to the amount recognised in the statement of financial position
|
|
South Africa |
|
United States of America |
|
Total |
|
||||||
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Projected benefit obligation |
|
2 992 |
|
3 825 |
|
385 |
|
268 |
|
3 377 |
|
4 093 |
|
Less short-term portion |
|
(214 |
) |
(178 |
) |
(26 |
) |
(20 |
) |
(240 |
) |
(198 |
) |
Non-current post-retirement healthcare obligation |
|
2 778 |
|
3 647 |
|
359 |
|
248 |
|
3 137 |
|
3 895 |
|
Reconciliation of the total post-retirement healthcare obligation recognised in the statement of financial position
|
|
|
South Africa |
|
United States of America |
|
Total |
|
|
||||||
|
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
for the year ended 30 June |
|
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
|
Total post-retirement healthcare obligation at beginning of year |
|
|
3 825 |
|
3 995 |
|
268 |
|
248 |
|
4 093 |
|
4 243 |
|
|
Movements recognised in the income statement: |
|
|
440 |
|
459 |
|
27 |
|
26 |
|
467 |
|
485 |
|
|
current service cost interest |
|
|
45 |
|
53 |
|
18 |
|
13 |
|
63 |
|
66 |
|
|
cost |
|
|
395 |
|
407 |
|
9 |
|
13 |
|
404 |
|
420 |
|
|
curtailments and settlements |
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
Actuarial (gains)/losses recognised in other comprehensive income: |
|
|
(1 085 |
) |
(468 |
) |
45 |
|
8 |
|
(1 040 |
) |
(460 |
) |
|
arising from changes in financial assumptions |
|
|
(1 026 |
) |
(293 |
) |
44 |
|
7 |
|
(982 |
) |
(286 |
) |
|
arising from changes in demographic assumptions |
|
|
|
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
|
arising from changes in actuarial experience |
|
|
(59 |
) |
(175 |
) |
4 |
|
1 |
|
(55 |
) |
(174 |
) |
|
Benefits paid |
|
|
(180 |
) |
(161 |
) |
(22 |
) |
(20 |
) |
(202 |
) |
(181 |
) |
|
Transfer to disposal groups held for sale |
|
|
(8 |
) |
|
|
|
|
|
|
(8 |
) |
|
|
|
Translation of foreign operations |
|
|
|
|
|
|
67 |
|
6 |
|
67 |
|
6 |
|
|
Total post-retirement healthcare obligation at end of year |
|
|
2 992 |
|
3 825 |
|
385 |
|
268 |
|
3 377 |
|
4 093 |
|
|
37 Post-retirement benefit obligations continued
37.1 Post-retirement healthcare obligations continued
Sensitivity analysis
The sensitivity analysis is performed in order to assess how the post-retirement healthcare obligation would be affected by changes in the actuarial assumptions underpinning the calculation.
|
|
South Africa |
|
United States of America |
|
||||
for the year ended 30 June |
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
1% point change in actuarial assumptions: |
|
|
|
|
|
|
|
|
|
Increase in the healthcare cost inflation |
|
325 |
|
518 |
|
|
* |
|
* |
Decrease in the healthcare cost inflation |
|
(280 |
) |
(417 |
) |
|
* |
|
* |
Increase in the discount rate |
|
(264 |
) |
(417 |
) |
(38 |
) |
(23 |
) |
Decrease in the discount rate |
|
310 |
|
507 |
|
47 |
|
28 |
|
* A change in the healthcare cost inflation for the United States of America will not have an effect on the above components or the obligation as the employers cost is capped and all future increases due to the healthcare cost inflation are borne by the participants.
A change in the pension increase assumption will not have an effect on the above obligation. In South Africa the post-retirement benefit contributions are linked to medical aid inflation and based on a percentage of income or pension. Where pension increases differ from medical aid inflation, the difference will be need to be allowed for in a change in the percentage of income or pension charged. The are no automatic pension increase for the United states pension plan.
The sensitivities may not be representative of the actual change in the post-retirement healthcare obligation, as it is unlikely that the changes would occur in isolation of one another, and some of the assumptions may be correlated.
The sensitivities exclude the impact of changes in assumptions on the portion of the obligation that is transferred to disposal group held for sale.
Healthcare cost inflation risk
Healthcare cost inflation is CPI inflation plus two percentage points over the long term. An increase in healthcare cost inflation will increase the obligation of the plan.
Discount rate risk
The discount rate is derived from prevailing bond yields. A decrease in the discount rate will increase the obligation of the plan.
Pension increase risk
The South African healthcare plan is linked to pension benefits paid, which are to some extent linked to inflation. Accordingly, increased inflation levels represent a risk that could increase the cost of paying the funds committed to benefits.
Other
Changes in other assumptions used could also affect the measured liabilities. There is also a regulatory risk as well as foreign funds under the jurisdiction of other countries. To the extent that governments can change the regulatory frameworks, there may be a risk that minimum benefits or minimum pension increases may be instituted, increasing the associated cost for the fund.
37.2 Pension benefits
South African operations Background
In 1994, all members were given the choice to voluntarily transfer to the newly established defined contribution section of the pension fund and approximately 99% of contributing members chose to transfer to the defined contribution section.
Defined benefit option for defined contribution members
In terms of the rules of the fund, on retirement, employees employed before 1 January 2009 have an option to purchase a defined benefit pension with their member share. Should a member elect this option, the group is exposed to actuarial risk. In terms of IAS 19, the classification requirements stipulate that where an employer is exposed to any actuarial risk, the fund must be classified as a defined benefit plan.
Fund assets
The assets of the fund are held separately from those of the company in a trustee administered fund, registered in terms of the South African Pension Funds Act, 1956. Included in the fund assets at 31 March (2020 are 2 079 248 (2019 1 681 008) Sasol ordinary shares valued at R275 million (2019 R589 million) at year-end purchased under terms of an approved investment strategy, and property valued at R1 555 million (2019 R1 561 million) that is currently occupied by Sasol.
Membership
A significant number of employees are covered by union sponsored, collectively bargained, and in some cases, multi-employer defined contribution pension plans. Information from the administrators of these plans offering defined benefits is not sufficient to permit the company to determine its share, if any, of any unfunded vested benefits.
Pension fund assets
The assets of the pension funds are invested as follows:
|
|
|
South Africa |
|
United States of America |
|
|
||||
at 30 June |
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
Equities |
|
|
47 |
|
53 |
|
35 |
|
38 |
|
|
resources |
|
|
5 |
|
6 |
|
5 |
|
7 |
|
|
industrials |
|
|
2 |
|
2 |
|
4 |
|
4 |
|
|
consumer discretionary |
|
|
9 |
|
10 |
|
4 |
|
4 |
|
|
consumer staples |
|
|
9 |
|
11 |
|
2 |
|
3 |
|
|
healthcare |
|
|
5 |
|
5 |
|
5 |
|
4 |
|
|
information technologies |
|
|
6 |
|
5 |
|
7 |
|
7 |
|
|
telecommunications |
|
|
3 |
|
3 |
|
3 |
|
2 |
|
|
financials (ex real estate) |
|
|
8 |
|
11 |
|
5 |
|
7 |
|
|
Fixed interest |
|
|
17 |
|
13 |
|
49 |
|
49 |
|
|
Direct property |
|
|
15 |
|
15 |
|
6 |
|
5 |
|
|
Listed property |
|
|
2 |
|
4 |
|
|
|
|
|
|
Cash and cash equivalents |
|
|
7 |
|
4 |
|
|
|
|
|
|
Third party managed assets |
|
|
12 |
|
11 |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
10 |
|
8 |
|
|
Total |
|
|
100 |
|
100 |
|
100 |
|
100 |
|
|
The pension fund assets are measured at fair value at valuation date. The fair value of equity has been calculated by reference to quoted prices in an active market. The fair value of property and other assets has been determined by performing market valuations and using other valuation techniques at the end of each reporting period.
Investment strategy
The trustees target the plans asset allocation within the following ranges within each asset class:
|
|
South Africa¹ |
|
United States of America |
|
||||
|
|
Minimum |
|
Maximum |
|
Minimum |
|
Maximum |
|
Asset classes |
|
% |
|
% |
|
% |
|
% |
|
Equities |
|
|
|
|
|
|
|
|
|
local |
|
30 |
|
45 |
|
|
|
100 |
|
foreign |
|
15 |
|
30 |
|
|
|
100 |
|
Fixed interest |
|
5 |
|
25 |
|
|
|
100 |
|
Property |
|
10 |
|
25 |
|
|
|
100 |
|
Other |
|
|
|
15 |
|
|
|
100 |
|
(1) Members of the defined contribution scheme have a choice of four investment portfolios. The targeted allocation disclosed represents the moderate balanced investment portfolio which the majority of the members of the scheme have adopted. The total assets of the fund under these investment portfolios are R147 million, R47 337 million, R732 million and R1 332 million for the low risk portfolio, moderate balanced portfolio, aggressive balanced portfolio and money market portfolio, respectively. Defined benefit members funds are invested in the moderate balanced portfolio. The money market portfolio is restricted to active members from age 55.
The trustees of the respective funds monitor investment performance and portfolio characteristics on a regular basis to ensure that managers are meeting expectations with respect to their investment approach. There are restrictions and controls placed on managers in this regard.
37 Post-retirement benefit obligations continued
37.2 Pension benefits continued
Reconciliation of the projected net pension liability/(asset) recognised in the statement of financial position
|
|
|
South Africa |
|
Foreign |
|
Total |
|
|
||||||
for the year ended 30 June |
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
Projected benefit obligation (funded) |
|
|
47 228 |
|
51 241 |
|
4 757 |
|
3 697 |
|
51 985 |
|
54 938 |
|
|
defined benefit portion |
|
|
20 860 |
|
21 550 |
|
4 757 |
|
3 697 |
|
25 617 |
|
25 247 |
|
|
defined benefit option for defined contribution members |
|
|
26 368 |
|
29 691 |
|
|
|
|
|
26 368 |
|
29 691 |
|
|
Plan assets |
|
|
(50 618 |
) |
(54 115 |
) |
(4 502 |
) |
(4 270 |
) |
(55 120 |
) |
(58 385 |
) |
|
defined benefit portion |
|
|
(23 020 |
) |
(24 254 |
) |
(4 502 |
) |
(4 270 |
) |
(27 522 |
) |
(28 524 |
) |
|
defined benefit option for defined contribution members |
|
|
(27 598 |
) |
(29 861 |
) |
|
|
|
|
(27 598 |
) |
(29 861 |
) |
|
Projected benefit obligation (unfunded) |
|
|
|
|
|
|
11 564 |
|
8 868 |
|
11 564 |
|
8 868 |
|
|
Asset not recognised due to asset limitation |
|
|
2 923 |
|
2 319 |
|
|
|
|
|
2 923 |
|
2 319 |
|
|
Net liability/(asset) recognised |
|
|
(467 |
) |
(555 |
) |
11 819 |
|
8 295 |
|
11 352 |
|
7 740 |
|
|
The increase of R604 million in the asset limitation (2019 R58 million) was recognised as a gain in other comprehensive income.
|
|
South Africa |
|
Foreign |
|
Total |
|
||||||
for the year ended 30 June |
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Pension asset |
|
(467) |
|
(555) |
|
|
|
(719 |
) |
(467 |
) |
(1 274 |
) |
Pension benefit obligation |
|
|
|
|
|
11 819 |
|
9 014 |
|
11 819 |
|
9 014 |
|
long-term portion |
|
|
|
|
|
11 554 |
|
8 813 |
|
11 554 |
|
8 813 |
|
short-term portion |
|
|
|
|
|
265 |
|
201 |
|
265 |
|
201 |
|
Net liability/(asset) |
|
(467 |
) |
(555 |
) |
11 819 |
|
8 295 |
|
11 352 |
|
7 740 |
|
The obligation which arises for the defined contribution members with the option to purchase into the defined benefit fund is limited to the assets that they have accumulated until retirement date. However, after retirement date, there is actuarial risk associated with the members as full defined benefit members.
Based on the latest actuarial valuation of the fund and the approval of the trustees of the surplus allocation, the company has an unconditional entitlement to only the funds in the employer surplus account and the contribution reserve. The estimated surplus due to the company amounted to approximately R467 million (2019 R1 274 million) and has been included in the pension asset recognised in the current year.
Investment risk
The actuarial valuation assumes certain asset returns on invested assets. If actual returns on plan assets are below the assumption, this may lead to a strain on the fund, which, over time, may lead to a plan deficit. In order to mitigate the concentration risk, the fund assets are invested across equity securities, property securities and debt securities. Given the long-term nature of the obligations,
it is considered appropriate that investment is made in equities and real estate to improve the return generated by the fund. These may result in improved pension benefits to members.
Pension increase risk
Benefits in these plans are to some extent linked to inflation so increased inflation levels represent a risk that could increase the cost of paying the funds committed to benefits. This risk is mitigated as pension benefits are subject to affordability.
Discount rate risk
The discount rate is derived from prevailing bond yields. A decrease in the discount rate used will increase the obligation of the plan.
Other
Changes in other assumptions used could also affect the measured liabilities. There is also a regulatory risk as well as foreign funds under the jurisdiction of other countries. To the extent that governments can change the regulatory frameworks, there may be a risk that minimum benefits or minimum pension increases may be instituted, increasing the associated cost for the fund.
Reconciliation of projected benefit obligation
|
|
|
South Africa |
|
Foreign |
|
Total |
|
|
||||||
for the year ended 30 June |
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
Projected benefit obligation at beginning of year |
|
|
51 241 |
|
47 285 |
|
12 565 |
|
11 020 |
|
63 806 |
|
58 305 |
|
|
Movements recognised in income statement: |
|
|
6 218 |
|
5 694 |
|
855 |
|
677 |
|
7 073 |
|
6 371 |
|
|
current service cost |
|
|
1 150 |
|
1 042 |
|
572 |
|
454 |
|
1 722 |
|
1 496 |
|
|
past service cost |
|
|
|
|
|
|
39 |
|
|
|
39 |
|
(11 |
) |
|
curtailments and settlements |
|
|
|
|
3 |
|
|
|
(14 |
) |
|
|
|
|
|
interest cost |
|
|
5 068 |
|
4 649 |
|
244 |
|
237 |
|
5 312 |
|
4 886 |
|
|
Actuarial (gains)/losses recognised in other comprehensive income: |
|
|
(7 938 |
) |
262 |
|
1 017 |
|
1 098 |
|
(6 921 |
) |
1 360 |
|
|
arising from changes in demographic assumptions |
|
|
|
|
|
|
16 |
|
(7 |
) |
16 |
|
(7 |
) |
|
arising from changes in financial assumptions |
|
|
(1 105 |
) |
174 |
|
742 |
|
1 059 |
|
(363 |
) |
1 233 |
|
|
arising from change in actuarial experience |
|
|
(6 833 |
) |
88 |
|
259 |
|
46 |
|
(6 574 |
) |
134 |
|
|
Member contributions |
|
|
504 |
|
482 |
|
|
|
|
|
504 |
|
482 |
|
|
Benefits paid |
|
|
(2 79 |
7) |
(2 482 |
) |
(988 |
) |
(278 |
) |
(3 78 |
5) |
(2 760 |
) |
|
Transferred to held for sale assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation of foreign operations |
|
|
|
|
|
|
2 872 |
|
48 |
|
2 872 |
|
48 |
|
|
Projected benefit obligation at end of year |
|
|
47 228 |
|
51 241 |
|
16 321 |
|
12 565 |
|
63 549 |
|
63 806 |
|
|
unfunded obligation* |
|
|
|
|
|
|
11 564 |
|
8 868 |
|
11 564 |
|
8 868 |
|
|
funded obligation |
|
|
47 228 |
|
51 241 |
|
4 757 |
|
3 697 |
|
51 985 |
|
54 938 |
|
|
* Certain of the foreign defined benefit plans have reimbursement rights under contractually agreed legal binding terms that match the amount and timing of some of the benefits payable under the plan. This reimbursive right has been recognised in long-term receivables at fair value of R270 million (2019 R217 million). An increase of R2 million (2019 decrease of R83 million) has been recognised as a loss in other comprehensive income in respect of the reimbursive right.
Reconciliation of plan assets of funded obligation
|
|
|
South Africa |
|
Foreign |
|
Total |
|
|
||||||
|
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
for the year ended 30 June |
|
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
|
Fair value of plan assets at beginning of year |
|
|
54 115 |
|
50 128 |
|
4 270 |
|
3 890 |
|
58 385 |
|
54 018 |
|
|
Movements recognised in income statement: |
|
|
5 120 |
|
4 702 |
|
118 |
|
113 |
|
5 238 |
|
4 815 |
|
|
interest income |
|
|
5 352 |
|
4 927 |
|
118 |
|
113 |
|
5 470 |
|
5 040 |
|
|
interest on asset limitation |
|
|
(232 |
) |
(225 |
) |
|
|
|
|
(232 |
) |
(225 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains/(losses) recognised in other comprehensive income: |
|
|
(7 481 |
) |
229 |
|
(26 |
) |
285 |
|
(7 507 |
) |
514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
arising from return on plan assets (excluding interest income) |
|
|
(7 481 |
) |
229 |
|
(26 |
) |
285 |
|
(7 507 |
) |
514 |
|
|
Plan participant contributions* |
|
|
504 |
|
482 |
|
|
|
|
|
504 |
|
482 |
|
|
Employer contributions* |
|
|
1 157 |
|
1 056 |
|
20 |
|
6 |
|
1 177 |
|
1 062 |
|
|
Benefit payments |
|
|
(2 797 |
) |
(2 482 |
) |
(795 |
) |
(121 |
) |
(3 592 |
) |
(2 603 |
) |
|
Translation of foreign operations |
|
|
|
|
|
|
915 |
|
97 |
|
915 |
|
97 |
|
|
Fair value of plan assets at end of year |
|
|
50 618 |
|
54 115 |
|
4 502 |
|
4 270 |
|
55 120 |
|
58 385 |
|
|
Actual return on plan assets |
|
|
(2 361 |
) |
4 931 |
|
93 |
|
398 |
|
(2 268 |
) |
5 329 |
|
|
* Contributions, for the defined contribution section, are paid by the members and Sasol at fixed rates.
Contributions
Funding is based on actuarially determined contributions. The following table sets forth the projected pension contributions of funded obligations for the 2021 financial year.
|
|
South Africa |
|
Foreign |
|
|
|
Rm |
|
Rm |
|
Pension contributions |
|
345 |
|
878 |
|
Sensitivity analysis
A sensitivity analysis is performed in order to assess how the post-retirement pension obligation would be affected by changes in the actuarial assumptions underpinning the calculation.
|
|
South Africa |
|
Foreign |
|
||||
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
1% point change in actuarial assumptions |
|
|
|
|
|
|
|
|
|
Increase in average salaries increase assumption |
|
9 |
|
12 |
|
676 |
|
494 |
|
Decrease in average salaries increase assumption |
|
(9 |
) |
(12 |
) |
(479 |
) |
(430 |
) |
Increase in the discount rate |
|
(1 425 |
) |
(1 654 |
) |
(2 269 |
) |
(1 806 |
) |
Decrease in the discount rate |
|
3 237 |
|
2 463 |
|
3 133 |
|
2 370 |
|
Increase in the pension increase assumption |
|
3 309 |
|
2 541 |
|
1 446 |
* |
1 142 |
* |
Decrease in the pension increase assumption |
|
(1 491 |
) |
(1 727 |
) |
(1 179 |
)* |
(934 |
)* |
* This sensitivity analysis relates only to the Europe obligations as there are no automatic pension increases for the United States of America pension plan, and thus it is not one of the inputs utilised in calculating the obligation.
The sensitivities may not be representative of the actual change in the post-retirement pension obligation, as it is unlikely that the changes would occur in isolation of one another, and some of the assumptions may be correlated.
38 Cash-settled share-based payment provision
|
|
2020 |
|
2019 |
|
2018 |
|
for the year ended 30 June |
|
Rm |
|
Rm |
|
Rm |
|
During the year, the following cash-settled share-based payment expenses were recognised in the income statement (refer to note 39 for the equity-settled share-based payment disclosure): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment expense movement in long-term provisions |
|
|
|
|
|
|
|
Sasol Share Appreciation Rights Scheme |
|
|
|
|
|
|
|
Share Appreciation Rights with no corporate performance targets (no-CPTs) |
|
(1 |
) |
(6 |
) |
117 |
|
Share Appreciation Rights with corporate performance targets (CPTs) |
|
(204 |
) |
(434 |
) |
538 |
|
|
|
(205 |
) |
(440 |
) |
655 |
|
Sasols share price decreased by 62% over the financial year to a closing price on 30 June 2020 of R132,20. This together with the volatility in the share price has resulted in a R205 million credit being recognised in the current year.
Sasol Share Appreciation Rights Scheme (closed since 2013)
Total rights granted |
|
2020
|
|
2019
|
|
Share Appreciation Rights |
|
4 227 416 |
|
4 928 846 |
|
The Share Appreciation Rights scheme (SARs) allows eligible senior employees to earn a long-term incentive amount calculated with reference to the increase in the Sasol Limited share price between the offer date of the SARs to the exercise of such vested rights. No shares are issued in terms of this scheme, all rights have vested and all amounts payable in terms of the scheme are settled in cash.
The offer price of these appreciation rights equals the closing market price of the underlying shares on the trading day immediately preceding the granting of the right. The fair value of the cash-settled liability is calculated at each reporting date. On resignation SARs may be exercised at the employees election before their last day of service. On death, the deceaseds estate has a period of 12 months to exercise these rights. On retrenchment or retirement, the employee has a period of 12 months to exercise these rights.
It is group policy that employees should not deal in Sasol Limited securities (and this is extended to the Sasol SARs) for the periods from 1 January for half year-end and 1 July for year-end until two days after publication of the results and at any other time during which they have access to price sensitive information.
|
|
2020 |
|
2019 |
|
||||||||
for the year ended 30 June |
|
SARs with
|
|
SARs with
|
|
Total
|
|
SARs with
|
|
SARs with
|
|
Total
|
|
Per statement of financial position |
|
|
|
51 |
|
51 |
|
2 |
|
262 |
|
264 |
|
Total intrinsic value of rights vested, but not yet exercised |
|
|
|
|
|
|
|
2 |
|
50 |
|
52 |
|
|
|
|
|
2020 |
|
2019 |
|
||||
|
|
|
|
SARs with no
|
|
SARs
|
|
SARs with
|
|
SARs
|
|
|
|
|
|
Binomial |
|
Binomial |
|
Binomial |
|
Binomial |
|
Model |
|
|
|
tree |
|
tree |
|
tree |
|
tree |
|
Risk-free interest rate |
|
(% |
) |
n/a |
|
3,58 3,88 |
|
6,96 |
|
6,64 6,96 |
|
Expected volatility |
|
(% |
) |
n/a |
|
135,76 |
|
35,74 |
|
35,83 |
|
Expected dividend yield |
|
(% |
) |
n/a |
|
0,06 |
|
4,76 |
|
4,99 |
|
The risk-free rate for periods within the contractual term of the rights is based on the Rand swap curve in effect at the time of the valuation of the grant.
The expected volatility in the value of the rights granted is determined using the historical volatility of the Sasol share price. The expected dividend yield of the rights granted is determined using expected dividend payments of the Sasol ordinary shares. The valuation of the share-based payment expense requires a significant degree of judgement to be applied by management.
Accounting policies:
The cash-settled schemes allow certain senior employees the right to participate in the performance of the Sasol Limited share price, in return for services rendered, through the payment of cash incentives which are based on the market price of the Sasol Limited share. All the rights have vested with a liability recognised at fair value, at each reporting date, in the statement of financial position until the date of settlement.
Areas of judgement:
Fair value is measured using the Binomial tree option pricing models where applicable. The expected life used in the models has been adjusted, based on managements best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations such as volatility, dividend yield and maturity of the award.
RESERVES
39 Share-based payment reserve
for the year ended 30 June |
|
|
Note |
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year, the following share-based payment expense was recognised in the income statement relating to the equity-settled share-based payment schemes: |
|
|
|
|
|
|
|
|
|
|
|
|
Sasol Khanyisa share transaction(1) |
|
|
39.1 |
|
|
1 068 |
|
952 |
|
2 953 |
|
|
Sasol ordinary BEE (SOLBE1) shares issued(2) |
|
|
|
|
|
|
|
|
|
1 104 |
|
|
Khanyisa Public |
|
|
|
|
|
|
|
|
|
1 762 |
|
|
Tier 1 Khanyisa Employee Share Ownership Plan (ESOP) |
|
|
|
|
|
642 |
|
628 |
|
52 |
|
|
Tier 2 Khanyisa ESOP |
|
|
|
|
|
426 |
|
324 |
|
35 |
|
|
Long-term incentives |
|
|
39.2 |
|
|
878 |
|
707 |
|
789 |
|
|
Sasol Inzalo share transaction |
|
|
39.3 |
|
|
|
|
|
|
34 |
|
|
Equity-settled recognised directly in equity(3) |
|
|
|
|
|
1 946 |
|
1 659 |
|
3 776 |
|
|
(1) In November 2017, Sasol Khanyisa a new Broad-Based Black Economic Empowerment (B-BBEE) scheme was approved by shareholders at a General Meeting.
(2) IFRS 2 expense was recognised immediately on date shares were granted to participants. Shares were not encumbered and could be traded immediately.
(3) The employee-related share-based payment expense in 2018 was R910 million.
Accounting policies:
To the extent that an entity grants shares or share options in a BEE transaction and the fair value of the cash and other assets received is less than the fair value of the shares or share options granted, such difference is charged to the income statement in the period in which the transaction becomes effective. Where the BEE transaction includes service conditions the difference will be charged to the income statement over the period of these service conditions. Trickle dividends paid to participants during the transaction term are taken into account in measuring the fair value of the award. As the funds to pay the trickle dividend are leaving the Company, a corresponding share of earnings will be allocated to the non controlling shareholders. There were two trickle dividends paid during the current year.
39.1 The Sasol Khanyisa share transaction
Sasol Khanyisa was implemented effectively on 1 June 2018. Sasol Khanyisa has been designed to comply with the revised B-BBEE legislation in South Africa and seeks to ensure on-going and sustainable B-BBEE ownership credentials for Sasol Limited.
Sasol Khanyisa contains a number of elements structured at both a Sasol Limited and at a subsidiary level, Sasol South Africa Limited (SSA) which is a wholly-owned subsidiary of Sasol Limited and houses the majority of the groups South African operations.
At the end of 10 years, or earlier if the underlying funding has been settled, the participants will exchange their SSA shareholding on a fair value-for-value basis for SOLBE1 shares to the extent of any value created during the transaction term.
SOLBE1 shares can only be traded between Black Persons on the Empowerment Segment of the JSE. This transaction will therefore ensure evergreen B-BBEE ownership credentials for Sasol Limited.
39 Share-based payments reserve continued
39.1 The Sasol Khanyisa share transaction continued
* These entities are consolidated by the Group
Remaining components of the transaction:
Tier 1 Khanyisa Employee Share Ownership Plan Eligible Inzalo participants
Former Inzalo Employee Scheme participants, who were still actively employed by Sasol during May 2018 were granted rights in SOL shares or SOLBE1 Shares, at no cost to them, to the value of R100 000, all of which will vest after a three year service period. Black employees were able to choose to receive the award in SOL or SOLBE1 shares, whilst employees who are not black people received an award in SOL shares, as SOLBE1 shares may only be held by qualifying black people. Employees will receive dividends on these shares throughout the 3 year vesting period. This award will be recognised on a straight line basis over the three year vesting period.
An expense of R642 million was recognised in 2020 (2019 R628 million).
Sasol Khanyisa SSA (Tier 2 and Khanyisa Public)
The BEE participation in SSA comprises two groups of participants, being the external public participants (made up of Inzalo Groups, Inzalo Public and electing SOLBE1 shareholders) who participate via Khanyisa Public, and qualifying black employees who participate via the Khanyisa Employee Share Ownership plan (Khanyisa ESOP).
Both Khanyisa Public and the Khanyisa ESOP have a beneficial interest, funded wholly by Sasol (vendor funding), in approximately 9,2% each in SSA. As dividends are declared by SSA, 97,5% of these will be utilised to repay the vendor funding, as well as the related financing cost, calculated at 75% of prime rate. 2,5% of dividends will be distributed to participants as a trickle dividend and accounted for as a non-controlling interest. At the end of the 10 year transaction term, or earlier, if the vendor funding is repaid, the net value in SSA shares will be exchanged for SOLBE1 shares on a fair value-for-value basis which will be distributed to participants. Any vendor funding not yet settled by the end of the transaction term will be settled using the SSA shares, and will reduce any distribution made to participants. Since any ultimate value created for participants will be granted in the form of SOLBE1 shares, the accounting for this transaction is similar to an option over Sasol shares granted for no consideration.
Khanyisa ESOP (Tier 2)
The employees have service conditions over the 10 year transaction term, and as such, the expense will be recognised over this period, with R426 million having been recognised in 2020 (2019 R324 million).
for the year ended 30 June |
|
|
|
ESOP
|
|
ESOP
|
|
ESOP
|
|
Sasol
|
|
Grant date |
|
|
|
1 June 2018 |
|
1 June 2018 |
|
25 May 2018 |
|
1 June 2018 |
|
Class of shares |
|
Date |
|
SOL
|
|
SOLBE1
|
|
Khanyisa
|
|
Khanyisa
|
|
Shares |
|
Number |
|
2 082 520 |
|
2 396 048 |
|
26 503 642 |
|
26 503 642 |
|
Weighted average fair value on grant date |
|
Rand |
|
481,50 |
|
370,00 |
|
66,48 |
|
66,48 |
|
Total IFRS expense |
|
Rm |
|
1 003 |
|
887 |
|
1 762 |
|
1 762 |
|
IFRS expense recognised for the year |
|
Rm |
|
338 |
|
304 |
|
426 |
|
|
|
(1) The ESOP Tier 1 and 2 options outstanding have a weighted average remaining vesting period of 0,9 and 2,8 years. ESOP Tier 1 vests after 3 years and ESOP Tier 2 has a staggered vesting period, with portions vesting from 3 years, and then each year until the end of the transaction term, being 10 years.
(2) The weighted average fair value price is derived from the Monte-Carlo option pricing model. The price will move closer to the strike price over the transaction period as certainty of
dividends declared by SSA is expected to exceed outstanding vendor financing.
(3) The estimated strike price value for Khanyisa Public and ESOP Tier 2 is R325,31 and represents the remaining vendor funding per share at 30 June 2020.
The SSA Khanyisa share-based payment expense was calculated using an option pricing model reflective of the underlying characteristics of each part of the transaction. It was calculated using the following assumptions at grant date:
Average fair value Sasol Khanyisa options granted |
|
|
|
2018 |
|
Model |
|
|
|
Monte-Carlo |
|
Risk-free interest rate |
|
(%) |
|
8,08 |
|
Expected volatility |
|
(%) |
|
28,49 |
|
Expected dividend yield |
|
(%) |
|
1,8 10,1 |
|
The risk-free rate for periods within the contractual term of the share rights is based on a zero-coupon Rand swap curve at the time of the grant.
The expected volatility in the value of the share rights granted is determined using the historical volatility of the Sasol share price.
The dividend yields of the share rights granted is determined using the expected term structure of dividend yields on the underlying equity value over the life of the transaction.
The valuation of the share-based payment expense requires a significant degree of judgement to be applied by management.
Areas of judgement:
The measurement of the Khanyisa SSA share based payment is subject to estimation and judgment, as there are a number of variables affecting the Monte-Carlo option pricing model used in the calculation of the share based payment. The value of the share based payment is determined with reference to the extent the fair value of SSA and any dividends declared by SSA is expected to exceed any outstanding vendor financing at the end of the transaction period.
· Equity value attributable to participants:
The value attributable to the participants by virtue of their shareholding in SSA was calculated with reference to the expected future cash flows and budgets of the SSA Group. The underlying macroeconomic assumptions utilised for this valuation are based on latest forecast and estimates and include brent crude oil prices, US$/Rand exchange rates and pricing assumptions.
· Forecasted dividend yield:
The forecasted dividend yield of the SSA Group was calculated based on a benchmarked EBITDA multiple, and the available free cash flow anticipated over the term of the transaction of 10 years.
· Other assumptions:
Impacts of non-transferability and appropriate minority and liquidity discounts have also been taken into account. Discount rates applied incorporate the relevant debt and equity costs of the group, and are aligned to the WACC rates for the entity.
· A zero-coupon Rand interest rate swap curve was constructed and utilised as an appropriate representation of a risk-free interest rate curve.
· A Rand prime interest rate curve was estimated utilising the historical Rand Prime Index and the 3 month Johannesburg Interbank Agreed Rate.
39.2 Sasol Long-term Incentive Scheme
During September 2009, the group introduced the Sasol Long-term Incentive scheme (LTI). The objective of the LTI scheme is to provide qualifying employees the opportunity of receiving an incentive linked to the value of Sasol Limited ordinary shares and to align the interest of employees with the interest of shareholders. The LTI scheme allows certain senior employees to earn a long-term incentive amount linked to certain Corporate Performance Targets (CPTs). Allocations of the LTI are linked to the performance of both the group and the individual. The employer companies make a cash contribution to an independent service provider to enable this ownership plan.
On resignation, LTIs which have not yet vested will lapse. On death, retirement and retrenchment, the LTIs vest immediately, calculated to the extent that the CPTs are anticipated to be met, and are settled within 40 days from the date of termination. Accelerated vesting does not apply to top management. In November 2016, the scheme was converted from cash-settled to equity- settled. All the vesting conditions and all other terms and conditions of the scheme remain the same, including the standard vesting period of three years, with the exception of top management, who have a three and five year vesting period for 50% of the awards respectively.
The maximum number of shares issued under the equity-settled LTI scheme may not exceed 32,5 million representing 5% of Sasol Limiteds issued share capital at the time of approval.
|
|
|
|
Weighted average |
|
|
|
Number of |
|
fair value |
|
Movements in the number of incentives outstanding |
|
incentives |
|
Rand |
|
Balance at 30 June 2018 |
|
6 796 488 |
|
348,19 |
|
LTIs granted |
|
2 089 674 |
|
555,86 |
|
LTIs vested |
|
(1 600 899 |
) |
308,27 |
|
Effect of CPTs and LTIs forfeited |
|
(665 666 |
) |
360,19 |
|
Balance at 30 June 2019 |
|
6 619 597 |
|
422,20 |
|
LTIs granted(1) |
|
6 424 377 |
|
275,61 |
|
LTIs vested |
|
(1 380 689 |
) |
368,28 |
|
Effect of CPTs and LTIs forfeited |
|
(754 973 |
) |
378,19 |
|
Balance at 30 June 2020* |
|
10 908 312 |
|
345,74 |
|
(1) LTIs granted include an allocation of 3 210 114 LTIs that were issued in October 2019 to qualifying employees who did not receive short-term incentives due to cash conservation measures.
* The incentives outstanding as at 30 June 2020 have a weighted average remaining vesting period of 1,8 years. The exercise price of these options is Rnil.
39 Share-based payments reserve continued
39.2 Sasol Long-term Incentive Scheme continued
for year ended 30 June |
|
2020
|
|
2019
|
|
Average weighted market price of LTIs vested |
|
254,70 |
|
507,50 |
|
Average fair value of incentives granted |
|
|
|
2020 |
|
2019 |
|
Model |
|
|
|
Monte-Carlo |
|
Monte-Carlo |
|
Risk-free interest rate Rand |
|
(%) |
|
6,07 7,04 |
|
6,90 7,87 |
|
Risk-free interest rate US$ |
|
(%) |
|
0,39 0,81 |
|
0,91 1,56 |
|
Expected volatility |
|
(%) |
|
45,28 |
|
26,17 |
|
Expected dividend yield |
|
(%) |
|
4,34 |
|
3,43 |
|
Expected forfeiture rate |
|
(%) |
|
5 |
|
5 |
|
Vesting period top management |
|
|
|
3/5 years |
|
3/5 years |
|
Vesting period all other participants |
|
|
|
3 years |
|
3 years |
|
The risk-free rate for periods within the contractual term of the rights is based on the Rand and US$ swap curve in effect at the time of the valuation of the grant.
The expected volatility in the value of the rights granted is determined using the historical volatility of the Sasol share price. The expected dividend yield of the rights granted is determined using expected dividend payments of the Sasol ordinary shares. The valuation of the share-based payment expense requires a significant degree of judgement to be applied by management.
Accounting policies:
The equity-settled schemes allow certain employees the right to receive ordinary shares in Sasol Limited after a prescribed period. Such equity-settled share-based payments are measured at fair value at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is charged as employee costs, with a corresponding increase in equity, on a straight-line basis over the period that the employees become unconditionally entitled to the shares, based on managements estimate of the shares that will vest and adjusted for the effect of non-market-based vesting conditions. These equity-settled share-based payments are not subsequently revalued.
39.3 The Sasol Inzalo share transaction
In September 2018 the Sasol Inzalo Public share transaction ended. Sasol repurchased 16 085 199 preferred ordinary shares from Sasol Inzalo Public Funding (RF) (Pty) Ltd at a purchase price for R542,11 per share. This repurchase enabled Sasol Inzalo Public Funding (RF) (Pty) Ltd to repay its external debt and declare a final distribution of R1,4 billion to participants.
In June 2018 the Sasol Inzalo Employee and Sasol Inzalo Groups share transactions ended. Sasol repurchased 25 231 686 Sasol Limited (SOL) shares held by the Sasol Inzalo Employee and Management Trusts at a nominal value of R0,01 per share, resulting in no distribution of SOL Shares to participants. Sasol also repurchased 9 461 882 preferred ordinary shares from Sasol Inzalo Groups Funding (RF) (Pty) Ltd at a purchase price of R475,03 per share. This enabled Sasol Inzalo Groups Funding (RF) (Pty) Ltd to repay the external debt with no excess funds available for distribution to participants.
The Sasol Inzalo Foundation, which is controlled and consolidated by the group, holds 9 461 882 shares in Sasol Limited which are accounted for as treasury shares.
Sasol Limited Group
OTHER DISCLOSURES
|
Page |
|
|
OTHER DISCLOSURES |
92 |
|
|
Contingent liabilities |
92 |
|
|
Related party transactions |
94 |
|
|
Subsequent events |
96 |
|
|
Financial risk management and financial instruments |
96 |
OTHER DISCLOSURES
40 Contingent liabilities
40.1 Litigation
Claimed compensation for lung diseases Sasol Mining (Pty) Ltd
On 2 April 2015, 22 plaintiffs (at that time 1 current and 21 former employees) instituted action against Sasol Mining (Pty) Ltd at the High Court in Gauteng, South Africa, for allegedly having contracted lung diseases while working at its collieries. The plaintiffs inter alia allege that they were exposed to harmful quantities of coal dust while working underground for Sasol Mining and that the company failed to comply with various sections of the Mine Health and Safety Act, 1996. All of which the plaintiffs allege, increased the risk for workers to contract coal dust related lung diseases. This lawsuit is not a class action but rather 22 individual cases, each of which will be judged on its own merits. The plaintiffs seek compensation for damages relating to past and future medical costs and loss of income amounting to R82,5 million in total plus interest. Two plaintiffs have since passed away and their claims have been formally withdrawn. The total amount of the remaining claims is R67,2 million plus interest.
Sasol Mining is defending the claim. The merits of each single claim are not clear yet since Sasol is awaiting the plaintiffs response to Sasols request for further particulars. A date for a hearing has not been set yet. Therefore, it is not possible at this stage to make an estimate of the likelihood that the plaintiffs will succeed with their claim and if successful, what the quantum of damages would be that the court will award. Therefore, no provision has been raised at 30 June 2020.
Construction disputes Fischer Tropsch Wax Expansion Project in Sasolburg (FTWEP)
After the conclusion of construction of FTWEP at the Sasol One site in Sasolburg, a number of contractual claims have been instituted by some contractors who were involved in the construction and project management relating to this project. Certain of these claims have already been resolved, either through settlement between the parties or through the contractual dispute resolution process. The Fluor SA (Pty) Ltd matter is still ongoing.
Fluor SA (Pty) Ltd FTWEP
Fluor claimed a total amount of R485,7 million plus interest. This dispute turns on the nature and quantification of Fluors alleged entitlement to a change to the prices and completion dates for delayed access. In June 2015, Fluor referred the claim to adjudication. In September 2015, the adjudicator rejected Fluors entire claim. Thereafter, Fluor notified Sasol of its dissatisfaction with the outcome of the adjudication and Fluors intention to refer the matter to arbitration. The arbitration process commenced with Fluor filing its statement of claim during December 2016. Sasol filed two objections against the statement of claim which had the potential to dispose of the arbitration proceedings. The arbitrator, however, did not decide in favour of Sasol on the objection applications and dismissed the application with costs. The objections will still be raised as a special jurisdictional plea and will be filed with Sasols statement of defence during the arbitration process.
Fluor subsequently amended its claim, inter alia, by reducing the amount claimed from R485,7 million to R448 million excluding interest. On the 12th of March 2019 Fluor filed and served a further amendment to its statement of claim and an amended expert report in terms of which a further reduction in the quantum is being claimed. Fluor now claims an amount of R383,8 million (alternatively the amount of R406,6 million based on an alternative assessment of its claim). The amendment by Fluor resulted in the arbitration being postponed as Sasols experts will be required to deal with the revised expert report and we will be required to file an amendment to our statement of defence. The hearing of the matter was scheduled to commence in March 2020 however as a result of the filing of the expert reports and further assessment by the expert being required, the hearing was postponed until October 2020, with further reservation of dates for February 2021 should the hearing not be concluded during October 2020.
Sasol believes that Fluors original claim, including the amended claims are not justified. This view is supported by Sasols independent experts. Accordingly, no provision was recognised at 30 June 2020.
Dispute of dismissal during unprotected strike Sasol Mining (Pty) Ltd
During 2009, the applicants in this matter were charged for participating in an unprotected sit-in, threatening and forcing others to participate in an unprotected strike and for assaulting or attempting to assault others and sitting in underground during an unprotected strike and subsequently dismissed. The applicants disputed their dismissal.
The Labour Court gave judgment in this matter on 19 September 2019 and ruled against Sasol Mining. It was directing the employer to reinstate the employees based on substantial unfairness and procedural fairness. Retrospective payment of remuneration was ordered in different categories, ranging from one to two years back-pay. The legal team and external counsel received a mandate from management to appeal the judgment and papers were filed on 11 October 2019 in this regard. No court date for the hearing of the appeal is available as yet. It is not possible at this stage to make any estimate of the likelihood that the appeal will succeed and what the quantum of damages would be, if any.
Dispute by Solidarity Trade Union relating to Sasol Khanyisa share scheme
Solidarity referred a dispute relating to the Sasol Khanyisa share scheme to the CCMA on 17 December 2017, whereafter conciliation proceedings commenced on 11 January 2018. On 5 February 2018, Sasol received a letter from Solidarity demanding a payment to their members (non-qualifying employees for Phase 2 of Khanyisa) equal to the market value of the Sasol Khanyisa shares which qualifying employees will be entitled to within seven days after such entitlement (2028) or payment to each member of R500 000 by the end of December 2018. A second referral to the CCMA was received on 8 March 2018, conciliation was attempted on two occasions, on 9 and 25 May 2018, but was unsuccessful and a certificate to this effect was issued on 14 June 2018. This would entitle Solidarity to conduct a lawful strike provided picketing rules are in place.
On 25 October 2018, Solidarity served Sasol with its referral of the dispute to the CCMA in terms which Solidarity seeks the dispute be conciliated as an unfair discrimination matter. If unsuccessfully conciliated by the CCMA, it will be referred to the Labour Court for adjudication. This process was originally proposed by Sasol, but unheeded by Solidarity. The matter was referred to the CCMA and was subsequently certified as unresolved in February 2019. On 6 May 2019, Sasol received Solidaritys statement of claim filed with the Labour Court in Johannesburg. Sasol filed its replying documentation to Solidaritys statement of claim on the last day of July 2019. Subsequently the Judge President of the Labour Court invited Sasol and three other respondents (PPC, ArcelorMittal and Minopex) in three other cases where Solidarity is the Applicant on similar grounds, to meet. The purpose of the meeting was to make attempts to consolidate the disputes and set a stated case (combined version setting out the dispute) to afford the court to save time by hearing similar matters simultaneously. The various legal teams gathered at a meeting during the first week of October 2019 and a draft Statement of Case was prepared. The Labour Court will hear the matter on 17 September 2020 in Johannesburg. No provision has been raised
Legal review of Sasol Gas National Energy Regulator of South Africa (NERSA) maximum price decision and NERSA gas transmission tariff application (March 2013)
In October 2013, following the March 2013 decisions by the National Energy Regulator of South Africa (NERSA) (pursuant to the applications by Sasol Gas (Pty) Ltd), seven of the customers of Sasol Gas brought a legal review application requesting the setting aside of the Maximum Price Methodology used by NERSA in evaluating the Maximum Price Application by Sasol Gas as well as the Maximum Price decision and Gas Transmission Tariff decision.
The basis of the challenge to the NERSA price decision was the allegation that the methodology used by NERSA to determine its approval of the Maximum Gas Prices was unreasonable and irrational.
In October 2016, the dispute was taken to the High Court and after an appeal to the Supreme Court of Appeal (SCA) the matter ultimately concluded in the decision by the Constitutional Court handed down on 15 July 2019. The court upheld the appeal from the SCA on the Transmission Tariff decision, but dismissed the appeal on the Maximum Price decision.
In terms of the order, the NERSA Maximum Price decision of March 2013 has been set aside.
After the judgement, NERSA restarted the consultation process regarding the methodology to approve maximum gas prices. During November 2019 NERSA published a discussion paper regarding possible approaches that it may follow regarding a possible new methodology for the determination of Maximum Gas Prices. Sasol submitted a written submission to NERSA as part of this comment process. A Public Hearing, in which Sasol participated, was hosted by NERSA on 23 March 2020. After this public hearing NERSA adopted a new Maximum Price Methodology in April 2020. The new Maximum Price Methodology was published during June 2020 and as part of the transitional period leading up to the utilisation of the new Methodology by NERSA in considering Maximum Gas Price applications, NERSA is engaging with various stakeholders in the industry to clarify the intended application of the Methodology in such applications.
Sasol Gas is currently analysing the effect of the new methodology to determine an appropriate basis for the new Maximum Price Application (retrospective from March 2014) to be prepared and submitted in the latter part of calendar year 2020. This new Methodology adopted by NERSA was only published during June 2020 and NERSA anticipates a transitional period of between 3 and 6 months before fully implementing the methodology. In addition, the decision by the Constitutional Court expressly confirmed that the Methodology is only a guideline to be utilised by NERSA in its consideration of Maximum Gas Price applications. Therefore, all relevant facts and circumstances relating to the application by a particular licensee have to be considered by NERSA and not only the Methodology. For these reasons it is currently not determinable if the new Maximum Gas Price to be approved by NERSA will be lower than the actual price charged to the customers and whether any civil claims will be instituted by any affected customers and if instituted, whether such claims will indeed be upheld and lead to a liability on the part of Sasol Gas.
During June 2020, IGUA, an industry association whose members include a number of large gas customers, launched an application to review and overturn the November 2017 NERSA Maximum Gas Price decision approving Maximum Gas Prices for Sasol Gas. This NERSA decision approved maximum gas prices for Sasol Gas for the period 1 July 2017 up to 30 June 2020. Because the basis for this NERSA decision was similar to the previously overturned 2013 NERSA decision, both NERSA and Sasol Gas concluded that based on the merits of the matter, the application will in all probability not be capable of being opposed successfully. Accordingly, neither Sasol Gas nor NERSA will oppose the application.
Sasol Gas is currently engaging with NERSA to clarify intent of and data sources used in the Revised Maximum Gas Price methodology. On completion of these engagements Sasol Gas will develop a new (or possibly 2) new Maximum Price Application(s), which will be submitted to NERSA for approval. This approval process will include a public participation process prior to the approval of a Maximum Gas Price by NERSA. Once the NERSA decision has been taken, Sasol Gas will be in a position to definitively determine the quantum of any potential retrospective civil claims from customers. In parallel Sasol Gas is obtaining legal advice on the potential basis of such claims and how to deal with such claims to prepare for an eventuality where the new maximum prices are not higher than historical prices that were actually charged to customers.
Based on the above update and process still to be followed, there are numerous uncertainties surrounding the matter. Sasol Gas has a possible legal obligation to refund the affected customers if the new maximum gas price to be determined by NERSA is lower than the actual price charged, however the probability that a future liability will arise cannot be determined with certainty and neither can the amount be reliably estimated. Accordingly, no provision has been raised in respect of this matter as at 30 June 2020.
Securities class action against Sasol Limited and some of its current and former executive directors
A class action lawsuit was filed against Sasol Limited and several of its current and former officers in a Federal District Court in New York.
The lawsuit alleges that Sasol violated U.S. federal securities laws by allegedly making false or misleading public statements regarding the Lake Charles Chemicals Project (LCCP) between 2015 and 2020, specifically with respect to timing, costs, and control procedures.
Sasol disputes the allegations and is defending the lawsuit and retained Weil Gotshal & Manges as external counsel. The insurers have initially confirmed coverage within Sasols policy, subject to a deductible for an amount of costs.
40 Contingent liabilities continued
40.1 Litigation continued
An amended complaint was filed by the plaintiff on 4 June 2020. A key argument by the plaintiff is that Sasol allegedly received a non-negotiable change order for LCCP of US$11,7 billion from Fluor in February 2019 excluding a contingency. In its Motion to Dismiss the complaint which was filed on 2 July 2020, Sasol disputed the existence of such a change order and referred to the cost review which started in March 2019 and the announcement in August 2019 that the total indicated cost of LCCP is US$11 billion including a contingency. The cost estimate included engineering and construction cost estimates which were signed-off by Fluor and Technip. At this stage of the proceeding, no discovery of evidence and witness deposition will take place. The discovery phase will only start if the Motion to Dismiss is not granted.
The plaintiff has not specified any amount of damages to date. In the amended complaint, a compensatory claim for damages for the members of the class was left for the trial to be determined. Therefore, no potential loss can be reliably estimated at this stage. Consequently, no provision has been recognised at 30 June 2020. In this context, it is important to also note that Sasols Directors and Officers insurance has indicated coverage under the policy for this matter
Other litigation and tax matters
From time to time, Sasol companies are involved in other litigation and similar proceedings in the normal course of business.
A detailed assessment is performed on each matter and a provision is recognised where appropriate. Although the outcome of these proceedings and claims cannot be predicted with certainty, the company does not believe that the outcome of any of these cases would have a material effect on the groups financial results.
40.2 Competition matters
Sasol continuously evaluates its compliance programmes and controls in general, including its competition law compliance programmes and controls. As a consequence of these compliance programmes and controls, including monitoring and review activities, Sasol has adopted appropriate remedial and/or mitigating steps, where necessary or advisable, lodged leniency applications and made disclosures on material findings as and when appropriate. These ongoing compliance activities have already revealed, and may still reveal, competition law contraventions or potential contraventions in respect of which we have taken, or will take, appropriate remedial and/or mitigating steps including lodging leniency applications.
40.3 Environmental orders
Sasols environmental obligation accrued at 30 June 2020 was R21 790 million compared to R18 742 million at 30 June 2019.
Although Sasol has provided for known environmental obligations that are probable and reasonably estimable, the amount of additional future costs relating to remediation and rehabilitation may be material to results of operations in the period in which they are recognised. It is not expected that these environmental obligations will have a material effect on the financial position of the group.
41 Related party transactions
Parties are considered to be related if one party directly or indirectly has the ability to control or jointly control the other party or exercise significant influence over the other party or is a member of the key management of the reporting entity (Sasol Limited). In particular, this relates to joint ventures and associates. Disclosure in respect of joint ventures and associates is provided in note 24.
Group companies, in the ordinary course of business, entered into various purchase and sale transactions with associates and joint ventures. The effect of these transactions is included in the financial performance and results of the group. Terms and conditions are determined on an arms length basis. Amounts owing (after eliminating intercompany balances) to related parties are disclosed in the respective notes to the financial statements for those statement of financial position items. No impairment of receivables related to the amount of outstanding balances is required.
Material related party transactions
The following table shows the material transactions that are included in the annual financial statements using the equity method for associates and joint ventures.
for the year ended 30 June |
|
2020
|
|
2019
|
|
2018
|
|
Sales and services rendered from subsidiaries to related parties |
|
|
|
|
|
|
|
Joint ventures |
|
672 |
|
1 474 |
|
965 |
|
Purchases by subsidiaries from related parties |
|
|
|
|
|
|
|
Joint ventures |
|
691 |
|
718 |
|
671 |
|
Associates |
|
15 |
|
95 |
|
88 |
|
|
|
706 |
|
813 |
|
759 |
|
Identity of related parties with whom material transactions have occurred
Except for the groups interests in joint ventures and associates, there are no other related parties with whom material individual transactions have taken place.
Key management remuneration
Key management comprises of Executive and Non-executive Directors as well as other members of the Group Executive Committee (GEC)/Prescribed Officers. Refer to the audited Remuneration Report for full details of remuneration of key management personnel and Non-executive Directors, as well as the former Joint CEOs and Presidents.
|
|
|
|
Retirement |
|
Other |
|
Total |
|
Total |
|
Total |
|
|
|
Salary |
|
funding |
|
benefits |
|
2020 |
|
2019(1) |
|
2018(1) |
|
|
|
R000 |
|
R000 |
|
R000 |
|
R000 |
|
R000 |
|
R000 |
|
Executive Directors |
|
17 935 |
|
1 848 |
|
3 161 |
|
22 944 |
|
46 948 |
|
66 808 |
|
(1) Total remuneration for the financial year excludes gains derived from the long-term incentive schemes which are separately disclosed.
Gains on Long-term incentives and Share Appreciation Rights for the Executive Directors and former Executive Director were as follows:
|
|
Long-term
|
|
Share
|
|
Total
|
|
Total
|
|
Total
|
|
Executive Directors |
|
2 657 |
|
|
|
2 657 |
|
25 025 |
|
20 515 |
|
(1) Long-term incentives for the 2020 financial year represent incentives approved on the group results for the 2020 financial year, payable in the 2021 financial year.
Remuneration and benefits paid and short-term incentives approved for the Prescribed Officers were as follows:
|
|
Salary
|
|
Retirement
|
|
Other
|
|
Total
|
|
Total
|
|
Total
|
|
Prescribed Officers |
|
38 272 |
|
6 554 |
|
7 316 |
|
52 142 |
|
67 488 |
|
89 007 |
|
Number of Prescribed Officers |
|
|
|
|
|
|
|
6 |
|
8 |
|
8 |
|
(1) Total remuneration for the financial year excludes gains derived from the long-term incentive schemes which are separately disclosed.
Gains on Long-term incentives and Share Appreciation Rights for the Prescribed Officers were as follows:
|
|
Long-term
|
|
Share
|
|
Total
|
|
Total
|
|
Total
|
|
Prescribed Officers |
|
4 201 |
|
|
|
4 201 |
|
68 559 |
|
44 962 |
|
(1) Long-term incentives for the 2020 financial year represent incentives approved on the group results for the 2020 financial year, payable in the 2021 financial year.
Messrs. Cornell and Nqwababa agreed with the Board to terminate their employment. The Board has acknowledged, following an external investigation, that there was no personal wrongdoing on their part. The remuneration and benefits earned during their tenure as Joint CEOs and Presidents in addition to the mutual separation detail was as follows:
|
|
Salary
|
|
Retirement
|
|
Other
|
|
Total
|
|
Former Joint CEOs and Presidents |
|
29 278 |
|
11 682 |
|
51 184 |
|
92 144 |
|
(1) Total remuneration for the financial year excludes gains derived from the long-term incentive schemes which are separately disclosed.
Gains on Long-term incentives and Share Appreciation Rights for the former Joint CEOs and Presidents were as follows:
|
|
Long term
|
|
Share
|
|
Total
|
|
Former Joint CEOs and Presidents |
|
3 765 |
|
|
|
3 765 |
|
(1) Long-term incentives for the 2020 financial year represent incentives approved on the group results for the 2020 financial year, payable in the 2021 financial year.
The gains from SARs exercised during 2020 is disclosed in the audited Remuneration Report.
The total IFRS 2 charge for Executive Directors and the Prescribed Officers in 2020 amounted to R10 million and R16 million, respectively and amounted to R14 million for the former Joint CEOs and Presidents.
Non-executive Directors emoluments for the year was as follows:
|
|
Board
|
|
Lead
|
|
Committee
|
|
Ad Hoc
|
|
Other
|
|
Total
|
|
Total
|
|
Total
|
|
Non-executive Directors |
|
29 952 |
|
637 |
|
7 959 |
|
1 172 |
|
23 |
|
39 743 |
|
32 455 |
|
27 823 |
|
42 Subsequent events
There were no events that occurred subsequent to 30 June 2020.
43 Financial risk management and financial instruments
Financial instruments overview
The following table summarises the groups classification of financial instruments.
|
|
|
|
Carrying value |
|
|
|
||||
|
|
Note |
|
At fair value
|
|
Designated at
|
|
Amortised
|
|
Fair value
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
Investments in listed securities |
|
|
|
|
|
498 |
|
|
|
498 |
|
Investments in unlisted securities |
|
|
|
|
|
13 |
|
|
|
13 |
|
Other long-term investments |
|
|
|
|
|
|
|
1 415 |
|
1 415 |
|
Long-term receivables |
|
23 |
|
|
|
|
|
5 799 |
|
5 799 |
|
Long- and short-term financial assets |
|
|
|
645 |
|
|
|
|
|
645 |
|
Trade and other receivables** |
|
28 |
|
|
|
|
|
22 066 |
|
22 066 |
* |
Cash and cash equivalents* |
|
31 |
|
|
|
|
|
34 739 |
|
34 739 |
* |
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
Listed long-term debt (Bonds issued)+ |
|
17 |
|
|
|
|
|
56 760 |
|
50 701 |
|
Unlisted long-term debt+ |
|
17 |
|
|
|
|
|
110 437 |
|
109 724 |
|
Lease liabilities |
|
18 |
|
|
|
|
|
17 719 |
|
|
|
Short-term debt and bank overdraft |
|
|
|
|
|
|
|
22 533 |
|
22 533 |
* |
Long- and short-term financial liabilities |
|
|
|
9 891 |
|
|
|
|
|
9 891 |
|
Trade and other payables+ |
|
29 |
|
|
|
|
|
21 164 |
|
21 164 |
* |
|
|
|
|
Carrying value |
|
|
|
||||
|
|
Note |
|
At fair value
|
|
Designated
|
|
Amortised
|
|
Fair value
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
Investments in listed securities |
|
|
|
|
|
830 |
|
|
|
830 |
|
Investments in unlisted securities |
|
|
|
|
|
393 |
|
|
|
393 |
|
Other long-term investments |
|
|
|
|
|
|
|
25 |
|
25 |
|
Long-term receivables |
|
23 |
|
|
|
|
|
5 582 |
|
5 582 |
|
Long- and short-term financial assets |
|
|
|
645 |
|
|
|
|
|
645 |
|
Trade and other receivables** |
|
28 |
|
|
|
|
|
25 611 |
|
25 611 |
* |
Cash and cash equivalents |
|
31 |
|
|
|
|
|
15 877 |
|
15 877 |
* |
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
Listed long-term debt (Bonds issued)+ |
|
17 |
|
|
|
|
|
46 060 |
|
49 421 |
|
Unlisted long-term debt+ |
|
17 |
|
|
|
|
|
83 509 |
|
84 007 |
|
Lease liabilities |
|
18 |
|
|
|
|
|
7 770 |
|
|
|
Short-term debt and bank overdraft |
|
|
|
|
|
|
|
1 297 |
|
1 297 |
* |
Long- and short-term financial liabilities |
|
|
|
2 205 |
|
|
|
|
|
2 205 |
|
Trade and other payables+ |
|
29 |
|
|
|
|
|
28 501 |
|
28 501 |
* |
* The fair value of these instruments approximates carrying value, due to their short-term nature.
** Trade and other receivables includes employee-related and insurance-related receivables.
+ Includes unamortised loan costs.
43.1 Financial risk management
The group is exposed in varying degrees to a number of financial instrument related risks. The Group Executive Committee (GEC) has the overall responsibility for the establishment and oversight of the groups risk management framework. The GEC established the risk and safety, health and environment committee, which is responsible for providing the board with the assurance that significant business risks are systematically identified, assessed and reduced to acceptable levels. A comprehensive risk management process has been developed to continuously monitor and assess these risks. Based on the risk management process Sasol refined its hedging policy and the Sasol Limited Board appointed a subcommittee, the Hedging and Digital Committee that meets regularly to review and, if appropriate, approve the implementation of hedging strategies for the effective management of financial market related risks.
The group has a central treasury function that manages the financial risks relating to the groups operations.
Capital allocation
The groups objectives when managing capital (which includes share capital, borrowings, working capital and cash and cash equivalents) is to maintain a flexible capital structure that reduces the cost of capital to an acceptable level of risk and to safeguard the groups ability to continue as a going concern while taking advantage of strategic opportunities in order to grow shareholder value sustainably.
The group manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, repurchase shares currently issued, issue new shares, issue new debt, issue new debt to replace existing debt with different characteristics and/or sell assets to reduce debt.
The group monitors capital utilising a number of measures, including the gearing ratio. The groups targeted gearing (net debt to shareholders equity) ratio has been lifted to a range of 55% to 65% for 2020 and thereafter will be managed down to the long-term target of between 20% and 40%. Gearing takes into account the groups substantial capital investment and susceptibility to external market factors such as crude oil prices, exchange rates and commodity chemical prices. The groups gearing level for 2020 is 114,5% (2019 56,3%; 2018 42,2%).
Financing risk
Financing risk refers to the risk that financing of the groups net debt requirements and refinancing of existing borrowings could become more difficult or more costly in the future. This risk can be decreased by managing the group within the targeted gearing ratio, maintaining an appropriate spread of maturity dates, and managing short-term borrowings within acceptable levels.
The groups target for long-term borrowings include an average time to maturity of at least two years, and an even spread of maturities.
Credit rating
Sasols credit rating came under pressure when the global economic outlook deteriorated whilst our debt was at its highest level at the completion of the LCCP.
43 Financial risk management and financial instruments continued
43.1 Financial risk management continued
The continuing deterioration in fiscal strength and the structurally weak growth are key drivers for the downgrade and there are concerns that current policy settings will be unable to address these factors effectively. Sasol, like all South African domiciled entities, is constrained (but not necessarily capped) by the South African Sovereign rating.
Risk profile
Risk management and measurement relating to each of these risks is discussed under the headings below (sub-categorised into credit risk, liquidity risk, and market risk) which entails an analysis of the types of risk exposure, the way in which such exposure is managed and quantification of the level of exposure in the statement of financial position.
Credit risk
Credit risk is the risk of financial loss due to counterparties not meeting their contractual obligations. Credit risk is deemed to be low when, based on the forward available information, it is highly probable that the customer will service its debt in accordance with the agreement throughout the period.
The outbreak of the COVID-19 pandemic during 2020 and the turmoil in the global economic environment following the decline in oil prices are expected to impact counterparties ability to meet contractual obligations when they become due, but also the amount expected to be recovered in case of default. These factors have contributed to the increase of R484 million (2019: R199 million) in the provision for expected credit losses recognised for 2020.
How we manage the risk
The risk is managed by the application of credit approvals, limits and monitoring procedures. Where appropriate, the group obtains security in the form of guarantees to mitigate risk. Counterparty credit limits are in place and are reviewed and approved by the respective subsidiary credit management committees. The central treasury function provides credit risk management for the group- wide exposure in respect of a diversified group of banks and other financial institutions. These are evaluated regularly for financial robustness especially in the current global economic environment. Management has evaluated treasury counterparty risk and does not expect any treasury counterparties to fail in meeting their obligations. The group maximum exposure is the outstanding carrying amount of the financial asset.
For all financial assets measured at amortised cost, the group calculates the expected credit loss based on contractual payment terms of the asset. The contractual payment terms for receivables vary from 30 days to 120 days. The exposure to credit risk is influenced by the individual characteristics, the industry and geographical area of the counterparty with whom we have transacted. Financial assets at amortised cost are carefully monitored and reviewed on a regular basis for expected credit loss and impairment based on our credit risk policy.
Expected credit loss is calculated as a function of probability of default, loss given default and exposure at default. The group allocates probability of default based on external and internal information. The major portion of the financial assets at amortised cost consists of externally rated customers and the group uses the average of Moodys, Fitch and S&P Corporate and Sovereign probability of defaults, depending on whether the customer or holder of the financial asset is corporate or government related. No changes were made to the majority of formal credit ratings as these credit ratings were obtained close to year-end and therefore already incorporate the current negative economic environment, as well as an entitys specific circumstances, financial strength and outlook. For customers or debtors that are not rated by a formal rating agency, the group allocates internal credit ratings and default rates taking into account forward looking information, based on the debtors profile and financial status. Loss given default (LGD) is based on the Basel model. Until 2019, the group used a 45% LGD for unsecured financial assets and 35% for secured financial assets. Basel II, however, requires that LGD parameters reflect economic downturn conditions, meaning that entities credit exposures need to reflect the losses entities would expect to incur if all defaults occur during the downturn part of an economic cycle. Based on the current economic downturn the group, therefore, applied the Board of Governors of the Federal Reserve Systems formula for deriving downturn LGD to be used for 2020, namely 50% for unsecured financial assets and 40% for secured financial assets. Credit enhancement is only taken into account if it is integral to the asset. Trade receivables expected credit loss is calculated over lifetime. Other financial assets expected credit loss is measured over 12 months when the credit risk is low and over lifetime where the credit risk has increased. Credit risk is deemed to have increased when the payment is 30 days overdue and the customer has defaulted, indicating their inability to honor the debt.
No single customer represents more than 10% of the groups total turnover or more than 10% of total trade receivables for the years ended 30 June 2020, 2019 and 2018. Approximately 44% (2019 50%; 2018 49%) of the groups total turnover is generated from sales within South Africa, while about 23% (2019 22%; 2018 24%) relates to European sales and 17% (2019 14%; 2018 13%) relates to sales within the US. The concentration of credit risk within geographic regions is largely aligned with the geographic regions in which the turnover was earned.
Detail of allowances for credit losses:
|
|
Lifetime ECL |
|
12-month
|
|
|
|
||||||
|
|
Significant
|
|
Simplified
|
|
Credit-
|
|
Total
|
|
No
|
|
Total expected
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term receivables |
|
349 |
|
|
|
47 |
|
396 |
|
46 |
|
442 |
|
Trade receivables |
|
|
|
64 |
|
299 |
|
363 |
|
|
|
363 |
|
Other receivables |
|
12 |
|
|
|
330 |
|
342 |
|
1 |
|
343 |
|
|
|
361 |
|
64 |
|
676 |
|
1101 |
|
47 |
|
1148 |
|
|
|
Lifetime ECL |
|
12-month
|
|
|
|
||||||
|
|
Significant
|
|
Simplified
|
|
Credit- impaired
|
|
Total lifetime
|
|
No
|
|
Total expected
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term receivables |
|
121 |
|
|
|
38 |
|
159 |
|
52 |
|
211 |
|
Trade receivables |
|
|
|
77 |
|
148 |
|
225 |
|
|
|
225 |
|
Other receivables |
|
3 |
|
|
|
223 |
|
226 |
|
2 |
|
228 |
|
|
|
124 |
|
77 |
|
409 |
|
610 |
|
54 |
|
664 |
|
Overview of the credit risk profile of financial assets measured at amortised cost is as follows:
|
|
2020
|
|
2019
|
|
AAA to A- |
|
39 |
|
85 |
|
BBB to B- |
|
54 |
|
8 |
|
CCC+ and below |
|
7 |
|
7 |
|
The deterioration in the credit risk profile is mainly due to the current economic downturn considered in our credit risk assessment.
Liquidity risk
Liquidity risk is the risk that an entity in the group will be unable to meet its obligations as they become due.
The COVID-19 pandemic together with the oil price volatility during the year have significantly impacted on the groups operations and results. In South Africa, a decrease in product demand led to the temporary reduction or suspension of production at certain of the groups operations such as Secunda Synfuels Operations (SSO) and the Natref Refinery in Sasolburg during the year. Globally, the lower oil price environment impacted negatively on chemical prices across most of the groups sales regions and products. This has led to increased pressure on the groups liquidity.
How we manage the risk
The group manages liquidity risk by effectively managing its working capital, capital expenditure and cash flows, making use of a central treasury function to manage pooled business unit cash investments and borrowing requirements. Currently the group is maintaining a positive liquidity position, conserving the groups cash resources through continued focus on working capital improvement, cost savings and capital reprioritisation especially in the light of the current economic environment.
The group meets its financing requirements through a mixture of cash generated from its operations and, short and long-term borrowings and strives to maintain adequate banking facilities and reserve borrowing capacities.
To manage cash generated from operations, management implemented the following measures:
· Continued focus on hedging programmes aimed to protect margins at several of its operations;
· Using periods of lower production to bring forward planned maintenance shutdown at SSO and Natref;
· A US$2 billion cash conservation programme focused on enhancing cash flow and cost competitiveness in a low oil price environment.
From a financing perspective, the group currently has sufficient undrawn borrowing facilities. The group has negotiated increased balance sheet flexibility with lenders in the context of the COVID-19 impacts and market volatility. The groups lenders have agreed to waive their covenants in June 2020 and lift the December 2020 covenants from 3 times to 4 times Net Debt:EBITDA, as defined in the loan agreements. There are no significant debt maturities before June 2021 and the group aims to significantly reduce its debt through initiatives such as an accelerated and expanded asset disposal programme.
Management believes that the group currently has sufficient liquidity to withstand the lower product demand and market volatility in the short-term. Refer to note 17.
43 Financial risk management and financial instruments continued
43.1 Financial risk management continued
Our exposure to and assessment of the risk
The maturity profile of the undiscounted contractual cash flows of financial instruments at 30 June were as follows:
|
|
Note |
|
Contractual
|
|
Within one
|
|
One to
|
|
More than
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
Non-derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Long-term receivables |
|
23 |
|
5 799 |
|
|
|
3 255 |
|
2 544 |
|
Trade and other receivables |
|
28 |
|
22 090 |
|
22 090 |
|
|
|
|
|
Cash and cash equivalents (excluding restricted cash) |
|
31 |
|
32 932 |
|
32 932 |
|
|
|
|
|
Investments through other comprehensive income |
|
|
|
511 |
|
511 |
|
|
|
|
|
Other long-term investments |
|
|
|
1 415 |
|
1 415 |
|
|
|
|
|
|
|
|
|
62 747 |
|
56 948 |
|
3 255 |
|
2 544 |
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
|
|
9 185 |
|
9 185 |
|
|
|
|
|
Crude oil put options |
|
|
|
113 |
|
113 |
|
|
|
|
|
Ethane swap options |
|
|
|
104 |
|
104 |
|
|
|
|
|
Other commodity derivatives |
|
|
|
11 |
|
11 |
|
|
|
|
|
|
|
|
|
72 160 |
|
66 361 |
|
3 255 |
|
2 544 |
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
Non-derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Long-term debt*** |
|
17 |
|
(188 940 |
) |
(24 213 |
) |
(147 859 |
) |
(16 868 |
) |
Lease liabilities |
|
18 |
|
(38 187 |
) |
(3 051 |
) |
(9 319 |
) |
(25 817 |
) |
Short-term debt |
|
17 |
|
(21 888 |
) |
(21 888 |
) |
|
|
|
|
Trade and other payables |
|
29 |
|
(21 164 |
) |
(21 164 |
) |
|
|
|
|
Bank overdraft |
|
31 |
|
(645 |
) |
(645 |
) |
|
|
|
|
Financial guarantees** |
|
|
|
(913 |
) |
(913 |
) |
|
|
|
|
|
|
|
|
(271 737 |
) |
(71 874 |
) |
(157 178 |
) |
(42 685 |
) |
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
|
|
(8 770 |
) |
(8 770 |
) |
|
|
|
|
Interest rate swap options |
|
|
|
(4 143 |
) |
(780 |
) |
(2 631 |
) |
(732 |
) |
Foreign exchange zero cost collars |
|
|
|
(2 861 |
) |
(2 861 |
) |
|
|
|
|
Crude oil zero cost collar |
|
|
|
(174 |
) |
(174 |
) |
|
|
|
|
Ethane swap options |
|
|
|
(230 |
) |
(230 |
) |
|
|
|
|
Crude oil futures |
|
|
|
(66 |
) |
(66 |
) |
|
|
|
|
Other currency derivatives |
|
|
|
(2 183 |
) |
(53 |
) |
(129 |
) |
(2 001 |
) |
Other commodity derivatives |
|
|
|
(103 |
) |
(103 |
) |
|
|
|
|
|
|
|
|
(290 267 |
) |
(84 911 |
) |
(159 938 |
) |
(45 418 |
) |
* Contractual cash flows include interest payments.
** Issued financial guarantees contracts are all repayable on default, however the likelihood of default is considered remote.
*** Of the amounts due in one to five years, R126 billion relates to the capital repayment of the bonds, the revolving credit facility and the term loan.
**** Refer to note 2 Going concern assessment.
|
|
Note |
|
Contractual
|
|
Within one
|
|
One to
|
|
More than
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
Non-derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Long-term receivables |
|
23 |
|
5 582 |
|
|
|
4 203 |
|
1 379 |
|
Trade and other receivables |
|
28 |
|
25 611 |
|
25 611 |
|
|
|
|
|
Cash and cash equivalents (excluding restricted cash) |
|
31 |
|
13 397 |
|
13 397 |
|
|
|
|
|
Investments through other comprehensive income |
|
|
|
1 223 |
|
680 |
|
543 |
|
|
|
Other long-term investments |
|
|
|
25 |
|
|
|
25 |
|
|
|
|
|
|
|
45 838 |
|
39 688 |
|
4 771 |
|
1 379 |
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
|
|
2 161 |
|
2 161 |
|
|
|
|
|
Interest rate swap options |
|
|
|
15 |
|
|
|
8 |
|
7 |
|
Foreign exchange zero cost collars |
|
|
|
582 |
|
582 |
|
|
|
|
|
Ethane swap options |
|
|
|
2 |
|
2 |
|
|
|
|
|
Other commodity derivatives |
|
|
|
31 |
|
31 |
|
|
|
|
|
|
|
|
|
48 629 |
|
42 464 |
|
4 779 |
|
1 386 |
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
Non-derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Long-term debt*** |
|
17 |
|
(157 965 |
) |
(7 025 |
) |
(134 318 |
) |
(16 622 |
) |
Lease liabilities |
|
18 |
|
(25 480 |
) |
(1 207 |
) |
(4 135 |
) |
(20 138 |
) |
Short-term debt |
|
17 |
|
(1 239 |
) |
(1 239 |
) |
|
|
|
|
Trade and other payables |
|
29 |
|
(28 501 |
) |
(28 501 |
) |
|
|
|
|
Bank overdraft |
|
31 |
|
(58 |
) |
(58 |
) |
|
|
|
|
Financial guarantees** |
|
|
|
(1 326 |
) |
(1 326 |
) |
|
|
|
|
|
|
|
|
(214 569 |
) |
(39 356 |
) |
(138 453 |
) |
(36 760 |
) |
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
|
|
(2 190 |
) |
(2 190 |
) |
|
|
|
|
Interest rate swap options |
|
|
|
(1 488 |
) |
(213 |
) |
(1 029 |
) |
(246 |
) |
Foreign exchange zero cost collars |
|
|
|
(3 |
) |
(3 |
) |
|
|
|
|
Ethane swap options |
|
|
|
(456 |
) |
(456 |
) |
|
|
|
|
Crude oil futures |
|
|
|
(27 |
) |
(27 |
) |
|
|
|
|
Other commodity derivatives |
|
|
|
(10 |
) |
(10 |
) |
|
|
|
|
|
|
|
|
(218 743 |
) |
(42 255 |
) |
(139 482 |
) |
(37 006 |
) |
* Contractual cash flows include interest payments.
** Issued financial guarantees contracts are all repayable on default, however the likelihood of default is considered remote.
*** Of the amounts due in one to five years, R131 billion relates to the repayment of the bonds, the revolving credit facility and the term loan.
Market risk
Market risk is the risk arising from possible market price movements and their impact on the future cash flows of the business. The market price movements that the group is exposed to:
Foreign currency risk
Foreign currency risk is a risk that earnings and cash flows will be affected due to changes in exchange rates.
How we manage the risk
Our Hedging and Digital Committee sets broad guidelines in terms of tenor and hedge cover ratios specifically to assess future currency exposure, which have the potential to materially affect our financial position. These guidelines and our hedging policy are reviewed from time to time. This hedging strategy enables us to better predict cash flows and thus manage our liquidity and key financial metrics more effectively. Foreign currency risks are managed through the groups hedging policy and financing policies and the selective use of various derivatives.
43 Financial risk management and financial instruments continued
43.1 Financial risk management continued
Our exposure to and assessment of the risk
The groups transactions are predominantly entered into in the respective functional currency of the individual operations. The construction of the LCCP has largely been financed through funds obtained in US dollar, with a small portion of funds obtained from Rand sources. A large portion of our turnover and capital investments are significantly impacted by the rand/US$ and rand/EUR exchange rates. Some of our fuel products are governed by the BFP, of which a significant variable is the rand/US$ exchange rate.
Our export chemical products are mostly commodity products whose prices are largely based on global commodity and benchmark prices quoted in US dollars and consequently are exposed to exchange rate fluctuations that have an impact on cash flows. These operations are exposed to foreign currency risk in connection with contracted payments in currencies not in their individual functional currency. The most significant exposure for the group exists in relation to the US dollar and the Euro. The translation of foreign operations to the presentation currency of the group is not taken into account when considering foreign currency risk.
Zero-cost collars
In line with the risk mitigation strategy, the group hedges a significant portion of its estimated foreign currency exposure in respect of forecast sales and purchases over the following 12 months. The group uses zero-cost collars to hedge its currency risk, most with a maturity of less than one year from the reporting date.
Foreign exchange contracts
Foreign exchange contracts (FECs) are utilised throughout the group to hedge the risk of currency depreciation on committed and highly probable forecast transactions. Transactions hedged with FECs include capital and goods purchases (imports) and sales (exports). Other transactions hedged include certain intercompany loans which expose the group to foreign currency risk.
A number of FECs were entered into during the year which are held for trading. FECs are also utilised in the group in cash flow hedge relationships.
The following significant exchange rates were applied during the year:
|
|
Average rate |
|
Closing rate |
|
||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Rand/Euro |
|
17,34 |
|
16,19 |
|
19,46 |
|
16,01 |
|
Rand/US dollar |
|
15,69 |
|
14,20 |
|
17,33 |
|
14,08 |
|
The table below shows the significant currency exposure where entities within the group have monetary assets or liabilities that are not in their functional currency, have exposure to the US dollar or the Euro. The amounts have been presented in rand by converting the foreign currency amount at the closing rate at the reporting date.
* The US$ increase relates to additional funding provided to the LCCP by Sasol Investment Company.
Sensitivity analysis
The following sensitivity analysis is provided to show the foreign currency exposure of the individual entities at the end of the reporting period. This analysis is prepared based on the statement of financial position balances that exist at year-end, for which there is currency risk, before consideration of currency derivatives, which exist at that point in time. The effect on equity is calculated as the effect on profit and loss. The effect of translation of results into presentation currency of the group is excluded from the information provided.
A 10% weakening in the groups significant exposure to the foreign currency at 30 June would have increased either the equity or the profit by the amounts below, before the effect of tax. This analysis assumes that all other variables, in particular, interest rates, remain constant, and has been performed on the same basis for 2019.
|
|
2020 |
|
2019 |
|
||||
|
|
Equity
|
|
Income
|
|
Equity
|
|
Income
|
|
Euro |
|
(56 |
) |
(56 |
) |
54 |
|
54 |
|
US dollar |
|
(2 968 |
) |
(2 968 |
) |
(2 143 |
) |
(2 143 |
) |
A 10% movement in the opposite direction in the groups exposure to foreign currency would have an equal and opposite effect to the amounts disclosed above.
Interest rate risk
Interest rate risk is the risk that the value of short term investments and financial activities will change as a result of fluctuations in the interest rates.
Fluctuations in interest rates impact on the value of short-term investments and financing activities, giving rise to interest rate risk. The group has significant exposure to interest rate risk due to the volatility in South African, European and US interest rates.
How we manage the risk
Our debt is comprised of different instrument notes, which by their nature either bear interest at a floating or a fixed rate. We monitor the ratio of floating and fixed interest in our loan portfolio and manage this ratio, by electing to incur either bank loans, bearing a floating interest rate, or bonds, which bear a fixed interest rate. We may also use interest rate swaps, where appropriate, to convert some of our debt into either floating or fixed rate debt to manage the composition of our portfolio. In some cases, we may also use other interest rate derivatives, which enables us to mitigate the risks associated with this exposure.
In respect of financial assets, the groups policy is to invest cash at floating rates of interest and cash reserves are to be maintained in short-term investments (less than one year) in order to maintain liquidity, while achieving a satisfactory return for shareholders.
Our exposure to and assessment of the risk
The group has exposure to the variable US dollar London Interbank Overnight Rate (LIBOR) through various instruments, including term loans and revolving credit facilities. In 2015, we entered into an interest rate swap for US$1,95 billion to convert variable LIBOR exposure to a fixed rate. It was designated as the hedging instrument in a cash flow hedge. The swap was novated in June 2019 when the underlying LCCP bank term loan was refinanced and hedge accounting discontinued. The swap continues to be an economic hedge that covers a portion of the groups exposure to the LIBOR and after the swap was novated for a second time in July 2019 we redesignated the swap as a hedging instrument in a cash flow hedge.
Hedge effectiveness was determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments, to ensure that an economic relationship exists between the hedged item and hedging instrument. A regression analysis method is employed for assessing the effectiveness of each designated hedging relationship.
Possible sources of hedge ineffectiveness include:
· Differences in critical terms between the interest rate swaps and interest payments, including future payment date mismatches;
· A significant change in the credit risk of either party to the hedging relationship during the period of the hedge; and
· The effects of the forthcoming IBOR reform, because changes might take effect at a different time and have a different impact on the hedged item (the floatingrate debt) and the hedging instrument (the interest rate swap used to hedge the debt).
There has not been any ineffectiveness recognised in relation to the interest rate swaps in profit or loss for 2020.
Developments in respect of the proposed reform of the US dollar LIBOR and the impact thereof on our LIBOR linked debt facilities and interest rate swap are actively monitored. Changes to the interest rate benchmark will be considered in conjunction with the surrounding facts and circumstances at the time and appropriate changes and resetting of rates with counterparties will be negotiated and agreed.
At the reporting date, the interest rate profile of the groups interest-bearing financial instruments, including the effect of the interest rate swap was:
|
|
Carrying value |
|
||
|
|
2020 |
|
2019 |
|
|
|
Rm |
|
Rm |
|
Variable rate instruments |
|
|
|
|
|
Financial assets |
|
36 140 |
|
16 663 |
|
Financial |
|
(97 531 |
) |
(54 542 |
) |
liabilities |
|
(61 391 |
) |
(37 879 |
) |
Fixed rate instruments |
|
|
|
|
|
Financial assets |
|
525 |
|
197 |
|
Financial liabilities |
|
(109 919 |
) |
(83 151 |
) |
|
|
(109 394 |
) |
(82 954 |
) |
Interest profile (variable: fixed rate as a percentage of total financial assets) |
|
99:1 |
|
99:1 |
|
Interest profile (variable: fixed rate as a percentage of total financial liabilities) |
|
47:53 |
|
40:60 |
|
Cash flow sensitivity for variable rate instruments
Financial instruments affected by interest rate risk include borrowings, deposits, derivative financial instruments, trade receivables and trade payables. A change of 1% in the prevailing interest rate in a particular currency at the reporting date would have increased/ (decreased) earnings by the amounts shown below before the effect of tax. The sensitivity analysis has been prepared on the basis that all other variables, in particular foreign currency rates, remain constant and has been performed on the same basis for 2019. The sensitivity has been calculated including consideration of the effect of existing interest rate swap derivative instruments. Interest is recognised in the income statement using the effective interest rate method. The interest rate swap is designated as a hedge instrument in financial year 2020, the cash flow hedge reserve will be reclassified to profit and loss on a similar basis. Currently the total notional exposure hedged under the swap is US$1,90 billion (2019 US$1,95 billion).
43 Financial risk management and financial instruments continued
43.1 Financial risk management continued
|
|
Income statement 1% increase |
|
||||||
|
|
South Africa
|
|
Europe
|
|
United States of
|
|
Other
|
|
30 June 2020 |
|
110 |
|
15 |
|
(761 |
) |
21 |
|
30 June 2019 |
|
27 |
|
15 |
|
(433 |
) |
12 |
|
|
|
Income statement 1% decrease |
|
||||||
|
|
South Africa
|
|
Europe*
|
|
United States of
|
|
Other*
|
|
30 June 2020 |
|
(110 |
) |
(15 |
) |
761 |
|
(21 |
) |
30 June 2019 |
|
(27 |
) |
(15 |
) |
433 |
|
(12 |
) |
* A decrease of 1% in interest rates for the United States of America and Europe will not have an effect on the income statement as it is not considered reasonably possible that the repo interest rates will decrease below 0%.
|
|
Average
|
|
|
|
Fair value loss
|
|
Fair value loss
|
|
Recognised in
|
|
Recognised
|
|
|
|
% |
|
Expiry |
|
Rm |
|
Rm |
|
Rm |
|
Rm |
|
Interest rate swap derivatives US$ pay fixed rate receive floating rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
North America** |
|
2,82 |
|
December
|
|
(2 192 |
) |
(285 |
) |
(4 |
) |
(1 485 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mozambique |
|
2,80 |
|
February 2030 |
|
|
|
|
|
(97 |
) |
10 |
|
** The interest rate swap was redesignated as a hedging instrument in a cash flow hedge during the current year, with hedge accounting resumed. Losses incurred on the movement in the swap derivative are recognised in other comprehensive income. 2019 also included a gain of R115 million relating to the reclassification of the swap to profit and loss on termination of the hedge relationship.
Commodity price risk
Commodity price risk is the risk of fluctuations in our earnings as a result of fluctuation in the price of commodities.
How we manage the risk Crude oil and coal price
The group makes use of derivative instruments, including options and commodity swaps as a means of mitigating price movements and timing risks on crude oil purchases and sales, ethane purchases and export coal sales. The group entered into hedging contracts which provide downside protection against decreases in commodity prices.
Our exposure to and assessment of the risk
A substantial proportion of our turnover is derived from sales of petroleum and petrochemical products. Market prices for crude oil fluctuate because they are subject to international supply and demand and political factors. Our exposure to the crude oil price
centres primarily around the selling price of the fuel marketed by our Energy business which is governed by the Basic Fuel Price (BFP) formula, the crude oil related raw materials used in our Natref refinery and certain of our offshore operations including were chemical prices are linked to the crude oil price. Key factors in the BFP are the Mediterranean and Singapore or Mediterranean and Arab Gulf product prices for petrol and diesel, respectively.
Dated Brent Crude prices applied during the year:
|
|
Dated Brent Crude |
|
||
|
|
2020
|
|
2019
|
|
High |
|
69,96 |
|
86,16 |
|
Average |
|
51,22 |
|
68,63 |
|
Low |
|
13,24 |
|
50,21 |
|
The following futures were in place at 30 June:
|
|
Contract
|
|
Fair value
|
|
Within
|
|
Contract
|
|
Fair value
|
|
Within
|
|
Crude oil futures |
|
716 |
|
(66 |
) |
(66 |
) |
1 521 |
|
(27 |
) |
(27 |
) |
Other commodity derivatives |
|
109 |
|
(92 |
) |
(92 |
) |
254 |
|
21 |
|
21 |
|
Sensitivity analysis
A 10% increase of the commodity prices at 30 June would have increased the fair value losses recognised in other operating costs in the income statement by the amounts shown below, before the effect of tax. This analysis assumes that all other variables remain constant and should not be considered predictive of future performances. This calculation has been performed on the same basis for 2019.
|
|
2020
|
|
2019
|
|
Crude oil |
|
(81 |
) |
(193 |
) |
Sensitivity analysis
A 10% decrease in the commodity prices at 30 June would have the equal but opposite effect on the fair value amounts shown above, on the basis that all other variables remain constant.
Summary of our derivatives
In the normal course of business, the group enters into various derivative transactions to mitigate our exposure to foreign exchange rates, interest rates, and commodity prices Derivative instruments used by the group in hedging activities include swaps, options, forwards and other similar types of instruments.
Income statement impact |
|
2020
|
|
2019
|
|
2018
|
|
Financial instruments |
|
|
|
|
|
|
|
Net (loss)/gain on derivative instruments |
|
|
|
|
|
|
|
Foreign exchange zero cost collars |
|
(4 298 |
) |
323 |
|
936 |
|
Other foreign exchange derivatives* |
|
(1 562 |
) |
85 |
|
|
|
Ethane swap options |
|
(732 |
) |
(462 |
) |
29 |
|
Foreign exchange contracts (losses)/gains |
|
(372 |
) |
(794 |
) |
121 |
|
Crude oil swap options |
|
(160 |
) |
|
|
|
|
Crude oil zero cost collars |
|
(157 |
) |
|
|
|
|
Crude oil put options |
|
(153 |
) |
(498 |
) |
(3 303 |
) |
Interest rate swap options |
|
(101 |
) |
(1 475 |
) |
52 |
|
Coal swap options |
|
|
|
91 |
|
(1 024 |
) |
Crude oil futures |
|
538 |
|
265 |
|
(687 |
) |
|
|
(6 997 |
) |
(2 465 |
) |
(3 876 |
) |
* Mainly relates to a US dollar derivative that is embedded in a long-term oxygen supply contract to our Secunda Synfuels Operations that was recognised on adoption of IFRS 16.
43 Financial risk management and financial instruments continued
43.1 Financial risk management continued
Statement of financial position impact |
|
2020
|
|
2019
|
|
Financial instrument |
|
|
|
|
|
Derivative financial assets |
|
|
|
|
|
Foreign exchange contracts |
|
417 |
|
15 |
|
Crude oil put options |
|
113 |
|
|
|
Ethane swap options |
|
104 |
|
2 |
|
Other commodity derivatives |
|
11 |
|
31 |
|
Foreign exchange zero cost collars |
|
|
|
582 |
|
Interest rate swap options |
|
|
|
15 |
|
|
|
645 |
|
645 |
|
Derivative financial liabilities |
|
|
|
|
|
Interest rate swap options |
|
(4 143 |
) |
(1 488 |
) |
Foreign exchange zero cost collars |
|
(2 861 |
) |
(3 |
) |
Other foreign exchange derivatives** |
|
(2 183 |
) |
|
|
Ethane swap options |
|
(230 |
) |
(456 |
) |
Crude oil zero cost collars |
|
(174 |
) |
|
|
Other commodity derivatives |
|
(103 |
) |
(10 |
) |
Crude oil futures |
|
(66 |
) |
(27 |
) |
Foreign exchange contracts |
|
(1 |
) |
(44 |
) |
|
|
(9 761 |
) |
(2 028 |
) |
Non-derivative financial liabilities |
|
|
|
|
|
Financial guarantees |
|
(130 |
) |
(177 |
) |
|
|
(9 891 |
) |
(2 205 |
) |
** Mainly relates to a US dollar derivative that is embedded in a long-term oxygen supply contract to our Secunda Synfuels Operations that was recognised on adoption of IFRS 16.
The group has exposure to the US dollar LIBOR through various instruments, including term loans and revolving credit facilities. In 2015, we entered into an interest rate swap for US$1,95 billion to convert variable LIBOR exposure to a fixed rate. It was designated as the hedging instrument in a cash flow hedge. The swap was novated in June 2019 when the underlying LCCP bank term loan was refinanced and hedge accounting discontinued. The swap continues to be an economic hedge that cover a portion of the groups exposure to the LIBOR and after the swap was novated for a second time in July 2019 we redesignated the swap as a hedging instrument in a cash flow hedge.
The other derivatives within the group are economic hedges to our exposure to the rand/US$ exchange rates and commodity prices that have not been classified as cash flow hedges.
|
|
Fair value
|
|
Fair value
|
|
Interest rate swap derivatives cash flow hedge (2019 held for trading) |
|
(4 143 |
) |
(1 473 |
) |
|
|
Fair value
|
|
Fair value
|
|
Fair value
|
|
Fair value
|
|
Contract/
|
|
Contract/
|
|
|
Derivatives held for trading |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts |
|
417 |
|
15 |
|
(1 |
) |
(44 |
) |
US$m |
481 |
|
146 |
|
Crude oil futures |
|
|
|
|
|
(66 |
) |
(27 |
) |
US$m |
36 |
|
|
|
|
|
417 |
|
15 |
|
(67 |
) |
(71 |
) |
|
|
|
|
* The notional amount is the sum of the absolute value of all contracts for both derivative assets and liabilities.
In addition to foreign exchange contract utilised in normal operating activities, the following derivatives were entered into to mitigate the risks associated with the crude oil price, the rand/US$ exchange rate, ethane price and the coal price.
|
|
|
|
|
2020 |
|
2019 |
|
|
Brent crude oil Put options |
|
|
|
|
|
|
|
|
|
Premium paid |
|
|
US$m |
|
17,4 |
|
|
|
|
Number of barrels |
|
|
million |
|
6,5 |
|
48,0 |
|
|
Open positions |
|
|
million |
|
5,5 |
|
|
|
|
Settled |
|
|
million |
|
1,0 |
|
48,0 |
|
|
Average Brent crude oil price floor, net of costs (open positions) |
|
|
US$/bbl |
|
34,49 |
|
|
|
|
Losses recognised in the income statement |
|
|
Rm |
|
(153 |
) |
(498 |
) |
|
Amount included in the statement of financial position |
|
|
Rm |
|
113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rand/US$ currency Zero-cost collar instruments |
|
|
|
|
|
|
|
|
|
US$ exposure open positions |
|
|
US$bn |
|
5,4 |
|
4,3 |
|
|
Annual average floor |
|
|
R/US$ |
|
14,80 |
|
13,84 |
|
|
Annual average cap |
|
|
R/US$ |
|
17,77 |
|
16,63 |
|
|
(Losses)/gains recognised in the income statement |
|
|
Rm |
|
(4 298 |
) |
323 |
|
|
Amount included in the statement of financial position |
|
|
Rm |
|
(2 861 |
) |
579 |
|
|
|
|
|
|
|
|
|
|
|
|
Brent crude oil Zero-cost collar instruments |
|
|
|
|
|
|
|
|
|
Number of barrels open positions |
|
|
million |
|
3,1 |
|
|
|
|
Annual average floor |
|
|
R/US$ |
|
31,79 |
|
|
|
|
Annual average cap |
|
|
R/US$ |
|
39,88 |
|
|
|
|
Losses recognised in the income statement |
|
|
Rm |
|
(157 |
) |
|
|
|
Amount included in the statement of financial position |
|
|
Rm |
|
(174 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent crude oil Swap options |
|
|
|
|
|
|
|
|
|
Number of tons settled during year |
|
|
million |
|
5,0 |
|
|
|
|
Losses recognised in the income statement |
|
|
Rm |
|
(160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Export coal Swap options |
|
|
|
|
|
|
|
|
|
Number of tons settled during year |
|
|
million |
|
|
|
1,4 |
|
|
Gains recognised in the income statement |
|
|
Rm |
|
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
Ethane Swap options |
|
|
|
|
|
|
|
|
|
Number of barrels |
|
|
million |
|
38,9 |
|
16,0 |
|
|
Open positions |
|
|
million |
|
21,5 |
|
12,5 |
|
|
Settled |
|
|
million |
|
17,4 |
|
3,5 |
|
|
Average ethane swap price (open positions) |
|
|
US$c/gal |
|
20 |
|
28 |
|
|
Losses recognised in the income statement |
|
|
Rm |
|
(732 |
) |
(462 |
) |
|
Amount included in the statement of financial position |
|
|
Rm |
|
(126 |
) |
(454 |
) |
|
Sensitivity analysis
The fair value of significant derivatives held for trading is impacted by a number of market observable variables at valuation date. The sensitivities provided below reflect the impact on fair value as a result of movements in the significant input variables utilised for valuation purposes:
43 Financial risk management and financial instruments continued
43.1 Financial risk management continued
|
|
|
|
Volatility |
|
Ethane price |
|
Crude oil price |
|
Rand/US$ spot
|
|
US$
|
|
||||||||
30 June 2020 |
|
|
|
+2% |
|
-2% |
|
+USD 2
|
|
-USD 2
|
|
+USD 2/
|
|
-USD 2/
|
|
-R1/
|
|
+R1/
|
|
+0,5% |
|
Crude oil put options |
|
Rm |
|
|
|
|
|
|
|
|
|
(45 |
) |
55 |
|
|
|
|
|
|
|
Ethane swap options |
|
Rm |
|
|
|
|
|
329 |
|
(329 |
) |
|
|
|
|
|
|
|
|
|
|
Foreign exchange zero cost collars |
|
Rm |
|
(196 |
) |
209 |
|
|
|
|
|
|
|
|
|
2 172 |
|
(2 504 |
) |
|
|
Crude oil zero-cost collar |
|
Rm |
|
(12) |
|
14 |
|
|
|
|
|
(81 |
) |
72 |
|
|
|
|
|
|
|
Interest rate swap |
|
Rm |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
811 |
|
* A weakening of the Rand/US$ spot exchange rate of R0,44 will likely result in the spot price falling within the corridor of the cap and floor rates of the zero-cost collars. No gain or loss will be made if these derivatives are settled at a spot price between the cap and floor. The exchange rate would have to weaken by at least R0,44/US$, up to the cap of R17,77, before losses are incurred on the derivatives.
** Sensitivities on the downward shift has been limited by the low US$ Libor at 30 June 2020.
|
|
|
|
US$/Rand Spot price |
|
US$ Swap curve |
|
Rand Swap curve |
|
||||||
30 June 2020 |
|
|
|
+R1/US$ |
|
-R1/US$ |
|
+0,1% |
|
-0,1% |
|
+1,0% |
|
-1,0% |
|
Oxygen supply contract embedded derivative |
|
Rm |
|
(506 |
) |
506 |
|
117 |
|
(120 |
) |
(724 |
) |
860 |
|
The fair value of the embedded derivative financial instrument contained in a long-term oxygen supply contract to our Secunda Synfuels Operations is impacted by a number of observable and unobservable variables at valuation date. The sensitivities provided above reflect the impact on fair value as a result of movements in the significant input variables utilised for valuation purposes.
Accounting policies:
Derivative financial instruments and hedging activities
Financial liabilities are recognised on the transaction date when the group becomes a party to the contract and thus has a contractual obligation and are derecognised when these contractual obligations are discharged, cancelled or expired.
All derivative financial instruments are initially recognised at fair value and are subsequently stated at fair value at the reporting date. Attributable transaction costs are recognised in the income statement when incurred. Resulting gains or losses on derivative instruments, excluding designated and effective hedging instruments, are recognised in the income statement.
The group is exposed to market risks from changes in interest rates, foreign exchange rates and commodity prices. The group uses derivative instruments to hedge its exposure to these risks. To the extent that a derivative instrument has a maturity period of longer than one year, the fair value of these instruments will be reflected as a non-current asset or liability.
Where a derivative instrument is designated as a cash flow hedge of an asset, liability or highly probable forecast transaction that could affect the income statement, the effective part of any gain or loss arising on the derivative instrument is recognised as
other comprehensive income and is classified as a cash flow hedge accounting reserve until the underlying transaction occurs. The ineffective part of any gain or loss is recognised in the income statement. If the hedging instrument no longer meets the criteria for cash flow hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively.
If the forecast transaction results in the recognition of a non-financial asset or non-financial liability, the associated gain or loss is transferred from the cash flow hedge accounting reserve, as other comprehensive income, to the underlying asset or liability on the transaction date. If the forecast transaction is no longer expected to occur, then the cumulative balance in other comprehensive income is recognised immediately in the income statement as reclassification adjustments. Other cash flow hedge gains or losses are recognised in the income statement at the same time as the hedged transaction occurs.
When derivative instruments, including forward exchange contracts, are entered into as fair value hedges, no hedge accounting is applied. All gains and losses on fair value hedges are recognised in the income statement.
43.2 Fair value
Various valuation techniques and assumptions are utilised for the purpose of calculating fair value.
The group does not hold any financial instruments traded in an active market, except for the investment in listed equity instruments. Fair value is determined using valuation techniques as outlined below. Where possible, inputs are based on quoted prices and other market determined variables.
Fair value hierarchy
The following table is provided representing the assets and liabilities measured at fair value at reporting date, or for which fair value is disclosed at reporting date.
The calculation of fair value requires various inputs into the valuation methodologies used.
The source of the inputs used affects the reliability and accuracy of the valuations. Significant inputs have been classified into the hierarchical levels in line with IFRS 13, as shown below.
There have been no transfers between levels in the current year. Transfers between levels are considered to have occurred at the date of the event or change in circumstances.
Level 1 Quoted prices in active markets for identical assets or liabilities.
Level 2 Inputs other than quoted prices that are observable for the asset or liability (directly or indirectly).
Level 3 Inputs for the asset or liability that are unobservable.
43 Financial risk management and financial instruments continued
43.2 Fair value continued
Financial instrument |
|
Fair value
|
|
Fair value 30
|
|
Valuation method |
|
Significant inputs |
|
Fair value
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
Investments in listed securities |
|
498 |
|
830 |
|
Quoted market price for the same instrument |
|
Quoted market price for the same instrument |
|
Level 1 |
Investments in unlisted securities |
|
13 |
|
393 |
|
Discounted cash flow |
|
Forecasted earnings, capital expenditure and debt cash flows of the underlying business, based on the forecasted assumptions of inflation, exchange rates,
|
|
Level 3 |
Other long-term investments |
|
25 |
|
25 |
|
Discounted cash flow |
|
Market related interest rates. |
|
Level 3 |
|
|
1 390 |
|
|
** |
|
|
** |
|
Level 1 |
Long-term receivables |
|
5 799 |
|
5 582 |
|
Discounted cash flow |
|
Market related interest rates. |
|
Level 3 |
Derivative assets |
|
645 |
|
645 |
|
Forward rate
|
|
Forward exchange contracted rates, market foreign exchange rates, forward contract rates, market commodity prices, coal prices, crude oil prices |
|
Level 2 |
Trade and other receivables |
|
22 066 |
|
25 611 |
|
Discounted cash flow |
|
Market related interest rates. |
|
Level 3* |
Cash and cash equivalents |
|
34 739 |
|
15 877 |
** |
|
|
** |
|
Level 1** |
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
Listed long-term debt |
|
50 701 |
|
49 421 |
|
Quoted market price for the same instrument |
|
Quoted market price for the same instrument |
|
Level 1 |
Unlisted long-term debt |
|
109 724 |
|
91 777 |
|
Discounted cash flow |
|
Market related interest rates |
|
Level 3 |
Short-term debt and bank overdraft |
|
22 533 |
|
1 297 |
|
Discounted cash flow |
|
Market related interest rates |
|
Level 3* |
Derivative liabilities |
|
7 723 |
|
2 205 |
|
Discounted net cash flows, using a swap curve to infer the future floating cash flows, forward rate interpolator model, discounted expected cash flows, numerical approximation |
|
US$Overnight Indexed Swap (OIS) curve, recovery probabilities, forward exchange contracted rates, coal prices, market foreign exchange rates |
|
Level 2 |
|
|
2 168 |
|
|
|
Forward rate interpolator model, discounted expected cash flows, numerical approximation, as appropriate*** |
|
US PPI, US labour index, US Dollar and ZAR treasury curves, Rand zero swap discount rate*** |
|
Level 3*** |
Trade and other payables |
|
21 164 |
|
28 501 |
|
Discounted cash flow |
|
Market related interest rates |
|
Level 3* |
* The fair value of these instruments approximates their carrying value, due to their short-term nature.
** The carrying value of cash is considered to reflect its fair value.
*** Relates to the embedded derivative contained in the long-term oxygen supply contract to our Secunda Synfuels Operations. On initial application of IFRS 16 on 1 July 2019, the IAS 17 finance lease relating to the contract was derecognised as the arrangement did not meet the revised definition of a lease under IFRS 16, and an embedded derivative was recognised. The monthly payments consist of fixed fees which are denominated in USD and ZAR and increase in line with US and ZAR labour and inflation indices. This resulted in the presence of an embedded derivative in the arrangement, which has been separately recognised as a financial instrument measured at fair value through profit or loss. The initial impact of recognising the embedded derivative of R624 million was recognised directly in retained earnings while subsequent fair value adjustments of R1,6 billion were recognised in other operating expenses in the income statement.
REPORT OF THE REMUNERATION COMMITTEE KEY MESSAGES Feedback on the 2019 Remuneration Policy and Implementation Report The impact of business performance on leadership and remuneration Key remuneration decisions for 2020 and 2021 Dear stakeholder This report highlights key components of Sasols Remuneration Policy which we believe are aligned with the Groups strategy. It illustrates how the policy translated into reward outcomes in 2020 and where the Committee had to use its discretion to deviate from the policy. The Committee reviews the policy annually to ensure that it remains relevant and continuously enables the attraction, motivation and retention of skilled resources while maintaining a balance with the interests of our many stakeholders. In the past two years, I have engaged with a number of interested parties on Sasols Remuneration Policy and its implementation. This constructive dialogue has informed many decisions on remuneration. Some of these decisions were in the process of being implemented when the business was faced with additional challenges in the form of extreme market volatility as COVID-19 spread across the world. As Sasol started to feel the impact of high levels of debt related to the Lake Charles Chemicals Project (LCCP) in the US, it had to make many difficult decisions and had to do so swiftly. With no one able to forecast exactly how long it will take for the world to recover from the pandemic which together with the sharp decrease in the Brent crude oil price has had a significantly negative impact on Sasol in the last quarter specifically, we reconsidered our Remuneration Policy and reset it where appropriate. Non-binding advisory votes on the Remuneration Policy and Implementation Report 2019 2018 2017 83,37% 92,96% 78,53% Feedback on the Remuneration Policy and Implementation Report At our last annual general meeting, support for the Remuneration Policy increased from 78,53% to 83,37%. However, the Committee is disappointed that only 71,65% of shareholder votes were in favour of the 2019 Implementation Report. As we did not meet the 75% threshold of support, we embarked on a virtual roadshow to understand dissenting investors concerns. This was so that we could understand the reasons for votes against the Implementation Report, explain the context for the decisions that were taken, and ensure in the planning for the next year that we thoroughly consider the feedback from our investors to improve the level of support from our shareholders. 2019 2018 2017 71,65% 75,81% 89,84% Implementation Report Remuneration Policy
The following table categorises shareholder concerns in broad themes as well as our responses to these concerns both for the year under review as well as the next financial year: 2021: We will increase the weighting of environmental targets to 20% of the STI scorecard. Measures that directly relate to the reduction of carbon emissions over the next few years will be included in the STI and LTI plans Insufficient weighting on environmental targets and the exclusion of emission-reduction targets from our incentive plans The inclusion of core headline earnings rather than a measure over which management has more direct control 2020: The weighting attached to this target was reduced 2021: This target will be removed from the STI scorecard The weightings attached to the return on invested capital (ROIC) and the project delivery targets were too low 2020: The weightings for both targets were increased 2021: The weighting attached to ROIC will be further increased The threshold for relative total shareholder return (TSR) at the 40th percentile should be increased to the median of the comparator group 2020/21: The threshold for vesting to start will be the median TSR of the comparator group vs Sasol's TSR The peer group used for remuneration benchmarking is no longer relevant 2021: The peer group to be reviewed to include more South African mining companies and smaller energy and chemical companies in Europe and the USA Insufficient details provided regarding the setting of the cost reduction and volumes targets and the achievement thereof 2020: The volumes target was reviewed to only include volumes from key production facilities and the cost reduction target was reviewed both should aid the disclosure of performance against these targets 2021: Volumes produced will be changed to sales volumes and the cost reduction targets are aligned with the commitments made to shareholders regarding the strengthening of Sasols financial situation Unfortunately, we were not able to include more environmental targets other than energy efficiency and the measure for fires, explosions and releases (FERs) in our incentive plans for 2020. Sasol will publish a climate change roadmap within the first half of 2021. This will inform the inclusion of more environmental targets in our short-term and long-term incentive plans. We take seriously our responsibility to ensure safe and profitable operations with a reduced impact on the environment. Indeed, reducing our carbon footprint is a key reason for the revision of the Groups strategy in the year. We were encouraged by feedback that shareholders appreciated the detailed disclosures in our Remuneration Report, and that they supported the Boards decision to not pay short-term incentives to senior and executive management in respect of 2019 due to the cost and schedule overruns at the LCCP. In addition, from our recent engagements we gathered support for better alignment between our incentive plan targets and the Groups key priorities for 2021. The Committee ensured that the agreed separation packages were in line with market practice for executive separations. Both executives were placed on garden leave during the contractual six months notice period and we granted an additional two months employment on full salary to Mr Cornell to accommodate his school-going children before their repatriation to the US. We agreed a separation package equal to approximately 12 months' salary for Mr Cornell and Mr Nqwababa respectively. As the collapse in oil prices and weak economic activity due to the spread of COVID-19 exacerbated Sasols stretched balance sheet, our new CEO acted swiftly to put in place a comprehensive response plan to stabilise the business. With employee-related costs making up approximately 50% of our cash fixed costs, we needed to make difficult remuneration-related decisions as part of the self-help measures to manage balance sheet challenges. The impact of business performance on remuneration decisions The 2020 year commenced with the investigation into the overruns at the LCCP, which resulted in an almost three-month delay in the release of our 2019 financial results. The Board appointed Mr Fleetwood Grobler as the new President and Chief Executive Officer (CEO), Mr Vuyo Kahla as an Executive Director, Mr Marius Brand as Executive Vice President (EVP) for Group Technology and Mr Brad Griffith as EVP for the Chemicals Business. In October 2019, Mr Bongani Nqwababa and Mr Stephen Cornell, then Joint CEOs, agreed to an amicable mutual separation with the company. Effective 31 October 2019, Mr Nqwababa and Mr Cornell stepped down as Joint CEOs, and as executive directors of Sasol and its subsidiaries. As announced on 28 October 2019, the Board has identified neither misconduct nor incompetence on the part of the Joint CEOs. The Board mandated the Committee to agree on the separation terms for these two executives of which the details are disclosed in this report. In April, the Board approved the following measures as part of a comprehensive response plan: no short-term incentives for 2020, despite the fact that some of the targets had been met in respect of the targets set for 2020; immediate termination of all monetary recognition plans and employee support programmes; no salary increases for employees outside of collective bargaining units in October 2020; a headcount freeze on all permanent positions and a review of all non-permanent positions; a salary sacrifice of between 10% and 24% for 6 900 of our employees effective 1 May 2020 for a period of up to eight months which was suspended on 4 August due to the companys improved liquidity position; and the suspension of the employers contribution towards retirement funds for employees falling outside the collective bargaining structures, for a period up to eight months (subject to rule amendments being approved and this being a feasible lever in countries where we have operations). Following a review on 4 August 2020, the employer retirement fund contribution was reinstated due to the company's improved liquidity position. Our responses in 2020 and 2021 Shareholder concerns
Sasol Limited Group Report of the Remuneration Committee (continued) Future considerations Globally, there is an increased focus on pay gap reporting as many consider this to be a measure that promotes a fairer and more equal society. Many countries have made the disclosure of pay gaps and CEO pay ratios obligatory. The Committee has approved a methodology to track internal pay equity. Tracking pay ratios together with our commitment to ensuring at least a living wage to our employees, as well as many of our other human resources policies, form part of our commitment to social justice. The Board also agreed to a fee sacrifice of 20% on the NED Board and Committee fees for a period up to eight months. These decisions were not taken lightly, particularly as 4 000 of our senior employees had not received a short-term incentive the previous year despite the fact that many targets had been met, as well as the diminished value of long-term incentives. The Committee is grateful for the united support of employees during this extraordinarily challenging period and is concerned about the potential negative effect that these extreme measures could have on the retention of key employees. As a result, we are considering retention measures to prevent a potential exodus of scarce and critical skills. Aligned with market practice, the Committee further recommended to the Board a differentiated approach to minimum shareholding requirements for the President and CEO, the Chief Financial Officer and other executive directors. The annual LTI award to members of the GEC was postponed from the ordinary period following shortly after the disclosure of the annual financial statements, to March 2020. The Committee wanted to ensure that all matters addressed in the Board review were closed out before the annual LTI awards were made. The vesting of the entire award will be subject to performance and time vesting conditions. The short-term actions to ensure Sasols survival in 2020 are clearly not sustainable for the long term. As a result, the CEO announced a strategic reset and appointed a new leadership team to enable more focused portfolios, reducing the GEC by 25%. The revised strategy and new operating model will allow for a streamlined, more focused and efficient organisation that is sustainably profitable at oil prices of US$45/barrel and is able to withstand shock events. This will also have an impact on the workforce. Use of consultants During 2020, the Committee appointed Alvarez & Marsal Taxand UK LLP (A&M) as independent external advisors, the previous advisors to the Committee were AON. A&M is a UK-based firm that is a signatory to the UK Remuneration Consultants Code of Conduct, that provides the Committee with input on Remuneration Policy, advice on global trends and assists in decision-making on proposals made by management. The Committee was comfortable with the advisors' independence over the past year. In closing The Committee is committed to ensuring that Sasols Remuneration Policy and the implementation thereof is fair and responsible. There is no doubt that in the new year all of us will need to reset our expectations and look at reward-related matters in a different way. On behalf of the Committee, I would like to thank all our shareholders for your support, and trust that you will endorse our Remuneration Policy and Implementation Report at the next AGM. Mpho Nkeli Chairman of the Remuneration Committee 12 August 2020 2021 focus Over the next year, we will focus on: Reviewing our Remuneration Policy given the impact of the macroeconomic challenges on reward practices globally. This includes simplification of the short-term incentive plan design and the inclusion of incentive targets to support efforts to strengthen the financial situation, our pursuit of zero harm and the climate change roadmap. Review of the long-term incentive plan design and the inclusion of environmental targets. Reviewing the combination of LTI instruments to include restricted share units (RSUs). Reviewing the minimum shareholding requirements for executives. Reviewing the peer group we use for benchmarking purposes.
This first part of the report describes the roles and responsibilities of management at Sasol and provides an overview of Sasols remuneration philosophy and policy, as well as remuneration elements. For clarity, the following terms are used for reporting purposes: Remuneration Philosophy Sasols remuneration philosophy is to use internally equitable and externally competitive salary, benefits and incentive structures to attract, retain and motivate qualified, skilled and engaged employees to work towards achieving our group strategic objectives in a values-driven manner and create stakeholder value responsibly and sustainably. We strive to offer a balanced mix of remuneration programmes to all our employees benchmarked to the market median, linked to performance-based outcomes and applied competence. Executive remuneration has a strong relationship with shareholders interests. Entry-level salaries are determined by the company and negotiated through collective bargaining structures and further enhanced by value-added benefits aligned with our employee value proposition. In all sectors our minimum wage is higher than what is generally considered a living wage in the geography or location. The mix and flexibility of our remuneration options depend on the type of positions in our organisational structure as well as geographical practices. Appropriate approval processes are in place to prevent conflicts of interest and to mitigate any risks that may unintentionally result from our remuneration programmes. The Committee is empowered to intervene in exceptional circumstances when formulaic outcomes appear to be inappropriate and/or not aligned with business performance. No form of unfair discrimination will be tolerated, and salary differentials are substantiated through defensible principles included in our Remuneration Policy. Remuneration Policy Our Remuneration Policy is a crucial enabler of Sasols strategy. The objectives of our policy are sustainable high performance based on a values-driven organisational culture and aligning behaviour with the companys risk management framework. The policy is designed in such a way that it strives to provide competitive, market-aligned pay while balancing the need for cost containment. Additionally, the policy aligns top managements interests with stakeholders by promoting and measuring performance that drives long-term growth and sustainable value creation. Remuneration Committee governance Sasol complies with the relevant remuneration governance codes and statutes that apply in the various jurisdictions within which it operates. We apply recommended practices stated under Principle 14 of the King IV Code. The Committee is appointed by the Board to assist in ensuring that the Group remunerates its employees fairly, responsibly and transparently by implementing affordable, competitive and fair reward practices to promote the achievement of strategic objectives and positive outcomes in the short-, medium-and long-term. A copy of the Committees Terms of Reference as well as the Group Remuneration Policy is available on the Groups website. The President and CEO, the EVP: Human Resources and Corporate Affairs and the Vice President: Global Rewards attend meetings of the Committee by invitation. Members of the Group Executive Committee recuse themselves when their own remuneration is discussed. The Committee is supported by Mr David Tuch, A&M. The CEO tables the performance outcomes of all Prescribed Officers to the Committee to inform the award and vesting of annual increases and incentives. The Chairman of the Board tables the performance outcomes and proposed rewards for the Executive Directors at the Committee which recommends it to the Board. The Committee has used its discretion twice in the past year: to not award short-term incentives despite some of the targets being met, and the adjustment, for reasons of COVID-19, of the production volumes achievement in the long-term incentive vesting percentage for those LTIs that will vest in 2021. GEC CFO, other Directors President and and Prescribed RoleCEOOfficers Senior Vice President (SVP) Vice President (VP) Group Leadership Leadership Senior Management Description Number of permanent employees Enterprise-wide The GEC hasSVPs have global or end-VPs have regional Experienced accountability the ultimate to-end responsibility for anor sector-specific professional, for the Group,authority within operating model entity or responsibility for specialists and reporting to the the organisation group function. Positions ana portion of anexperienced tactical Board.to set the operating model entity or operating model leaders. Drives the strategy and function within the broadly entity or Group achievement of direction for the defined business direction. function. Contributes objectives through Group.Sets Group policy and to strategy specialisation or frameworks. Contributes formulation and then management of to the formulation of translates this into resources. organisation-wide strategies. tactical plans, policies and processes. 1 8 36 195 1 061
Sasol Limited Group Report of the Remuneration Committee (continued) Enabling the achievement of key strategic priorities Our Remuneration Policy sets the foundation for the development of fixed salary, variable pay plans and benefit structures that address our talent needs and enables the achievement of our strategy. Through our variable pay plans, we drive a high-performance culture where employees are encouraged to achieve targets set at an individual, Operating Model Entity (OME) and Group level. The Committee annually reviews the targets set for our short-term incentives (STIs) and long-term incentives (LTIs) to ensure that these are relevant and aligned with the business priorities. How we achieve policy objectives By linking the achievement of strategic priorities with remuneration outcomes What the policy aims to achieve Align management's interests with that of stakeholders To drive stakeholder value sustainably The following table provides an overview of the remuneration elements and strategic intent of each component. were aligned to the local market conditions employees falling outside the bargaining units. sacrifice effective 1 May 2020 for up to eight and 24% depending on the role category. companys improved liquidity position. effect from 1 October. Across the board individual performance implemented with effect from 1 July. Fixed pay Policy and strategic intent Fixed Pay Application Outcomes 2020 Base Salary, Basic Salary or Total Employees in countries other than South Guaranteed Package (TGP) depending on Africa and employees in the South African the location. bargaining sectors are paid a base salary Broad pay bands set with reference to rather than a TGP. location and sector median benchmarks In South Africa, the minimum wage paid that reflect the complexity and scale of to our employees in the different sectors our business to ensure that we attract is compared with the living wage for a and retain the talent required for family as provided by Trading Economics successful operations. to ensure that we pay a living wage to The Committee approves the cost our employees. of annual increases and considers Salaries are paid monthly to all market and economic data as well asemployees except for employees in the affordability when making this decision. United States and Canada who receive Mandates are provided for salary salary payments on a bi-weekly basis in increase negotiations with recognised line with local market practice. trade unions. Employees who are promoted are Strategic intent: considered for salary adjustments where Attraction and retention of key justified. employees Performance aligned annual increases Internal equity and external are processed for employees outside competitiveness the collective bargaining sectors with Recognition of competence and increases for other employees are An increased cost of 5,3% was approved for South African employees falling outside of the bargaining units and implemented on 1 October 2019. The total cost of increases for members of the Group Executive Committee was also within this approved cost. For our international jurisdictions, increases and closely aligned with the forecast market movement. No annual increases will be awarded in 2021 to 6 900 employees were asked to take a salary months; the sacrifice varied between 10% This sacrifice has contributed significantly to our cash conservation efforts resulting in the suspension on 4 August 2020 due to the
health plans, as well as additional insurance related. operations. we have employees located that participate objective and measured at Group and median. emissions and leaks or spills of hazardous to vary incentive outcomes as deemed safety, environmental sustainability and Short-term incentive (STI) Policy Short-term incentive (STI) Application Outcomes 2020 A single structure is applied globally Group, entity and individual performance and paid annually in September after targets are reviewed annually to ensure Committee approval. Most mining relevance, continuous improvement employees earn a production bonus and alignment with the Groups which is accrued bi-weekly, linked to Strategic objectives which include safe, safely produce against mining targets. sustainable performance. Target incentives align with market Sustainability is a key performance entity levels. In addition to the group The STI structure consists of Group, targets, the following objectives entity, and individual performanceare included in entity and individual targets set in advance of every financial STI scorecards as applicable: safe year. transportation of hazardous chemicals, The Committee can exercise its discretion occupational health measures, carbon appropriate, and based on affordability. materials. These measures balance operational performance criteria. Individual targets are agreed in the annual individual performance contracts, and performance against objectives is assessed bi-annually. As part of the self-help measures announced in March 2020, a decision was supported not to pay short-term incentives to any employee for 2020, despite performance targets being achieved on group, entity and individual level. This decision has reduced the cash fixed costs for the group by approximately R2,5bn. Benefits and allowances Policy and strategic intent Benefits and allowances Application Outcomes 2020 Benefits include, but are not limited Benefits are offered on retirement for to, membership of a retirement plan, reasons of sickness, disability or death. healthcare and risk cover to which The beneficiaries of employees who contributions are made by both the pass away while in service receive an company and the employee. additional insurance cover of which the Allowances are paid in terms of quantum depends on the retirement statutory compliance or as is applicable plan of which they were a member during in a sector/jurisdiction. service. A number of special allowances including Allowances are linked to roles within inter alia housing, cost of living, home specific locations and are paid together leave and child education are included in with salaries. Expatriate allowances and the groups expatriate policy. benefits are offered to protect quality of Strategic intent: life in the host country. Compliance with legislation Negotiated and contractual agreements Strengthening of the employee value proposition Sasol utilises different options to provide healthcare to employees and their families by means of medical insurance and/or public in countries where appropriate and market-All employees have healthcare cover in the event that they are infected by COVID-19. Special leave categories were introduced in 2020 to accommodate the lockdowns in the respective countries where we have a presence. No employees were asked to go on unpaid leave during lockdown periods or shutdown of Sasol confirms that, in all countries where in retirement funds, the governance of these funds meets all local fiduciary requirements. All Defined Benefit Fund liabilities are appropriately detailed in Sasols Statement of Financial Position. The employer contributions to retirement funds in the US and SA were suspended for a period of up to eight months starting 1 May 2020 to assist with cash flow. Following a review on 4 August 2020, the employer retirement fund contribution was reinstated due to the company's improved liquidity position.
Sasol Limited Group Report of the Remuneration Committee (continued) was achieved at 47% of target. Of these, 50% 2022. Participants who leave the service of retrenchment, by death, disability or ill-health, positions. The vesting period is three years for headcount management. A split vesting period the GEC was delayed to 4 March 2020 employees and scarce and critical review were closed out. The on-Long-Term Incentives Policy and strategic intent Long-Term Incentives Application Outcomes 2020 Equity-or cash-settled awards linked LTIs form an important part of our pay to the market value of a Sasol ordinary mix and annual target LTI awards are share (or American Depository Receipts annually reviewed to ensure market (ADR) for the international employees), competitiveness. subject to vesting conditions for The equity-or cash-settled LTI plans participants. give participants the opportunity, The Committee governs LTI awards and subject to vesting conditions, to receive considers these in respect of :Sasol ordinary shares or ADRs or the Internal promotions to qualifying roles equivalent cash value of share linked LTI and external appointments awards. Participants have the option to sell or retain the shares after the vesting Annual awards to eligible employees; period. Executive directors are required and to retain vested shares until minimum Ad hoc discretionary awards shareholding requirements have been Awards are linked to the role complexity met. and individual performance, and vesting The Committee annually considers the is subject to service and additionally corporate performance targets and corporate performance targets for the vesting of the 2020 LTI awards are participants in leadership, senior subject to the following targets: leadership and top management Return on Invested Capital Total shareholders return participants in leadership and senior Increase in production volumes over of three and five years applies to In 2020, the annual LTI award was participants in group leadership and top granted to participants excluding management. members of the GEC, on 29 October Strategic intent: 2019. Alignment with group performance The annual LTI award for members of Attraction and retention of senior until all matters raised in the Board skills appointment awards for the President Alignment with shareholders' long and CEO as well as the newly appointed term interests and experience EVPs were also made on this date. 100% of LTIs awarded to members of the GEC are subject to the achievement of corporate performance targets. The Committee assessed that overall performance of the LTI awards made in 2016 vested and were delivered to the Executives in the form of equity or cash with the remaining 50% due to vest after a further two years in the group for reasons other than retirement, or for any other reason approved by the Committee, will forfeit the awards not vested or of which all performance and time conditions have not been met.
Risk management Remuneration risk is viewed in accordance with the terms of reference of the Committee. In the normal course of business, Sasol aligns remuneration decisions with strategic business objectives. The Remuneration Committee ensures effective risk management oversight in relation to material risks within the Committees scope and will exercise its discretion within the Groups overall risk framework. Maximum vesting opportunities exist through the design of our STI and LTI plans. Our LTI plan design ensures that top managements awards are subject to split vesting of 50% after three years and the balance after five years. We have a Clawback and malus policy in place. All exceptions are approved by the Committee and by the Board in the case of Executive Directors. Executives do not approve their own benefits or remuneration. All incentive plans and the remuneration mix are reviewed annually. The remuneration policy is transparent to all stakeholders.
Sasol Limited Group Report of the Remuneration Committee (continued) Details of key remuneration components The use and application of remuneration benchmarks We use benchmark data from the approved peer group for purposes of developing pay bands and incentive plans as well as for the comparison of employee benefits. One of the Committees key tasks is to preserve the relevance, integrity and consistency of benchmarking. Management also consults survey reports from various large remuneration firms. For members of the GEC as well as for the setting of Non-Executive Director (NED) fees, a peer group of companies with a similar geographic footprint, operating model and market capitalisation is selected. This peer group will be reviewed for application in 2021. For the rest of our employees, we acquire local surveys from reputable companies to ensure locally suitable and appropriate salary bands. Base salary/total guaranteed package (TGP) and benefits South African employees who are not covered by collective bargaining agreements receive a TGP which includes employer contributions towards retirement, risk and healthcare benefits. In terms of this model, all changes to benefit contribution levels are cost neutral to the employer. Increases in the benefit pricing of employee and employer contributions reduce the net cash salary of employees. All other employees receive a basic salary. In some jurisdictions, a thirteenth cheque is payable. Performance-based increases are not applied for the South African collective bargaining sectors as across-the-board increases are applied with effect from 1 July every year. In all other jurisdictions, annual increases are distributed with reference to merit and the positioning in the pay band. Outside of South Africa, annual salary increases are also negotiated with trade unions and works councils in the US, Germany and Italy. In the South African mining sector, 2020 was the final year of a three-year wage increase agreement for Sasol. The revised minimum monthly salary translates to an annual minimum total guaranteed package excluding incentives and overtime, of R221 146 or R18 429 per month. Short-term incentive plan (STI) The configuration and weightings attached to the different parts of the STI formula differ to the extent that employees can influence the achievement of performance objectives either directly or indirectly as indicated in the diagram: Group performance factor (0% to 150%) Performance measured against financial and non-financial drivers STI Target % Derived from benchmarking positions of similar complexity in the comparator group Group performance factor (0% 150% or 80% 120% depending on level) Performance measured against financial and non-financial drivers OME Score (0% to 100%) STI Target % Derived from benchmarking positions of similar complexity in the comparator group Performance measured Assessment of individual performance against financial and non-financial drivers for the specific OME *The IPF must balance at 100% across the organisation. Sasol offers eligible employees in middle management, senior management and top management the opportunity to participate in an LTI plan to enhance retention over the long term and align these participants interests with that of our stakeholders. LTIs form an important part of our pay mix. Individual portfolio performance factor (0% to 150%)* against project milestones, individual and individual targets Employees below the GEC Individual portfolio performance factor (0% to 150%)* Assessment of individual performance against project milestones, individual and OME targets Members of the GEC
Equity-settled LTI plan The equity-settled LTI plan gives participating employees the opportunity, subject to the vesting conditions, to receive Sasol ordinary shares or American Depository Receipts (ADRs). Participants have the option to sell or retain the shares after the vesting period. A split vesting period applies to top management, where 50% of the award vests subject to the achievement of corporate performance targets (CPTs) after three years from the date of grant (performance period). The balance is released to the participant after a five-year period, subject to the vesting conditions. Accelerated vesting principles in cases of termination for good leavers do not apply to top management. A service penalty is applied for all participants whose services are terminated under good leaver conditions. Cash-settled LTI plan In regions where we do not offer an equity-settled award due to legislative restrictions or logistical reasons or where we choose not to make an equity-settled award, eligible employees may participate in a cash-settled LTI plan with the same conditions that are applicable to equity instruments, except that they are settled with cash. Pay mix minimum, on-target, and maximum performance for executive management The threshold, target and maximum reward outcomes under the terms of the 2020 policy are indicated in the following graph: CEO CEO CEO CFO CFO CFO GEC GEC GEC The graphs indicate that a substantial portion of the reward mix is from incentives that only vest or are paid out subject to the achievement of rigorous targets and at the approval of the Committee. For 2019 and 2020, no short-term incentive was paid out despite some of the targets having been met which has substantially reduced the reward pay-out. The pay mix is reviewed annually. Retention and sign-on payments The sign-on payment and retention policy may be used in the recruitment of candidates in specialised or scarce skill positions, or to retain critical skills, mostly in senior levels. Sign-on payments are (usually) used to compensate joiners for the loss of incentive payments from their previous employer. Cash retention payments are linked to retention periods of at least two years. Retention shares are granted under the LTI plan. As a % of fixed pay 800 600 400 200 0 Threshold Target MaxThreshold Target MaxThreshold Target Max TGPSTILTI *Only TGP will be paid in the event of Below Threshold performance. 400 300 220 200 259 150 203 110 169 115 90 75 100 100 100 100 100 100 100 100 100
Sasol Limited Group Report of the Remuneration Committee (continued) Minimum shareholding requirements On 1 November 2019, Mr VD Kahla was appointed as Executive Director and was replaced as Company Secretary for Sasol Limited by Ms MML Mokoka. The Committee recommended to the Board that the share ownership requirement for the positions of President and Chief Executive Officer, the Chief Financial Officer and other Executive Directors, be differentiated, and approved the following requirements: The requirement must typically be achieved within five years from the date of appointment unless otherwise agreed by the Board. Due to the extended voluntary closed period that the Group was in during 2020, it was agreed that for Mr VD Kahla, the five-year period will only start once the closed period lifts in 2021. The Board has further considered that due to the low levels of achievement against the CPTs over the past five years in particular, that the five-year period for Mr P Victor, be extended. In the meantime, the Board expects that all after-tax vested shares from previously granted LTI awards be retained until the minimum shareholding requirement has been met. Executive service contracts The President and Chief Executive Officer is appointed on a three-year contract which can be extended by 12 months if mutually agreed. Members of the Group Executive Committee have permanent employment contracts with notice periods of three to six months. The contracts provide for salary and benefits as well as participation in incentive plans on the basis of Group and individual performance as approved by the Board. Executive Vice Presidents who are members of the South African Sasol Pension Fund are required to retire from the Group and as Directors of the Board at the age of 60, unless they are requested by the Board to extend their term. Perquisites available to the members of the GEC are disclosed in the implementation report. President and Chief Executive Officer: 300% of annual pensionable remuneration Chief Financial Officer: 200% of annual pensionable remuneration Other Executive Directors: 100% of annual pensionable remuneration
Termination arrangements applicable to GEC The following table sets out the guideline followed by the Committee when executive separations are considered. Expatriate benefits are determined by the Sasol long-term assignment policy. not worked during the performance period. No Remuneration policy Voluntary termination component i.e. resignation Involuntary termination i.e. retrenchment, redundancy, retirement or other reasons included under the definition of good leaver Base salary Payable up to the last day of service including the Payable up to the last day of service including a notice period either in exchange for service or in three-to six-month notice period. lieu of the notice period. Health insurance Benefit continues up to the last day of service. Benefit continues up to the last day of service; employees who qualify for post-retirement subsidy continue to receive the employers contribution. Retirement and risk plans Employer contributions are paid up to the last day of service. The employee is entitled to the full value of the investment fund credit and any returns thereon. Other benefits Not applicable. A severance package equal to three weeks' salary per completed year of service is offered which may be increased for voluntary retrenchments or mutually agreed terminations. Short-term incentive The executive resigns on or after 30 June, there is A pro-rata incentive may be considered for the an entitlement for consideration of the STI which period in service during the financial year subject to may be applicable for the past financial year, the meeting of performance targets. subject to the achievement of performance targets. No pro-rata incentive is due if the executive leaves prior to the end of the financial year for reasons of dismissal, resignation or mutual separation. Long-term incentive All vested Share Appreciation Rights (SARs) to be The original vesting period remains unchanged exercised by the last date of service. All unvested up to the normal date of retirement and then LTIs are forfeited. vests subject to the achievement of CPTs as well as application of a service penalty for the period accelerated vesting applies to long-term incentives but a service penalty will be applied at the end of the vesting period. No pro-rata awards are made.
Sasol Limited Group Report of the Remuneration Committee (continued) The following shows the alignment between the Group's key priorities, the targets set for 2020 STI and LTI awards, and the KPIs aligned with the Group key priorities for 2021 2020 Group Strategic Priorities 2020 Incentive Targets Pursue Zero harm and an efficient workforce we increase timely project completion measure of the value delivered to peers, and combines both the share indicate total value to shareholders Long-Term Incentives Short-Term Incentives Our incentive targets align with the following group priorities: Nurture foundation business Sustainable growth and future investment Resilient organisation Drive customer, operational and capital excellence Through production improvements earnings for our shareholders ROIC reflects an earnings return measure in respect of capital investments effective capital allocation and driving Total Shareholder Return (TSR) is a shareholders over time relative to price appreciation and dividends paid to STI targets for 2020: STI Targets Cost efficiency to support continuous improvement Growth in core headline earnings Growth in production volumes Project Delivery Schedule Costs compared to approved budget Safety and Environment High Severity Injuries Fires, explosions and releases (FERs) Energy efficiency Index B-BBEE (applicable to SA entities only) Preferential procurement Employment equity A penalty of 3 percentage points per fatality is deducted from the final score. Application of LTI targets is over a period of three years (1 July 2019 30 June 2022) with 50% of the awards vesting after three years and 50% vesting after five years. LTI Targets Growth in Production volumes/headcount (30%) Return on Invested Capital (excluding AUC) split as follows Rest of Sasol: ROIC (excl. AUC) (20%) US business: ROIC (excl. AUC) (10%) TSR vs MSCI World energy Index (20%) TSR vs MSCI Chemicals Index (20%) The above corporate performance targets are applicable to GEC, SVP and VPs and the performance will be assessed at the end of 2023.
2021 Key Performance Indicators 2021 Group Strategic Priorities Sasol roadmap and achievement of our Our 2021 incentive targets will enable the following group priorities: Pursue zero harm Strengthen financial position Deliver LCCP Advance sustainability Transition to Future Sasol Our long-term incentive targets will align with the longer term priorities of Sasol which include achievement of our longer term targets under the Future aspirations to reduce our carbon footprint aligned with the Emissions Reduction Roadmap and our second Climate Change Report. For 2021, key performance indicators in the Short-Term Incentive plan will include the following: Achievement of key milestones towards realising Future Sasol Sales volumes Reduction in cash fixed costs Reduction in capital expenditure Asset disposals Improved net working capital Environmental targets Safety Our 2021 Long-term incentive targets will consist of: Environmental targets Total shareholders return Return on invested capital
Sasol Limited Group Report of the Remuneration Committee (continued) Non-Executive Director fees Non-Executive Directors (NEDs) are appointed to the Sasol Limited Board based on their competencies as well as insight and experience appropriate to assist the Group in setting the strategy and assessing performance against key priorities. Consequently, fees are set at levels to attract and retain the calibre of directors necessary to contribute to a highly effective board. They do not receive short-term incentives, nor do they participate in long-term incentive plans. No arrangement exists for compensation in respect of loss of office. NEDs are paid a fixed annual fee in respect of their Board membership, as well as supplementary fees for Committee membership and an additional Committee fee for special purpose Committees of the Board. Actual fees and the fee structure are reviewed annually. A travel allowance, approved by shareholders, is payable for international travel but will only be implemented in 2021 to the extent that NEDs will be required to travel internationally. In 2018, following consultations with our large institutional investors, the Committee proposed a single currency fee structure which was approved at the 2018 November AGM. The new structure has been phased in for our resident NEDs. The Board agreed to defer the last adjustment to the new fee structure by one year to 1 July 2021. Where current NEDs fees are higher than the new single currency fee structure, their fees are kept unchanged. Following the outbreak of COVID-19 across the world, NEDs volunteered fee sacrifices of between 20% and 40% in support of our cash conservation efforts effective from April 2020. No increase in fees will be requested at the November 2020 AGM. Annual Non-Executive Directors fees: 2020 Fees incl. VAT with effect from 16 November 20182, 3 1. Chairman of the Board fee, inclusive of all fees payable for attendance or membership of Board Committees and directorship of the company. 2. Fees including VAT are being phased in over a period of two to three years with effect from 16 November 2018. 3. For the fee structure applicable from 16 November 2018 for non-resident Non-Executive Directors, the following rules apply: where the total prior year fees inclusive of VAT (on a like-for-like basis), are higher that the new structure, the previous fee will be retained to ensure that the Non-Executive Director is not financially worse off with the implementation of the new fee structure. 4. Travel allowance implemented with effect from 2021 as appropriate, when international travel is required. Chairman1Member Rate Board Audit Committee Remuneration Committee Capital Investment Committee Digital, IM and Hedging Committee Nomination and Governance Committee Safety, Social and Ethics Committee Lead Independent Director Travel allowance Less than 10 hours travel4 Travel allowance Between 10 and 15 hours travel4 Travel allowance More than 15 hours travel4 Special purpose Ad hoc Committee meetings $445 000 $150 000 $25 000 $20 000 $20 000 $12 000 $16 000 $11 000 $16 000 $11 000 $16 000 $11 000 $16 000 $11 000 $40 000 $5 000 $10 000 $15 000 $2 000 $2 000 Annual Annual Annual Annual Annual Annual Annual Annual Once off payable per cycle Once off payable per cycle Once off payable per cycle Per meeting
Implementation report The section that follows provides an overview of the implementation of the remuneration policy. It also sets out the relationship between company performance and Executive Directors and Prescribed Officers remuneration outcomes against incentive plan targets as well as progress against minimum shareholding requirements. The report also details the remuneration paid to the former Joint-CEOs in terms of the mutual separation agreements concluded. The tables in this section provide information on all amounts received or receivable by members of the GEC (including the current President and CEO and the former Joint CEOs and Presidents, other Directors and Prescribed Officers). The structure of the implementation report, is as follows: f the group performance factor for 2020 as well as an overview of performance the past three financial years for the CPTs set for the LTIs that are due to vest in 2021, as at 30 June 2020 of the performance against the CPTs set for the past financial years and benefits paid disclosed in terms of the single total figure methodology holdings minimum shareholding requirements benefits paid disclosed in terms of the single total figure methodology gs benefits paid or payable disclosed in terms of the single total figure methodology holdings 0 Fees paid over for 202 Directors Former Joint CEOs Remuneration and and Outstanding LTI Presidents Prescribed Remuneration and Officers Outstanding LTI holdin Executive Remuneration and Outstanding LTI Directors Progress against Resultant outcomes o against targets for General Resultant outcomes as well as an overview unvested LTIs
Sasol Limited Group Report of the Remuneration Committee (continued) The remuneration policy includes the details of the STI and LTI plan, and any value derived from these are tied to value creation in different forms. The following table provides the outcomes against the 2020 group performance targets that were set for the STI plan: achieve the schedule remained approved year-on-year achieved preferential African and opportunities targeted groups + internal 1. The cost of STIs not paid, added back to ensure a consistent baseline for 2020. 2. Penalty applied for fatalities of 3 percentage points per fatality deducted from the final score. 3. Key Production plants: SA Secunda tonnes-Synfuels total SA Sasolburg Wax Basket Lake Charles ethylene EU Brunsbüttel gross Ziegler alcohol EU Marl Gross ethylene oxide EU Italy OXO alcohols For comparative purposes the following table sets out the Groups performance on a weighted basis against STI targets for the previous two years. KPI Key Performance IndicatorUnit of Measure Weightings: Threshold GEC(Rating = 0%) Target (Rating = Stretch 100%) (Rating = 150%) Weighted Achievement Achievement FINANCIAL 60% YoY Increase in Cost efficiency to Cash Fixed Costs support Continuous excl LCCP Improvement1(Foundation business) 20% FY19 CFC + 6,5% FY19 CFC + 5,5% FY19 CFC + 5% Increased by 0% 30% YoY Growth in Core % Core Headline Headline Earnings1Earnings growth 25% FY20 Core Headline Earnings = FY19 FY19 + 2% FY19 + 4% Decreased by 38% 0% YoY growth in Volume Production Volumes growth in fuel of key productionequivalent tons plants3 15% 2% below target production volumes for key plants On target production volumes for key plants 1% above target production volumes for key plants Decreased by 5% 0% PROJECTS 15% Project delivery% on time and budget delivery Schedule: 7.5% Cost: 7.5% LCCP: Delivery of Ethane Cracker and/or derivative units 30 calendar days late (on May 2019 market guidance) $12,9bn LCCP: Delivery of Ethane Cracker and/or derivative units within May 2019 market guidance $12,6bn LCCP: Delivery of Ethane Cracker and/or derivative units 30 calendar days early (on May 2019 market guidance) $12,5bn Did not committed but costs within budget 3% ESG MEASURES 25% Safety and Environment High severity injuries 5% 0%: > 6 category 2 and 3 injuries 100% = 4 category 2 and 3 injuries 150%: < 2 category 2 and 3 injuries 6 Fatalities2 3 HSIs 6% Significant FERs 5% > 18 FERs 16 FERs < 14 FERs 23 FERs 0% Energy Efficiency Index (SA Ops) 5% Consolidated Improvement from FY19 to FY20 > 0% Consolidated Improvement from FY19 to FY20 = 1% Consolidated Improvement from FY19 to FY20 = 1,5% 0.2% energy improvement 1% B-BBEE (Group) Preferential Procurement (PP) 5% Preferential Procurement: 21.63 out of 27 on PP scorecard Preferential Procurement: 22.63 out of 27 on PP scorecard Preferential Procurement: 23.63 out of 27 on PP scorecard Over-against the procurement target but under-achieved against the employment equity target due to employment and promotion freeze 6% Placement of Coloured Males and Females in Specialisation and higher (external promotions) 5% 50% of all opportunities employed in the targeted groups 70% of all opportunities employed in the targeted groups 80% of all employed in the Safety adjustment penalty for fatalities (18%) Final score 100% 28%
Outcomes against the corporate performance targets (CPTs) which were linked to the 2018 Long-Term Incentive awards, which are due to vest in 2021. The vesting percentage is determined by the Groups performance against CPTs over the period 1 July 2017 to 30 June 2020. th of the Index th of the Index Achievement On the basis of the scoring in the above table, the FY17 LTI awards to vest in FY20 are: 1. In respect of LTIs issued to members of the group executive committee including the executive directors @ 26% of which 50% will be released (100% of the award linked to CPTs). 2. In respect of LTIs issued to SVPs and lower @ 56% (60% of the award linked to CPTs). 3. AUC = Assets under construction. 4. Increase in Tons produced/headcount adjusted from 15 666kt to 16 552kt to accommodate the requested reduction in production due to COVID-19. The following table sets out the outstanding unvested LTI awards that are in issue (where performance has not yet been assessed) as well as the weightings linked to the respective CPTs. Outstanding unvested LTI awards 0% to 200%1 2019 2022 to 2024 25% 25% 25% 25% 40% to 160%2 2020 2023 to 2025 0% to 200%3, 4, 5, 6 30% 30% 20% 20% 1. All members of the group executive committee including executive directors: 100% of the award subject to the achievement of CPTs. 2. In 2019, 60% of the award to participants below GEC is subject to the achievement of CPTs. 3. CEO and President, CFO, EVPs: 100% linked to the achievement of CPTs. 4. SVPs: 50% linked to the achievement of CPTs. 5. VPs: 30% linked to the achievement of CPTs. 6. All other participants subject to time-based vesting criteria. The vesting of LTIs awarded during 2020, are subject to the achievement of the following CPTs. The percentage of LTIs tied to these CPTs depends on the position of the participant. 100% of GEC LTI awards vest subject to achievement of these CPTs. 2020 LTI Corporate Performance Targets (CPTs) Increase in tons produced/headcount 2% compound improvement on baseline 30% Rest of Sasol ROIC (excl.AUC) @WACC +1% = 14,5% per annum 20% Return on Invested Capital (ROIC) US: ROIC (excl.AUC) @ US WACC + 0,5% = 8,5% per annum 10% TSR MSCI World Energy Index 60th percentile of the Index 20% TSR MSCI Chemicals Index 60th percentile of the Index 20% Measure Target (100%) Weighting Financial year of allocation TSR vs MSCITSR vs MSCI Vesting year Return on Increase in tons World Chemicals World Energy (financial year) Vesting range invested capital produced/head index Index Measure Threshold Target StretchWeighted Weighting (0%) (100%) (200%) Achievementachievement Increase in Tons0% improvement1% improvement2% improvement1 % Growth produced/headcount4 25%on baseon baseon baseyear on year 3 year average3 year average3 year average Return on Invested ROIC (excl AUC3)ROIC (excl AUC3)ROIC (excl AUC3)8%, 3 year Capital (ROIC)25%at 1 x times at 1,3 times at 1,5 times average WACC (hurdle) WACC WACC TSR MSCI World Below the 60th percentile 75th percentile Below Energy Index25%40 percentile of the Indexof the Indexthreshold TSR MSCI ChemicalsBelow the 60th percentile 75th percentile Below Index25%40 percentile of the Indexof the Indexthreshold 26% 0% 0% 0% 0% 200% range1 = 26% 40% 160% range2 = 56% Period Preferential procurement Growth Growth in and in headlineProduction cash fixed Cost-Project Safety and employment earnings volumescosts efficiencydeliveryenviromentequity Total 201945,0% 0,0% 0,0% 0,0% 0,0% 12,5%8,2% 20180,0% 13,5%18,2%3,7%5,0% 15,1%7,5% 66% 63%
Sasol Limited Group Report of the Remuneration Committee (continued) The following section provides information on how the reward outcomes were determined for Executive Directors: Executive Directors: a. Remuneration and benefits approved and paid in respect of 2020 for Executive Directors FR Grobler3 ,4, 5 (CEO and President) P Victor6, 8 (CFO) VD Kahla7, 8 (Executive Director) 1. No STI payment was approved for 2020. 2. Long-term incentives for 2020 represent the award made on 22 September 2017. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved (26%) x closing share price on 12 August 2020. The actual vesting date for the annual awards is 22 September 2020; subject to the company being in an open period. Dividend equivalents accrue at the end of the vesting period, to the extent that the LTIs vest. 50% of the vested LTIs and accrued dividends will be released on 22 September 2020 and the balance in September 2022, subject to the rules of the LTI plan. As there are no further performance conditions attached to the balance of the 50%, the full amount is disclosed in the single figure table. 3. Mr Grobler was appointed as CEO and President effective 1 November 2019. 4. Mr Grobler agreed to a voluntary contribution of 30% of his salary to the South Africa Solidarity Fund with effect from 1 May 2020 until 31 July 2020. 5. Other benefits for Mr Grobler relate to his period as an expatriate and include accommodation (R331 152), utilities (R9 677), home leave allowance (R250 169), relocation expenses (R463 663), subsidised business transport (R3 699), tax consulting fees (R73 319), employer contributions to German statutory funds (R8 074) and tax on expatriate benefits (R1 036 479). 6. Other benefits for Mr Victor include meals on premises (R6 750) and subsidised business transport (R24 455). 7. Mr Kahla was appointed as an Executive Director with effect from 1 November 2019. 8. Messrs Victor and Kahla have voluntarily agreed to a salary sacrifice of 20% with effect from 1 May 2020 to assist with the Sasol self-help measures announced in March 2020. This is in addition to the suspension of employer contributions to the pension fund. b. Unvested LTI holdings (number): 1. LTIs granted on 4 March 2020. 2. 50% of the award that vests in 2020 is still subject to a continued employment period of two years. 3. Mr Grobler was appointed as the CEO and President with effect from 1 November 2019. 4. Mr Kahla was appointed as Executive Director with effect from 1 November 2019. c. Unvested LTI holdings (intrinsic value): LTIs settled6 Directors of year4, 5 FR Grobler2 P Victor VD Kahla3 R32 807 R18 545 R11 826 R8 126 (R14 269) (R18 590) (R11 887) (R2 721) (R6 803) (R2 721) R327 R817 R327 (R1 533) (R3 832) (R1 533) R17 660 R18 693 R18 009 R16 225 R11 005 1. LTIs granted on 4 March 2020. 2. Mr Grobler was appointed as the CEO and President with effect from 1 November 2019. 3. Mr Kahla was appointed as Executive Director with effect from 1 November 2019. 4. Intrinsic values at the beginning and end of the year have been determined using the closing price of: 30 June 2020 R132,20 30 June 2019 R350,21 5. Change in intrinsic value for the year results from changes in share price. 6. Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2019 that was settled in the 2020 financial year. Difference between the long-term incentive gains disclosed in 2019 and the amount settled in 2020 is due to difference in actual share price at vesting date and the share price at date of disclosure. Executive Directors Intrinsic cumulative Intrinsic value Effect of value at of awards Change in corporate beginning made during intrinsic value performance Dividend of year4, 5 the year1for the year5targets equivalents 000 000 000 000 000 Effect of Intrinsic changes in cumulative Executive value at end 000 000 000 Executive Directors Cumulative Effect of balance at the corporate beginning Granted performance Dividend of the year in 20201targets equivalents Effect of Cumulative Long-term changes in balance at incentives Executive the end settled2 Directorsof the year FR Grobler3 P Victor 93 671 VD Kahla4 99 569 63 497 43 628 (9 542)1 146(5 375) 50 424 136 222 (23 856) 2 866 (13 438) 122 740 (9 542)1 146 (5 375)53 38983 246 Total 93 671 206 694 (42 940) 5 158(24 188)103 813342 208 Executive Directors 2020 R000 2019 R000 2020 R000 2019 R000 2020 R000 2019 R000 Salary Risk and Retirement funding Vehicle benefit Healthcare Vehicle insurance fringe benefit Security benefits Other benefits 7 114 501 57 130 4 2 176 6 678 919 100 100 6 31 4 655 2 686 100 94 6 7 4 143 428 68 4 484 1 Total salary and benefits 9 982 7 834 7 548 5 128 Annual short-term incentive1 Long-term incentive gains2 725 1 143 6 880 789 Total annual remuneration 10 707 8 977 14 428 5 917
d. Share appreciation right holding outstanding (vested but unexercised)3 FR Grobler 35 413 35 413 Total 35 413 35 413 e. Fair Value of share appreciation right holdings (vested but unexercised)3 FR Grobler (1 573) 1 947 374 Total (1 573) 1 947 374 1. Fair values at the beginning and end of year have been determined using the IFRS 2 option values on 30 June 2019 and 30 June 2020. 2. Change in intrinsic value for the year results from changes in the share price. 3. No further awards have been made since 2015. f. Progress against minimum shareholding requirement (MSR): Unvested awards subject to continued employment only until 2021/2022 (excluding accrued dividend equivalents2) FR Grobler P Victor VD Kahla R22 050 000 R8 680 000 R5 098 706 2024 2021 2025 R5 887 153 R3 000 034 R0 R611 221 R498 078 R708 168 R6 498 374 R3 498 112 R708 168 29% 40% 14% 4 230 10 575 4 230 1 933 3 047 2 105 6 163 13 622 6 335 R814 749 R1 800 828 R837 487 1. Beneficial shareholding balance as at 30 June 2020 valued at the acquisition price at vesting date. 2. Corporate performance conditions have been applied, the shares are subject to continued employment. This table excludes LTIs to vest in 2022 and 2023 that are subject to CPTs. 3. Value at closing price on 30 June 2020 (R132,20). The following section provides information on how the reward outcomes were determined for the Prescribed Officers: Prescribed Officers a. Remuneration and benefits approved and paid in respect of 2020 for Prescribed Officers Mr Grobler was on an expatriate assignment from South Africa to Germany and earned his salary in Euro for the period 1 July 2019 to 31 October 2019. Mr Harris is on an expatriate assignment from the UK to South Africa and earns his salary in British pounds sterling. The salary lines for expatriates include the cost of tax equalisation and additionally reflect the depreciation of the South African currency against the currency of payment. HC Brand4 BV Griffith5, 6 FR Grobler7, 8 JR Harris9 Prescribed Officers 2020 R000 2019 R000 2020 R000 2019 R000 2020 R000 2019 R000 2020 R000 2019 R000 Salary3 Risk and Retirement funding Vehicle benefit Healthcare Vehicle insurance fringe benefit Security benefit Other benefits 2 789 1 770 234 89 6 502 766 224 58 22 2 188 4 804 279 218 268 3 113 295 77 64 2 552 8 391 823 228 195 6 2 037 9 831 516 319 223 12 2 622 9 458 462 254 195 14 2 180 Total salary and benefits 5 390 1 260 5 569 4 103 11 680 13 523 12 563 Annual short-term incentive1 Long-term incentive gains2 709 3 028 811 2 752 764 Total annual remuneration 6 099 4 288 6 380 4 103 14 432 14 287 12 563 Beneficial Shareholding Total Beneficial number Pre-tax shareholdingof vested value of valueNumberNumbersharesvested MinimumBeneficial Post tax (includingof sharesof sharessubject shares subject ShareholdingMSRshare-vesting September to vest to vest only to only to Requirement Achievementholding September 2020 post% MSR 26 September 22 Septembercontinuedcontinued (MSR) period (CY) 30 June 2020120203tax vesting) Achieved20212022employment employment3 Executive Directors Gain on exercise Effect of Fair value at of share Change in change in beginning appreciationfair value Executive Fair value of year1rightsfor the year2 Directors at end of year R'000R'000R'000R'000 R'000 Executive Directors Balance at Effect of beginningSARschange in Balance at of year exercised Executive end of year (number)(number)Directors(number)
Sasol Limited Group Report of the Remuneration Committee (continued) a. Remuneration and benefits approved and paid in respect of 2020 for Prescribed Officers (continued) VD Kahla10 BE Klingenberg CK Mokoena11 M Radebe12 SJ Schoeman13, 14 2019 R000 Prescribed Officers Salary Risk and Retirement funding Vehicle benefit Healthcare Vehicle insurance fringe benefit Security benefit Other benefits 9 533 585 264 283 6 4 103 Total salary and benefits 14 774 Annual short-term incentive Long-term incentive gains 2 752 Total annual remuneration 17 526 1. 2. No STI payment was approved for 2020. Long-term incentives for 2020 represent the award made on 22 September 2017. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved (GEC:26%; SVP:56%) x closing share price on 12 August 2020. The actual vesting date for the annual awards is 22 September 2020 subject to the company being in an open period. Dividend equivalents accrue at the end of the vesting period, to the extent that the LTIs vest. 50% of the vested LTIs and accrued dividends will be released on 22 September 2020 and the balance in September 2022, subject to the rules of the LTI plan. As there are no further performance conditions attached to the balance of the 50%, the full amount is disclosed in the single figure table. Prescribed Officers have voluntarily agreed to a salary sacrifice of at least 20% with effect from 1 May 2020 to assist with the company self-help measures announced in March 2020. This is in addition to the suspension of employer contributions to the pension fund. Mr Brand was appointed as the Acting EVP: Group Technology for the period 1 July 2019 to 29 February 2020 and included in Other benefits is an Acting Allowance of R500 000 for this period, meals on premises (R1 500). Mr Brand was appointed as EVP: Sustainability and Technology with effect from 1 March 2020. Mr Griffith was appointed as EVP: Chemicals Business with effect from 1 November 2019. Other benefits for Mr Griffith include tax advisory services (R43 825) and employer contributions to US statutory funds (R224 635). Mr Groblers earnings are reflected for the period until 31 October 2019. He was appointed as CEO and President with effect from 1 November 2019. Other benefits for Mr Grobler relate to his period as an expatriate and include accommodation (R196 465), utilities (R13 097), transport allowance (R1 309), social security (R10 969), tax consulting fees (R14 010), and tax on expatriate benefits (R316 199). Other benefits for Mr Harris under his expatriate contract include home leave allowance (R118 740), utilities allowance (R31 372), tax consulting fees (R10 449), accommodation (R800 052) and tax on expatriate benefits (R1 661 326). 3. 4. 5. 6. 7. 8. 9. 10. Mr Kahlas earnings are reflected for the period until 31 October 2019. He was appointed as an Executive Director with effect from 1 November 2019. 11. Other benefits for Ms Mokoena include meals on premises (R7 000), subsidised business transport (R17 221) and the final portion of a staggered sign on award (R750 000). 12. Other benefits for Mr Radebe include subsidised business transport (R110 281). 13. Mr SJ Schoeman stepped down as a Prescribed Officer with effect from 31 March 2019. Pursuant to his stepping down, Sasol took certain actions against him which Mr Schoeman challenged. The dispute went into private arbitration in September 2019 and was settled in April 2020 for an amount of R7,6 m. The details of the settlement are confidential between the parties. 14. Other benefits for Mr SJ Schoeman include accommodation (R1 079 715), home leave allowance (R368 239), tax consulting fees (R176 024), social security taxes (R227 590), medicare taxes (R660 988) and tax on expatriate benefits and allowances (R1 590 168). The following tables set out the number and intrinsic value of the unvested LTI holdings that have been awarded to the Prescribed Officers. b. Unvested LTI holdings (number): HC Brand2 BV Griffith3 FR Grobler4 JR Harris VD Kahla5 BE Klingenberg CK Mokoena M Radebe 21 608 50 424 29 965 53 389 64 035 34 190 47 265 56 348 24 230 44 302 46 010 32 424 31 953 (1 909) (2 386) (11 664) (7 952) (9 542) 1 401 1 146 (2 045) (2 557) (6 569) (5 375) 44 228 (50 424) (53 389) 74 002 63 515 74 267 93 213 58 662 65 447 Total 300 876 235 267 (33 453) 2 547 (16 546) (59 585) 429 106 1. LTIs were awarded on 4 March 2020. 2. Mr Brand was appointed as the Acting EVP: Group Technology for the period 1 July 2019 to 29 February 2020 and as EVP: Sustainability and Technology with effect from 1 March 2020. 3. Mr Griffith was appointed as EVP: Chemicals Business with effect from 1 November 2019. 4. Mr Grobler was appointed as CEO and President with effect from 1 November 2019. 5. Mr Kahla was appointed as an Executive Director with effect from 1 November 2019. Prescribed Officers CumulativeEffect of Effect of Cumulative balance at corporate Long-term change in balance at beginningGranted performanceDividendincentives Prescribed the end of of year in 20201targetsequivalents settled Officers the year (number)(number)(number)(number)(number)(number)(number) Prescribed Officers 2020 R000 2019 R000 2020 R000 2019 R000 2020 R000 2019 R000 2020 R000 2019 R000 Salary3 Risk and Retirement funding Vehicle benefit Healthcare Vehicle insurance fringe benefit Security benefit Other benefits 2 047 245 32 2 5 901 772 94 6 490 5 885 1 958 212 100 6 384 5 771 1 971 212 94 6 363 4 954 736 23 71 774 4 789 772 103 13 4 849 755 264 100 6 44 110 4 726 764 264 94 6 Total salary and benefits 2 326 7 263 8 545 8 417 6 558 5 677 6 128 5 854 Annual short-term incentive1 Long-term incentive gains2 2 752 942 3 363 357 2 229 618 2 752 Total annual remuneration 2 326 10 015 9 487 11 780 6 915 7 906 6 746 8 606
c. Unvested LTI holdings (intrinsic value): HC Brand2 BV Griffith3 FR Grobler7 JR Harris VD Kahla8 BE Klingenberg CK Mokoena M Radebe R7 567 R17 660 $745 R18 693 R22 422 R11 976 R16 551 R11 068 $294 $538 R8 569 R6 039 R5 951 (R7 708) ($521) ($711) (R13 869) (R7 992) (R9 923) (R552) ($46) (R3 326) (R2 268) (R2 721) R400 R327 (R591) ($50) (R1 873) (R1 533) $812 (R17 660) (R18 693) R9 783 $490 $573 R12 323 R7 755 R8 652 1. LTIs were awarded on 4 March 2020. 2. Mr Brand was appointed as the Acting EVP: Group Technology for the period 1 July 2019 to 29 February 2020 and as EVP: Sustainability and Technology with effect from 1 March 2020. 3. Mr Griffith was appointed as EVP: Chemicals Business with effect from 1 November 2019. 4. Intrinsic values at the beginning and end of the year have been determined using the closing price of: 30 June 2020 R132,20 ($7,71) 30 June 2019 R350,21 ($24,85) 5. Change in intrinsic value for the year results from changes in share price. 6. Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2019 that was settled in the 2020 financial year. Difference between the long-term incentive gains disclosed in 2019 and the amount settled in 2020 is due to difference in actual share price at vesting date and the share price at date of disclosure. 7. Mr Grobler was appointed as CEO and President with effect from 1 November 2019. 8. Mr Kahla was appointed as an Executive Director with effect from 1 November 2019. d. Share appreciation right holding outstanding (vested)1 HC Brand BV Griffith3 FR Grobler2 BE Klingenberg 16 724 35 413 83 442 21 988 (35 413) 16 724 21 988 83 442 Total 135 579 (13 425 ) 122 154 1. No further awards have been made since 2015. 2. Mr Grobler was appointed as CEO and President with effect from 1 November 2019. 3. Mr Griffith was appointed as EVP: Chemicals Business with effect from 1 November 2019. e. Fair Value of share appreciation right holding3 HC Brand BV Griffith5 FR Grobler4 BE Klingenberg 909 1 947 4 603 (671) (512) (3 914) 933 (1 947) 238 421 689 Total 7 459 (5 097) (1014) 1 348 1. Fair values at the beginning and end of the year have been determined using IFRS 2 option values on 30 June 2019 and 30 June 2020. 2. Change in intrinsic value for the year results from changes in the share price. 3. No further awards have been made since 2015. 4. Mr Grobler was appointed as CEO and President with effect from 1 November 2019. 5. Mr Griffith was appointed as EVP: Chemicals Business with effect from 1 November 2019. Prescribed Officers Gain on exercise Effect of Fair value at of share Change in change in Fair value beginningappreciation fair value Prescribed at end of year1rightsfor the year2 Officers of year2 R000R000R000R'000R000 Prescribed Officers Effect of Balance at change in beginningSARsPrescribed Balance at of year exercised Officers end of year (number)(number)(number)(number) Prescribed Officers CumulativeIntrinsic intrinsic value of value at awards made beginningduring of year4, 5 the year1 $000 and $000 and R000R000 Change in Effect of intrinsiccorporate value for performance the year4 targets $000 and $000 and R000R000 Effect of change in DividendLTIsPrescribed equivalentssettled6 Officers $000 and $000 and $000 and R000R000R000 Cumulative intrinsic value at end of year5 $000 and R000
Sasol Limited Group Report of the Remuneration Committee (continued) f. Beneficial shareholding The aggregate beneficial shareholding at 30 June 2020 of the Directors of the company and the Prescribed Officers and their associates (none of whom have a holding greater than 1%) in the issued ordinary share capital of the company are detailed in the following tables: 1. Unvested Long-term incentives for Executive Directors not included. 2. Mr Grobler appointed as CEO and President with effect from 1 November 2019. 3. Mr Nkosi joined the board on 1 May 2019 and was appointed Chairman on 27 November 2019. 4. Direct beneficial shareholding comprises of Sasol BEE ordinary shares. 1. Unvested Long-term incentives not included. 2. Mr Brand was appointed as the Acting EVP: Group Technology for the period 1 July 2019 to 29 February 2020 and as EVP: Sustainability and Technology with effect from 1 March 2020. Former Joint CEOs and Presidents Messrs. Cornell and Nqwababa agreed with the Board to terminate their employment. The Board has acknowledged, following an external investigation, that there was no personal wrongdoing on their part. The remuneration and benefits earned during their tenure as Joint CEOs and Presidents in addition to the mutual separation detail is set out in the table below: a. Remuneration and benefits approved and paid in respect of 2020 for the former Joint CEOs and Presidents SR Cornell1, 2, 3 B Nqwababa4, 5 1. Mr Cornell exited with effect from 30 June 2020. 2. Mr Cornell participated in an individual Senior Executive Retirement Plan (SERP) in order to adjust for differences between the benefits that would have been payable under his previous employers Defined Benefit retirement fund and the benefits payable under the retirement programmes of Sasol (USA) Corporation. The SERP benefit (R9 707 538) is included in Risk and Retirement funding and was payable following his mutual separation. 3. Other benefits for Mr Cornell under his expatriate contract include accommodation (R1 380 514), subsidised business transport (R27 469), school fees (R225 209), private accommodation (R52 309), leave encashment on termination (R1 348 852), relocation expenses (R1 746 021), employer contributions to US statutory funds (R712 160), final tranche of a staggered sign on payment (R2 984 416), tax assistance (R71 801) and tax on expatriate benefits (R3 149 125). 4. Mr Nqwababa exited with effect from 30 April 2020. 5. Other benefits for Mr Nqwababa include leave encashment on termination (R853 039), subsidised business transport (R31 184) and private accommodation (R25 156). 6. In terms of the LTI Plan rules, Messrs Cornell and Nqwababa retain their LTI awards subject to the normal vesting criteria and corporate performance targets; the LTIs are not subject to accelerated vesting. Long-term incentives for 2020 represent the award made on 22 September 2017. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved (26%) x closing share price on 12 August 2020. The actual vesting date for the annual awards is 22 September 2020; subject to the company being in an open period. Dividend equivalents accrue at the end of the vesting period, to the extent that the LTIs vest. 50% of the vested LTIs and accrued dividends will be released on 22 September 2020 and the balance in September 2022, subject to the rules of the LTI plan. As there are no further performance conditions attached to the balance of the 50%, the full amount is disclosed in the single figure table. Executive Directors 2020 R000 2019 R000 2020 R000 2019 R000 Salary Risk and Retirement funding Vehicle benefit Healthcare Vehicle insurance fringe benefit Security benefit Other benefits Mutual separation 20 808 10 773 400 453 1 008 11 698 21 658 17 918 825 332 362 1 228 7 498 8 470 909 76 5 588 909 14 389 9 621 1 029 87 6 467 27 Total salary and benefits 66 798 28 163 25 346 11 237 Annual short-term incentive Long-term incentive gains6 1 861 8 972 1 904 9 173 Total annual remuneration 68 659 37 135 27 250 20 410 Beneficial shareholding1 2020 2019 Total beneficial shareholding1 Total beneficial shareholding1 Prescribed Officers HC Brand2 M Radebe 17 700 15 762 17 700 15 762 Total 33 462 33 462 Beneficial shareholding 2020 2019 Total beneficial shareholding Total beneficial shareholding Executive Directors1 FR Grobler2 P Victor Non-Executive Directors4 SA Nkosi3 MDN Dube NNA Matyumza ZM Mkhize 16 441 8 739 6 24 181 13 500 1 549 24 6 181 Total 25 391 15 260
b. Unvested LTI holdings (number): SR Cornell B Nqwababa 153 862 148 290 (31 806) (31 806) 3 373 3 821 (17 470) (17 918) (107 959) (102 387) c. Unvested LTI holdings (intrinsic value): SR Cornell B Nqwababa $3 824 R51 935 ($941) (R10 764) ($643) (R9 070) $68 R1 090 ($353) (R5 109) ($1 954) (R28 082) 1. Intrinsic values at the beginning and end of the year have been determined using the closing price of: 30 June 2020 R132,20 ($7,71) 30 June 2019 R350,21 ($24,85) 2. Change in intrinsic value for the year results from changes in share price. 3. Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2019 that was settled in the 2020 financial year. Difference between the long-term incentive gains disclosed in 2019 and the amount settled in 2020 is due to difference in actual share price at vesting date and the share price at date of disclosure. 4. 50% of the award that vest in 2020 is still subject to a continued holding period of two years. d. Non-Executive Directors' remuneration 1. 2. 3. 4. 5. 6. 7. 8. 9. Phase-in of fees approved on 16 November 2018. Fees include VAT where applicable. Board and Committee fees are based in USD, thus impacted by USD/ZAR foreign exchange rates at date of payment for resident non-executive directors. Members of the Board agreed to a voluntary reduction of fees effective Q4 2020 of at least 20% for a period of eight months. "Other" relates to tax advisory services. Mr Gantsho retired from the Board on 27 November 2019. Mr Nkosi joined the Board on 1 May 2019 and was appointed Chairman on 27 November 2019. Mr Njeke retired from the Board on 27 November 2019. Mr Westwell was appointed as LID on 27 November 2019. 10. Ms Harper joined the Board on 1 April 2020. Ad Hoc or special Leadpurpose Board Independent board Meeting Director Committee committee Fees2, 3, 4 Fees2, 3, 4 fees2, 3, 4 2, 3, 4 Other5 Non-Executive Directors R000 R000 R000 R000 R000 Total 20201 R000 Total 20191 R000 SA Nkosi (Chairman)7 4 628 67 61 MSV Gantsho (former Chairman)6 2 672 S Westwell (new Lead Independent Director)9 2 102 423 1 539 246 MJN Njeke (former Lead Independent Director)8 859 214 190 122 C Beggs 2 060 692 510 MJ Cuambe 2 400 592 27 13 MDN Dube 2 230 825 M Floël 2 230 855 K Harper10 445 59 24 GMB Kennealy 2 001 443 31 NNA Matyumza 2 060 633 ZM Mkhize 2 060 162 10 MEK Nkeli 2 060 618 91 PJ Robertson 2 145 1 284 60 4 756 2 672 4 310 1 385 3 262 3 032 3 055 3 085 528 2 475 2 693 2 232 2 769 3 489 399 6 030 3 683 2 004 2 010 2 725 2 794 3 024 1 569 1 774 1 361 1 788 3 294 Total 29 952 6377 959 1 172 23 39 743 32 455 Executive Directors Intrinsic cumulative value at beginning of year¹ $000 and R000 Intrinsic value of awards Change in Effect of made intrinsiccorporate during value for performance the year the year2 targets $000 and $000 and $000 and R000R000R000 Effect of changes in DividendLTIsExecutive equivalentssettled3 Directors $000 and $000 and $000 and R000R000R000 Intrinsic cumulative value at end of year $000 and R000 Executive Directors Cumulative balance at the beginning of the year (number) Effect of Effect of Cumulative corporate Long-term changes in balance performanceDividendincentives Executive at the end Granted targets equivalentssettled2Directorsof the year (number)(number)(number)(number)(number)(number)
Driving performance and sustainable delivery PERFORMANCE OVERVIEW KEY MESSAGES Resetting Sasol to create sustainable value in the long term sheet Actively managing available liquidity and funding arrangements Expanding and accelerating our asset disposal programme Dividend remains suspended to protect the balance sheet Sasol has been severely impacted by the economic consequences of the COVID-19 pandemic and lower oil and chemical prices, with a decline in both our sales volumes and margins. Given the impact, we are safeguarding our liquidity headroom and protecting Sasols balance sheet by focusing on our comprehensive response strategy. Dear stakeholder Overview In 2020, we exceeded our cash conservation target of US$1 billion, largely through capital and working capital optimisation and cost savings measures, consisting of mainly human capital levers. This is testament to the resilience and commitment of Team Sasol who worked tirelessly to deliver on this strong performance. In addition, we expanded and accelerated our asset divestment programme and realised R4,3 billion in disposal proceeds by 30 June 2020. We have committed plans to conserve a further US$1 billion in cash in 2021. The global chemicals industry was heavily impacted by adverse macroeconomic developments: the US-China trade dispute, the oil price crash and the unfolding COVID-19 pandemic, leading to unprecedented economic disruptions and extreme price and demand volatility across most of our markets and product portfolios. In commodity chemicals, prices diluted further due to increased global capacities, particularly for polymers. Against this challenging backdrop, our Chemicals Business delivered a solid performance, benefitting from its diverse global portfolio and value-chain integration. During 2020, the rand/US dollar exchange rate averaged R15,69 compared to R14,20 in the prior year. The weaker average rand/US dollar exchange rate significantly benefitted on the results of our Chemicals business, which is more exposed to foreign currency sales and capital expenditure. In 2020, oil prices averaged at US$51/bbl, with a high of US$70/bbl in January 2020 and a low of US$13/bbl in April 2020. The oil price collapse significantly impacted on our margins and we expect that oil prices will remain low for the next 12 to 18 months as the impact of COVID-19 becomes better understood. Oil markets remain exposed to shifts in geopolitical risks as well as supply and demand movements. Within this context, our foundation businesses delivered resilient results with a strong volume, cash fixed cost and working capital performance. As our Energy Business felt the effects of the supply and demand shocks that led to lower crude oil prices and product differentials, our Chemical businesses maintained robust results on some products, ensuring a level of resilience in our cash flows. As Sasols balance sheet reached peak gearing of 114,5% at 30 June 2020, we implemented several focused management actions as part of our comprehensive response plan to improve our liquidity position. We had to make decisions to protect and strengthen the balance sheet, some of which negatively impacted on employee morale, growth and investor perceptions. Through this difficult period, we continued to manage the balance sheet and position the Company to create a more sustainable capital structure going forward through Future Sasol.
Key drivers impacting our results Sasols integrated risk management process enabled us to monitor and respond to the volatile macroeconomic environment. We continued to closely monitor the progress of our strategic objectives by considering and planning for various likely financial scenarios in determining whether the risk is within the limits of our risk tolerance and risk appetite as well as testing the robustness of our mitigation actions. In order to assess the impact of the operating environment on our business, it is important to understand those factors that affect the delivery of our results. prices quoted in US dollars and a large US$5,4 billion for 2021, to cover 62% of our in US dollars. better predict cash flows. Risk Impact on value creation Response Credit market risk and liquidity Our current leverage impacts the liquidity Funding requirements are continuously available to us and our cost of obtaining monitored and regular engagements with funding. lenders are held to ensure that we maintain appropriate levels of liquidity. Our comprehensive response plan to strengthen our liquidity. Volatile markets and exchange rates We are significantly impacted by the We use forward exchange contracts to hedge rand/US dollar exchange rate, with our foreign currency-denominated transactions. product prices based largely on global We further entered into zero-cost collars for portion of our capital investments being exposure. This hedging strategy enables us to Crude oil Our Energy business is exposed to the We use crude oil futures to protect against selling price of fuel that is significantlyadverse effects of short-term oil price volatility. influenced by the crude oil price. To date we have entered into hedges against the downside risk in the crude oil price. Oil hedges, targeting 80% of Synfuels annual fuel production, are currently in progress. Chemical prices Our chemical products follow a typical To ensure resilience throughout industry demand cycle. Higher demand results cycles and oil price volatility, we strive to have in higher margins introducing new a diverse portfolio of assets and, wherever production capacity, at which point possible, to invest in the value chain from raw margins decrease. Over the longer term, materials to final products, expanding our most commodity chemical prices tend to footprint in differentiated markets. track crude oil prices. Gas prices Natural gas is a key feedstock in certain In times of lower demand for gas, we utilise the of our South African businesses. A higher gas available from Mozambique internally in our gas price would reduce our profitability. integrated value chain. Executing on capital projects Failure to deliver projects within cost and Our capital allocation principles guide how we schedule negates our return on invested systematically invest capital. capital and could result in impairments. We are applying guidelines developed through lessons learnt from the LCCP in future projects. The Investment Committee reviews the robustness of assumptions and tracks milestones. Our cost base Our significant cost base is under We maintain a strict focus on cost and are constant pressure from inflationarytargeting a more streamlined cost base with increases in the countries in which we Future Sasol. operate.
Driving performance and sustainable delivery PERFORMANCE OVERVIEW (continued) 2020 financial performance Operational performance Sales performance production rates Liquid fuels and natural gas sales volumes decreased by 12% and 8% respectively due to lower market demand Liquid fuels volumes of 52,7 million barrels exceeded market guidance, with quicker demand recovery Sales volumes increased by 8% with contributions from US EO/EG and ETO plants Advanced material portfolio benefitted from higher sales of green coke (carbon) and increased hard wax sales Excluding LCCP, organic sales volumes down 3% on soft macro environment Sales volumes increased by 19% driven by increased US polymers contribution Foundation business sales volumes down 3% on lower demand and associated lower SSO Commodity chemical prices soft with average basket sales price down 18% BASE CHEMICALS PERFORMANCE CHEMICALS ENERGY Secunda Synfuels Operations (SSO) impacted by reduced fuel demand; 3% decrease in production Natref production decreased 22%, due to suspension of production in early April Successful completion of SSO shutdown and Natref maintenance work originally planned for 2021 Mining production down 4% impacted by ongoing geological complexities The cracker and five of the six downstream units at the LCCP are now online LLDPE plant running at nameplate capacity HDPE plant continues to produce volumes at the upper end of design capacity Production increased marginally, despite planned outages and lower demand for alcohols and waxes Ramp-up in production at new ETO unit in Nanjing, China ORYX GTL achieved utilisation of 57% due to extended shutdown EURASIAN OPERATIONS NORTH AMERICAN OPERATIONS SOUTH AFRICAN OPERATIONS
Earnings before interest and tax (EBIT) of R9,7 billion in the prior year decreased to a loss before interest and tax (LBIT) of R111,0 billion due to the significant remeasurement items of R110,8 billion recorded in 2020 resulting mainly from the lower oil prices and the economic consequences of the COVID-19 pandemic. Significant operational items include impairments of R111,6 billion and losses on derivative instruments of R7,0 billion. The impairments include R72,6 billion (US$4,2 billion) that has been recognised on our Base Chemicals portfolio within Sasol Chemicals USA (that has been classified as held for sale) and R35,2 billion relating to our integrated South African value chain that has been significantly impacted by the decrease in crude oil prices, a further softening of global chemical prices and refining margins and lower market demand in a post-COVID-19 environment. The losses on derivative instruments relate mainly to instruments entered to protect the Company against currency volatility that were negatively impacted by the significant weakening of the rand exchange rate during the second half of the financial year. Turning to our cost performance, cash fixed cost, as summarised in the graph below, remained flat when compared to the prior year as we implemented our comprehensive response plan focusing on cash fixed cost reduction, which included human capital levers as part of our effort on enhancing cash flow and cost competitiveness in a low oil price environment. The cost reductions realised (R4,8 billion) which together with the impact of adopting IFRS 16 more than offset the increase in cost driven by LCCP ramp up costs of R1,2 billion and the impact of a weaker exchange rate (R1,9 billion). We are of the view that our cost management processes remain robust to protect and improve our cost competitive position and still position us in managing our cost base to within our inflation target, while ensuring that we maintain safe and sustainable operations. Cost performance 62 000 1 903 4 841 58 000 54 000 50 000 46 000 42 000 19 IFRS 16 RebasedUSBusiness Exchange Normalised Other blishment Inflation 20 cost growth esta-rate cost (Savings) Our financial position The unprecedented set of combined challenges driven by the COVID-19 pandemic and the significant decline in the crude oil price have come at a time when Sasol is in a peak gearing phase as the LCCP is being completed. To protect the balance sheet, Sasol implemented a comprehensive response plan to enhance cash flow and reposition the balance sheet to be resilient in a sustained low oil price environment. The measures undertaken to reposition the company include a cash conservation programme, a value-driven asset disposal programme, potential partnering for Sasols US Base Chemicals assets, a rights issue of up to US$2 billion in the second half of financial year 2021 and active balance sheet management to maintain a healthy liquidity position and a balanced debt maturity profile as Sasol works towards restoring an optimal capital structure. Our gearing increased to 114,5% during the year given the significantly weaker closing exchange rate of R17,33, the impairments recognised during the year and the capital expenditure on the LCCP. Rand million 523 1 156205 60 419 2 058 57 678 57 155 57 636
Driving performance and sustainable delivery PERFORMANCE OVERVIEW (continued) Net debt increased by R50 billion in 2020 to R175 billion mainly due to the funding of the LCCP and the impact of the weaker exchange rate on our US dollar debt funding, with 93% of our debt now US dollar denominated due to the funding of the LCCP. Our long-term capital expansion projects are financed by a combination of floating and fixed-rate long-term debt, as well as internally generated funds. Gearing and net debt to EBITDA 4,3 l20 5,0 l00 4,0 80 3,0 60 2,0 40 l,0 20 0 0,0 l7 Gearing l8 l9 20 ND: EBITDA (per covenant definition) Deleveraging the balance sheet is one of our highest priorities to ensure business sustainability and positions us for the future to deliver value to our shareholders and stakeholders. This is essential for an industry operating in a volatile operating environment marked by swings in commodity prices and currency rates, as well as the potential for technology disruption. Managing our funding The immediate focus is to bring leverage back in line with our target levels and mitigate the impacts of the current market volatility to preserve the underlying value in the business. To create flexibility in Sasols balance sheet during our peak gearing period we have successfully engaged with our lenders to waive our covenants as at 30 June 2020 and to lift our covenants from 3 times to 4 times net debt: EBITDA at 31 December 2020. This additional flexibility is consistent with Sasols broader capital allocation framework and subject to conditions which are customary for such covenant amendments. These include provisions to prioritise debt reduction at this time, commitments that there will be no dividend payments nor acquisitions while our leverage is above 3,0 times Net debt: EBITDA and that the 2021 capital expenditure will not exceed the forecast level of R21 billion by more than 10%. Sasol will also reduce, while continuing to maintain a strong liquidity position, the size of its facilities as debt levels reduce. Our net debt: EBITDA ratio at 30 June 2020, based on the revolving credit facility and US dollar term loan covenant definition, was 4,3 times. During the year we secured incremental US dollar liquidity through a US$1 billion syndicated loan facility for up to 18 months, and bilateral facilities (with a combined quantum of US$250 million) with a tenor of two years, enhancing our US dollar liquidity position. In the South African market, we have both bank loan facilities and an R8,0 billion Domestic Medium-Term Note (DMTN) programme which was established in 2017. In August 2019, we issued our inaugural paper to the value of R2,2 billion in the local debt market under this DMTN programme. As at 30 June 2020, our liquidity headroom was in excess of US$2,5 billion well above our outlook to maintain liquidity in excess of US$1 billion. We continue to assess our mix of funding instruments to ensure that we have funding from a range of sources and a balanced maturity profile. Depending on the progress made on other elements of the response plan, Sasol will pursue a rights issue of up to US$2 billion in the second half of financial year 2021. * Include short-term portion of long-term debt of R19 686 million Long-term debt maturity profile (Rbn)* 120 100 80 60 40 20 0 Within 1 year 1 to 3 years 3 to 5 years Over 5 years * Excludes lease liabilities Debt funding mix (%) 8% 37% 16% 30% Term loans Syndicated loan Other debt We have implemented a dynamic funding plan which is based on our latest assumptions and capital requirements. We review the plan on an ongoing basis and report on it to the Audit Committee to ensure that we have sufficient liquidity and headroom on the balance sheet in the foreseeable future. Gearing % ND: EBITDA (times) Rand billion 104 29 20 14 2020 Rm 20192018 RmRm Long-term debt Short-term debt* Lease liabilities Bank overdraft 147 511 43 468 15 825 645 127 350 89 411 3 78314 709 7 445 7 280 58 89 Total debt & lease liabilities 207 449 138 636 111 489 Less cash (excluding cash restricted for use) 32 932 13 38715 148 Net debt 174 517 125 249 96 341 2,3 114,5 1,8 56,3 1,2 42,2 26,3
Cash generation Our foundation business is capable of generating positive cash flows in a low oil price environment with cash generated by operating activities of R42,4 billion during the year, decreasing 18% compared with R51,4 billion in the prior year. This is largely attributable to the unfavourable Brent crude oil prices and lower sales volumes. This was partly offset by another strong working capital and cost performance from the foundation business. Working capital decreased by R5,8 billion during the year mainly as a result of focused management actions. We have reviewed our asset portfolio to focus only on assets that can generate attractive returns through the cycle and are core to our long-term strategic focus, identifying assets for disposal with proceeds exceeding US$2 billion. The process to accelerate our asset disposal programme has yielded good progress for several of these assets despite the macro environment volatility, with transactions that make a substantial contribution to our targeted divestments already agreed and the potential of other disposals being assessed. We are being highly disciplined and will execute any disposal in line with the balance sheet, shareholder value and strategic objectives. Hedging activity Our hedging programme is a key component of our financial risk management framework to provide certainty as we manage peak gearing and ensure sufficient liquidity for the Group. We follow a probabilistic approach to hedging our key exposures to exchange rate, oil and ethane. In the second quarter of financial year 2020, we were unable to secure oil hedges at acceptable premiums. For the first quarter of 2021, approximately 80% of SSOs liquid fuels exposure was hedged, translating to six million barrels. For our hedging programme relating to rand/US dollar, US$5,4 billion of our rand/US dollar, exposure as at 30 June 2020 have been hedged. Similarly, 49% of our ethane price exposure has already been hedged out of a target of 65%. Solvency and liquidity The Group meets its financing requirements through a combination of cash generated from its operations and short-and long-term borrowings. However, as a result of the liquidity constraints, weak trading environments and the risk of a second COVID-19 outbreak, the Board undertook a comprehensive assessment of the Group and Company, including their solvency and liquidity statuses. Capital portfolio Our increase in leverage is mainly due to our increased capital spend where we have made capital investments of R282 billion over the past five years, mainly in projects in South Africa, Mozambique and the United States. Capital expenditure in 2020 of R35 billion has come down from its peak as the LCCP nears completion, with R16 billion related to growth capital, including R14 billion (US$0,9 billion) on the LCCP, and R19 billion related to sustenance capital to ensure safe and reliable operations. Solvency At 30 June 2020, after impairments, the valuations of the Groups assets indicate that their fair values exceed their carrying values as well as the external debt. The asset base of the Group comprises mainly tangible assets with significant value, reflected in the records of the underlying businesses. As such, the Board is of the view that given the significant headroom in the fair value of the assets over the fair value of the liabilities (including contingent liabilities), the Company and Group are solvent as at 30 June 2020 and at the date of approving the Annual Financial Statements. Liquidity management Although still cash positive, the Group has limited cash flow available to cover operating expenses, interest and capital expenditure at 30 June 2020. As outlined, this was mainly due to the oil price collapse and COVID-19 economic impacts which came at a time when the balance sheet was at peak gearing. Additionally, the Groups credit rating was downgraded as a result of the impact of the COVID-19 pandemic on global growth and the volatility in the oil price. The ability of the Group to meet its debt covenant requirements at 31 December 2020 and 30 June 2021 and repay debt as it becomes due is dependent on the timing and quantum of cash flows from operations, the ability to realise cash through a combination of asset disposals, or part thereof, and the successful raising of equity. Capital expenditure (Rbn) 3 60 4 50 40 30 20 10 0 18 19 Growth 20 21 Forecast Sustenance LCCP Compliance programmes Growth capital spend will be reduced post the LCCP in support of our strategic objectives to deleverage the balance and to grow shareholder value through increased dividend returns. Refer to our Annual Financial Statements for details of additions to our non-current assets in notes 19 to 20. Rand billion 14 2 30 14 1 23 19 19 17
Driving performance and sustainable delivery PERFORMANCE OVERVIEW (continued) To address the risk of short-term cash pressure, management has taken the following steps to stabilise the business and improve the liquidity position: Revising the strategy Clear portfolio choices, including a decision to stop all oil growth activities in West Africa has resulted in immediate cash and capital savings which will be sustainable, beyond 2020; Weekly cash war room On a weekly basis, management reviewed the monthly cash forecast relative to actions being taken to reduce or defer cash outflows, and understand the forecast cash position of the Company for the next six months; Hedging activities The Group continued to execute on its hedging programme and focused on covering its exposure to oil, the Rand/US dollar exchange rate and ethane prices as the three key drivers which impact on profitability; Cost reduction The necessity and quantum of expenditure in this fiscal year was challenged on a top down and bottoms up basis and a substantial cost reduction work stream was implemented to reduce external spend with a focus on all discretionary expenditure; Human capital levers A moratorium was implemented on external recruitment to fill non-critical vacancies and on the use of hired labour and consultants for non-critical activities. In parallel, short-term incentive payments were ceased for 2020 whilst salary sacrifices were implemented on a sliding scale with suspension of employer contributions to the various retirement funds for an initial period of eight months up to December 2020; Capital optimisation Capital expenditure was reduced substantially by curtailing discretionary capital whilst keeping sustenance capital at the minimum level required to ensure safe and reliable operations. Capital in excess of R5 billion was deferred in 2020 through prioritisation using a risk-based approach and use of digitalisation; Working capital The Group has been able to contribute positively to cash on hand through the recovery of long outstanding debtors, managing of payables and maintaining an optimal inventory levels. Working capital is, and continues to be, tracked and measured on a monthly basis; and Tax Certain tax payments were deferred as part of a COVID-19 cash relief measures as agreed with the relevant tax authorities. We remain focused on and committed to the strategic reset (Future Sasol) that is aimed at sustainably unlocking cash through gross margin improvements, cash cost reduction, significant reduction in overheads at the Corporate Office and optimisation of capital expenditure by 2025. The planned asset disposals combined with a rights issue and Future Sasol are expected to result in a more sustainable and resilient capital structure and improved shareholder returns. Sasols credit rating was reduced to sub-investment grade given the risk of a prolonged period of economic uncertainty, weaker commodity prices, increased volatility and an uncertain demand outlook. On 30 March 2020, S&P Global Ratings downgraded Sasols credit rating. Similarly Moodys Investors Service (Moodys) downgraded Sasols global scale long-term issuer ratings on 31 March 2020. We signed a covenant waiver with our lenders in June 2020. In the waiver agreement, the lenders agreed to waive the covenant at June 2020 and lift the December 2020 covenant from a Net debt:EBITDA of 3,0 times to 4,0 times. The Net debt: EBITDA covenant at 30 June 2021 is 3,0 times. This additional flexibility is consistent with Sasols broader capital allocation framework and subject to conditions which are customary for such covenant amendments. Rehabilitation provisions We recognise rehabilitation provisions for the full future restoration and rehabilitation of production facilities to the end of its economic lives. The majority of these activities will occur in the long-term and the requirements that will have to be met in future might be uncertain. Judgement is required in estimating future cost and cash outflows, discount rates, settlement dates, technology and legal requirements. At 30 June 2020, our rehabilitation provisions increased from R14,9 billion to R18,7 billion mainly attributable to changes in discount rates. Capital allocation principles As we consider capital allocation decisions, we are guided by key financial risk and return metrics such as our gearing and liquidity levels, as well as the return on invested capital, with the ultimate objective to deliver maximum sustainable return to shareholders. The two key overarching objectives in the capital allocation framework are, to protect and strengthen the balance sheet and then to focus on value-based capital allocation. Protecting our licence to operate and ensuring the integrity and reliability of our assets is our first priority. After deleveraging the balance sheet our next priority will be to evaluate where we will derive the most value for our shareholders, considering the following levers that will be competing equally for capital: Before we consider investing in large projects with long lead times, in the short to medium term, we will rather pursue small-to medium-sized projects (either organic or inorganic) which require capital of less than US$500 million and US$1 billion respectively. Mega projects are not within our short-to medium-term focus and in future will only be considered in partnerships and once we have built a track record of successful smaller-to medium-sized investments. We are committed to a more balanced approach in returning value to shareholders through the ups and downs of the commodity cycle. This includes stepping up dividend payments on a sustainable basis to the lower end of the dividend cover range, as well as pursuing a consistent share buy-back programme to counter the effects of any corporate actions, ensuring that share dilution impacts on shareholders are minimised. value-based growth through projects or merger and acquisitions transactions; value returned to shareholders through a targeted dividend payout ratio from 2,5 times (40% payout) to 2,2 times (45% payout); and lastly consider further value returned to shareholders through special dividends and/or share buy-back programmes.
Shareholder returns Sasols shareholder base consists primarily of large institutional shareholders, with varying investment styles, concentrated in South Africa. Our aim is to achieve a broad correlation between the distribution of our shareholder base and the sources of cash-generation for the Group. As our international portfolio is expanding with the LCCP we will specifically target a larger number of US-based investors in future. We aim to return value to our shareholders by way of both dividends and share price appreciation over time, measured as total shareholder return (TSR). Sasols TSR for the five-year period ending 30 June 2020 was -58% in rand terms and -70% in US dollar terms, which is in the bottom range of our peers. Sasols share price fell to its lowest level in over 20 years as the economic fallout from the spread of COVID-19 placed further strain on Sasols financial position. The collapse in crude oil prices, impacted by a price war between global producers, further contributed to the lower share price performance. To maximise TSR, the Group has put measures in place to: continue with the suspension of dividends. This will allow us to continue to protect our liquidity in the short-term and focus on reducing leverage in order to create a firm platform to execute our strategy and drive long-term shareholder returns. In addition, in accordance with the covenant amendment agreement with lenders, we will not be in a position to declare a dividend for as long as net debt: EBITDA is above 3,0 times. Change in accounting standard The Group adopted the new accounting standard IFRS 16, Leases, effective 1 July 2019, resulting in an increase in the recognition of lease liabilities and corresponding right-of-use assets, negatively impacting our financial leverage ratios. On implementation, additional lease liabilities of R8,3 billion have been recognised in the statement of financial position with corresponding right-of-use assets of R8,6 billion. The additional lease liabilities added approximately 4% on gearing. Acknowledgement I would like to thank the Board and the Group Executive Committee for their continued support and leadership as we deal with the unprecedented impact of this exceptionally challenging environment. I also would like to acknowledge the finance team for its hard work and dedication in supporting the business to manage liquidity, strengthening our balance sheet and reducing cost. Finally, to our shareholders I would like to confirm that we are actively working towards addressing the short-term factors impacting the Company so that we can unlock sustainable value for the future. Dividends Dividend payments are an important part in our capital allocation framework. However, given our current financial leverage and the risk of a prolonged period of economic uncertainty, the Board believes that it would be prudent to Paul Victor Chief Financial Officer 21 August 2020 actively manage the balance sheet to address short-term liquidity requirements; execute on our response plan and self-help measures to restore financial stability; accelerate and expand our asset disposal programme; advance our strategic reset to deliver long-term value creation; and execute per our disciplined capital allocation framework for improving shareholder returns.
Strategic positioning IMPLEMENTING A SUSTAINABLE FUTURE SASOL By resetting our strategy, we defined our aspiration for Future Sasol. This is a company that is streamlined, focused and positioned to succeed with value realisation for all stakeholders, resilience in a lower-carbon world and enhanced cash generation. This will make Sasol a more attractive investment by delivering leading returns on the basis of low cost, high margins, capital discipline and business sustainability. Future Sasol - Our Aspiration FUTURE SASOL A MORE RESILIENT FUTURE SASOL and social upliftment of our communities, fostering to facilitate problem-solving and customer energises and taps into our employees full Delivering triple bottom line outcomes People Enhancing employee value proposition strong relationships with stakeholders Planet Advancing sustainability and product innovation to reduce our environmental impacts Profit Leading total shareholder returns on the basis of low cost, high margins and capital discipline A more modern Sasol leveraging our proprietary technologies and unique chemistry to deliver superior returns Highly skilled people with strong technical, engineering and marketing capabilities Embracing digitalisation to realise efficiencies and improve our customer offering Solutions for a better world through our unique chemistry A simpler, more agile organisation that provides a great place to work Simple Empowered businesses which are market and profit focused, with fewer corporate centre interfaces Agile Adopting more agile ways of working innovation Culture - Diverse and inclusive workplace that potential Distinct portfolio with differentiated capabilities Distinct, focused and customer-centric chemical and energy businesses responsible for their own profit and loss, management of resources and capabilities. Participation in select global markets to drive value-based growth Leaner and fit-for-purpose corporate centre to assist in setting strategic boundaries, allocating capital and focused enablement of businesses
Management steps to achieve a sustainable Future Sasol We are clear on what we are working towards, but we are under no illusions that the journey will be easy. Indeed, it will be challenging. It is a matter of much regret that not all our employees may be able to make the transition to the new Sasol. To succeed, we need to adopt new ways of working that are more streamlined, adopt a mindset that promotes efficiency and have a significantly smaller corporate centre. The key management steps to achieve a sustainable Future Sasol: Revised the strategy Define a new operating model Implemented a new leadership structure to execute on the new operating model Continue our culture journey with focus on leadership behaviours and new ways of working Implement simple and efficient governance structures Enhance free cash generation through margin enhancement, efficiencies, use of shared services and improved customer centricity Activate our 2030 GHG emission reduction roadmap Revised operating model to execute on our reset strategy Our new operating model is effective 1 November 2020 and aligns with the reset strategy. It consists of the two distinct profit and loss business units. A 25% reduction in the executive leadership, will enable this new operating model. In parallel, an asset disposal programme is gaining good momentum, shaping Sasol's future portfolio. We have a transformation office in place to coordinate transition in the next 24 months. Future Sasol's targets Future Sasol is aimed at making the Company sustainable in a low oil price environment and becoming an attractive investment to shareholders. To ensure we deliver on our plans, we are developing credible targets that are aimed at increasing free cash flow and enhancing our return on invested capital. This will be achieved through: Gross margin improvements. Reduction in cash costs through business optimisation and pursuing a global cost competitive position. Optimisation of sustenance capital through the use of predictive maintenance strategies and digitalisation. Maintaining optimal working capital levels. Creating of shared services to bring efficiencies and sharing of best practices. These targets will be firmed up and articulated at our Investor Day Briefing in November 2020. Corporate centre Performance Chemicals Liquid fuels Gas Mining Base Chemicals Energy Chemicals SASOL
Strategic positioning PURSUING A MORE FOCUSED STRATEGY Our revised strategy aims to have a greater focus on value realisation for our stakeholders, sustainable growth and improved business sustainability as well as enhanced cash generation. The Chemicals Business will grow by meeting evolving consumer needs, including the demands of a growing and urbanising middle class. It will focus its activities on specialty chemicals where it has differentiated capabilities and strong market positions that can be expanded over time. The Energy Business will position to be responsive to global trends by providing new energy and mobility solutions over time, pursuing greenhouse gas emission reductions through growth in gas and renewables, and higher cash generation. OUR VISION To be a leading integrated and global chemical and energy company, proudly rooted in our South African heritage, delivering superior value to our stakeholders. OUR STRATEGY reliable operations while reducing its footprint POSITIONING FOR A MORE RESILIENT FUTURE SASOL with a focus on growing specialty chemicals globally and advancing energy solutions in Southern Africa To deliver sustainable returns over the long term to all our stakeholders. Transform our portfolio towards specialty products Identify sustainable lower carbon growth options value chains Respected Southern African brand with long term mutually Supported by our sustainability focus areas: Resilience in lower-carbon future Safe and enduring operations Minimising our environmental footprint Growing shared value Competitive advantages Focus areas HOW OUR STRATEGY CHANGED We removed upstream oil exploration and production as a growth area in our Energy Business and have expanded the role that we see for gas in our portfolio. While still part of our integrated energy value chain, Mining will not pursue any new investments in coal. We will continue work to incrementally expand margins in our retail business, mainly through organic means. Leveraging integrated value chains for high-value returns Strong cash generator with stable long term profile Improve economic value and cost competitiveness Align our business with powerful megatrends Reduce the carbon footprint of our facilities Earn the right to accelerate high value growth Secure affordable gas supply and implement renewables Aggressively drive excellence in all we do Higher margins in fuel retail business Broadest integrated alcohols and surfactants portfolio High cash generating assets Leader in specialty aluminas tailored for specific customer needs South Africa gas off-taker with capabilities across the integrated Strong brand reputation in essential care chemicals Select regional assets with competitive feedstock beneficial partnerships Enabled by: High-performing people | Highest level of governance and ethics | Risk management | Community engagement OUR DEFINITION OF VICTORY Work to secure feedstock, maintain safe and and supply sustainable energy products in Southern Africa. Source, manufacture and market chemical products globally. In addition, this business will transform the portfolio towards specialties and accelerate high-value growth by extending market-leading positions using existing assets and new investments in the US and China. Energy Chemicals
Strategic positioning PURSUING A MORE FOCUSED STRATEGY (continued) We will deliver on our strategy over three time horizons. In the next two years, we must take decisive actions to restore financial stability and in parallel reset the Group to be globally competitive in a low oil price environment. HAVING WHAT IT TAKES Based on our track record over the past 70 years, we have the capabilities and competencies to deliver sustainable value in these two core businesses. In Energy, we will leverage our integrated value chain and strong cash generating assets to deliver enhanced returns and use our leading position in gas to grow in the region. In Chemicals, our broad range of integrated alcohols and surfactants, specialty alumina products and our track record of collaborative innovation with customers position us to win in specialty markets. COMMITTED TO ENSURING STRATEGIC DELIVERY Our clearly laid out ambitions are not without risk and uncertainties. Securing affordable gas supply to transition our South African value chain is a key driver for long-term viability. In addition, having capital available for growth is a key success factor to grow our Chemicals Business. To successfully meet our aspirations of Future Sasol and achieve our long term goals we will have to reset the Group to be competitive in a lower oil price environment. 2023 - 2025 2025 onwards 2020 - 2022 Deliver on promises and return value to shareholders Step-up growth to deliver on long-term strategic ambitions Address short-term financial needs Accelerate asset disposals and urgently deliver Future Sasol to reset the Group before 2022 Safely ramp-up LCCP units to expected value Stabilise business operations to pre-COVID-19 levels, focus on increased value extraction Sustainable reduction of working capital and sustenance capital Conserve cash to deleverage the balance sheet and reduce operating cost sustainably Deliver affordable gas supply to our operations from 2024, when we expect our supply from existing fields in Mozambique to start declining Focus on value extraction and organic growth of integrated value chains Achieve emission reductions and air quality goals Portfolio enhancement through strategic acquisitions, mergers or partnerships Effectively introduce gas in wider Southern Africa and renewables solutions Position our Energy Business to lead the energy transition in Southern Africa Establish Sasol as notable global special chemicals player Aimed at aligning with the UN SDGs In October 2019, we announced our absolute medium-term GHG emission reduction target to 2030. To support the achievement of this target, we developed an emission reduction roadmap and, in parallel, updated our strategy by considering a range of scenarios that cover a variety of possible future outcomes. While none of us can be certain which path the energy transition will take, we are confident that this honed strategy is more consistent with the Paris Agreement goals and are pleased with the progress made in 2020, including several initiatives, details of which are in our Climate Change Report. CCR The role of the Board We were guided in our strategy development by the Board. In 2020, the Board met twice to consider Sasols operating context and the execution of strategy in a highly volatile macroeconomic environment. Directors reviewed the Groups emission reductions target to 2030 and the roadmap to achieving the target, considering the impact on society and business continuity. In May 2020, the Board endorsed the updated strategy which is aligned with the energy transition and powerful megatrends. The strategy aims to deliver sustainable returns to all stakeholders in the long term. Our capital allocation principles remain unchanged. Our immediate priorities are to strengthen the balance sheet, reducing net debt to EBITDA to below 1,5 times and reintroducing the dividend. Supporting the second phase of strategy execution, capital will be allocated to deliver on our commitments on GHG emission reductions and smaller value-accretive organic and merger and acquisition (M&A) growth opportunities. It is only in the third phase that capital will be allocated for larger growth opportunities competing with special dividends or share buy backs.
Value creation CREATING VALUE THROUGH TWO DISTINCT BUSINESSES Our integrated value chains, centred on our gas-to-liquids, coal-to-liquids, ethane cracker and chemical processes, are at the heart of our differentiated value proposition. We continue to leverage off the benefits of the value chains, as well as improve our processes to ensure safe, reliable and efficient operations with reduced environmental impacts. processes wax and Natural gas Natural gas ENERGY CHEMICALS Feedstocks Processes CoalCoal-to-liquids Operations Fuels Products Energy Electricity (CTL) process Gas Mining Exploration and Production International Fuels Gas-to-liquids (GTL) process Crude oil Coal Natref GTL and CTL processes Liquid fuel Jet fuel Energy forGas-to-power factories/homes Will focus on securing affordable, lower-carbon feedstock, optimising the value chain to yield better cash returns, reducing our GHG footprint and supplying more sustainable products Secunda Synfuels Operations (SSO) Feedstocks Processes Operations Products Performance Chemicals Base Chemicals Ethylene Kerosene, slack aluminium Chemicals Ethane Chemical feedstock from SSO Secunda Chemical Operations Polymers Solvents Explosives Fertilisers Sasolburg Operations Will deliver value by transforming the portfolio towards specialty products through selective divestments and pursue high value growth by extending our market leading positions through acquisitions and leveraging our well invested global asset base Chemicals North American Operations Organics WaxAdvanced materials Eurasian Operations
OPERATIONAL PERFORMANCE SUMMARY Performance Chemicals Base Chemicals Turnover (Rm) 51 868 48 113 Loss before Interest and Tax (LBIT) (Rm) (70 804) (1 431) Total assets (Rm)* 123 057 160 638 Number of employees 7 923 8 090 Safety (Recordable Case Rate) 0,24 0,40 GHG emissions (CO2 equivalents) (kilotons) 5 6 Water use (1 000m3) 3 1 Energy Mining Turnover (Rm) 1 343 3 222 Earnings before Interest and Tax (EBIT) (Rm) 2 756 4 701 Total assets (Rm)* 29 265 28 294 Number of employees 7 433 7 402 Safety (Recordable Case Rate) 0,59 0,43 GHG emissions (CO2 equivalents) (kilotons) 804 822 Water use (1 000m3) 1 431 1 520 Exploration and Production International Turnover (Rm) 1 829 1 815 Earnings/(loss) before Interest and Tax (EBIT/LBIT) (Rm) 1 197 (889) Total assets (Rm)* 19 847 16 017 Number of employees 424 419 Safety (Recordable Case Rate) 0,14 0,12 GHG emissions (CO2 equivalents) (kilotons) 261 261 Water use (1 000m3) 99 85 Operations Safety (Recordable Case Rate) 0,23 0,27 GHG emissions (CO2 equivalents) (kilotons) 64 940 65 440 Water use (1 000m3) 141 080 132 572 * Excluded deferred tax assets and post-retirement benefit assets. Turnover (Rm) 66 994 82 977 (Loss)/earnings before Interest and Tax (LBIT/EBIT) (Rm) (6 678) 16 566 Total assets (Rm)* 71 063 87 052 Number of employees 5 094 5 118 Safety (Recordable Case Rate) 0,10 0,10 GHG emissions (CO2 equivalents) (kilotons) 5 6 Water use (1 000m3) 1 1 Performance 2020 2019 Turnover (Rm) 68 333 67 389 Loss before Interest and Tax (LBIT) (Rm) (24 455) (7 040) Total assets (Rm)* 160 419 151 956 Number of employees 5 815 5 667 Safety (Recordable Case Rate) 0,21 0,12 GHG emissions (CO2 equivalents) (kilotons) Water use (1 000m3)
Driving performance and sustainable delivery CHEMICALS AT A GLANCE Brad Griffith EVP Chemicals Overview alcohols and surfactants portfolio in the world and we offer specialty, performance-based chemicals and extending our market-leading positions. Our cash-Chemicals: 36% and leverage advantaged feedstocks with broad market 6633%% Energy: 35% assets, we are selectively differentiating into higher E&PI Gas: 1% integrated value chain and third parties and Operations Chemicals sources feedstock from Sasols operates facilities in a number of locations, including: Sasolburg and Secunda, South Africa Louisiana, Texas, Arizona and Pennsylvania, United States Brunsbüttel, Hamburg and Marl, Germany Augusta, Terranova and Sarroch, Italy Novaky, Slovakia; Linz, Austria; and Birkenhead, United Kingdom Nanjing, China Performance Chemicals Base Chemicals Chemicals Our Chemicals business has the broadest integrated Chemicals Business contribution a strong reputation in essential care markets. Along with our leadership position in specialty aluminas, Turnover tailor-made solutions to customers in a wide range of industrial applications. We are focused on transforming our portfolio to accelerate high-value growth by Performance generating Base Chemical's assets are well positioned Base Chemicals: 27% access. Focused on maximising the value of these value products and applications, further improving our Mining: 1% competitiveness and delivering increased sales volumes from our investments completed in China and US. We are expanding our participation in the circular economy by supporting solutions to eliminate waste and enable the continual use of resources.
Performance Chemicals: Supply and demand dynamics driven by global megatrends such as urbanisation, mobility and growing population with surging food needs, but also impacted by macroeconomic fluctuations in the short-term Constant product differentiation, innovation and customer-centricity Foreign exchange rates, especially the rand vs the US dollar and euro Performance Chemicals: Feedstock prices such as crude oil, palm kernel oil, US ethane and northwest Europe-based ethylene Cost inflation on other variable or fixed costs, partly varying per region or operational set-up and mitigated specifically by our integrated multiple asset sites (IMASs) in Secunda, Sasolburg, Lake Charles, Augusta, Marl and Brunsbüttel Safety, particularly in starting up LCCP Enhanced support especially in US and South Africa to assist in fight against spread of COVID-19 Contributing to fenceline communities Reducing GHG emissions Working to end plastic waste Product stewardship Base Chemicals: Feedstock prices such as coal, gas in South Africa and ethane in US Cost inflation on other variable or fixed costs, partly varying per region or operational set-up and mitigated specifically by our IMAS sites in Secunda, Sasolburg, Marl and Lake Charles Base Chemicals: Sales volumes are largely driven by production availability including production rates achieved and shutdowns experienced Supply and demand dynamics driven by the macroeconomic environment, geopolitical tension, new production capacities and to a lesser extent the price of oil Foreign exchange rates, especially the rand vs the US dollar and euro Advancing our strategy in phases Strategic objectives Align our business to powerful megatrends and growth markets and reduce costs through new operating model Unlock value through divestitures, generating cash for growth in high-value chemicals Ramp-up LCCP to full value, focusing on placing product from our new Ziegler and Guerbet units and execute partnering for Base Chemicals assets Prepare for growth by prioritising research and development as well as innovation that furthers our unique chemistry and capabilities Maximise value from existing assets and pursue organic growth of integrated value chains Pursue small mergers and acquisitions and partnerships that complement our expertise in advanced materials and performance solutions Position to our preferred portfolio as leader in essential care chemicals, leading advanced materials player as well as specialty chemicals player in select markets Optimise existing assets Grow specialty chemicals in differentiated markets ESG focus areas Guide plastics waste management, educate consumers on use of plastics, and collect to reduce, recycle and re-use Strategic focus areas for the immediate term to 2022 Strategic focus areas for the medium term to 2025 Key cost drivers Key revenue drivers Key environmental, social and governance (ESG) considerations
Driving performance and sustainable delivery Chemicals Base Chemicals markets commodity chemicals from our upstream Fischer-Tropsch (FT) ethylene and propylene value chains. Performance Chemicals markets commodity and differentiated chemicals including organics, advanced materials and wax value chains. visible in our advanced materials portfolio which benefitted from higher sales of green coke (carbon) and in our wax division with higher hard wax sales supported by a competitors unplanned outage. Sales of organics and other parts of advanced materials were impacted by the lockdowns, especially in end-market segments such as automotive, energy and construction, partly offset by the stronger demand seen in detergent and cleaning products. LBIT in the prior year of R7,0 billion increased by R17,5 billion to R24,5 billion mainly due to higher impairments recognised during the year (R27,7 billion) compared to R13,1 billion in the prior year, the COVID-19 impact on an already soft global economic environment and losses attributable to the LCCP while in the ramp-up phase. Our South African wax business recognised an impairment of R4,6 billion mainly due to higher gas feedstock cost outlook deriving from increased long-term gas purchase prices. Our Eurasian wax businesses recognised an impairment of R2,8 billion mainly due to a lower wax selling price outlook and increased competition. An impairment of R19,6 billion (US$1,1 billion) has been recognised on the assets within Sasol Chemicals USA which have been classified as held for sale. Base Chemicals Base Chemicals sales volumes increased 19% largely as a result of the LLDPE plant achieving beneficial operation in February 2019 and the new ethane cracker achieving BO in August 2019. The Base Chemicals foundation business (excluding Polymers US products) sales volumes for 2020 were 3% below the prior year mainly as a result of lower last quarter 2020 sales. The fourth quarter of 2020 sales were significantly impacted by the COVID-19 pandemic resulting in lower market demand and associated lower SSO production rates. Base Chemicals average sales basket price for 2020 decreased by 18% compared to prior year putting downward pressure on margins. Softer commodity chemical prices were experienced across most of our sales regions and products, largely attributable to weaker global demand, increased global capacity, particularly for polymers and more recently in the last quarter of 2020 the low oil price environment and COVID-19. As a result of lower prices offset by a weaker rand exchange rate, losses attributable to the LCCP while in the ramp-up phase and impairments of R71,3 billion, LBIT for the year of R70,8 billion increased by R69,4 billion compared to the prior year. Impairments were recognised within both the South African and US integrated value chains. The impairments in South Africa were equal to R18,1 billion and recognised across a number of cash generating units mainly attributable to softer international sales prices in the short to medium term and higher costs associated with feedstocks and utilities. In US, impairments of R53,2 billion (US$3,1 billion) has been recognised on the assets within Sasol Chemicals USA which have been classified as held for sale, reducing the carrying value to its fair value less cost to sell. Performance summary Operations Production volumes from our North American Operations increased by more than 100% following the start-up of the LCCP ethane cracker in August 2019 and the ethoxylates (ETO) expansion units in January 2020. In addition, the Ziegler and Guerbet alcohols units reached beneficial operation (BO) in June 2020. The cracker produced at an average rate of above 80% of nameplate capacity in the fourth quarter while the linear low-density polyethylene (LLDPE) unit produced at nameplate capacity during the same time. COVID-19 did however impact production at our Terranova and Nanjing facilities, with both units temporarily shut down. Performance Chemicals Sales volumes increased by 8% as the LCCP EO/EG plant produced as planned while the new LCCP ETO unit ramped up smoothly, facing robust demand. The increased volumes were especially Performance Chemicals Base Chemicals (Loss)/Earnings before interest and tax (LBIT)/EBIT) 10000 (Loss)/Earnings before interest and tax (LBIT)/EBIT) 10000 Turnover 80000 70000 60000 50000 40000 30000 20000 10000 0 Turnover 60000 918 0 (10000) (20000) (30000) (40000) (50000) (60000) (70000) (80000) 5000 0 (5000) (10000) (15000) (20000) (25000) 50000 40000 30000 20000 10000 0 18 19 20 18 19 20 18 19 20 18 19 20 Rand million Rand million Rand million Rand million 51 868 48 113 43 269 67 389 68 333 63 986 (1 431) (70 804) 7 853 (7 040) (24 455) Salient features Robust volume performance despite soft macroeconomics and headwinds from COVID-19 impacting the global economy Safety performance deteriorated with two tragic fatalities Declared beneficial operation on the ethane cracker, ethoxylate expansion, Ziegler and Guerbet alcohol units in Lake Charles Supported South Africa in its fight against the spread of the COVID-19 pandemic by developing a unique alcohol-based chemical blend and partnering with other organisations to produce and distribute hand sanitisers within South Africa and Mozambique Continued to progress on execution of plastics sustainability work including reducing waste at our Sasol sites, introducing KwaZulu-Natal waste management concepts, concluding the PACKA-CHING recycling partnership and supporting various clean-up campaigns Made excellent progress on digital initiatives such as use of data analytics for improved process efficiency, joining the new Knowde online marketplace and continuing the roll out of our customer relationship management tool
Safety update We recorded two tragic work-related fatalities in the year, one at Sasolburg and the other at Secunda operations, despite our commitment to zero harm. We undertook a holistic review of our safety approach and established a fatality and high-severity injuries elimination task force to develop processes and systems aligned with our safety focus areas. Impact of COVID-19 and response Lockdown restrictions, temporary shutdowns and reduced run-rates impacted production, however we ensured reliable supply to the market by shifting production to other sites where possible, reducing inventory and continually moving our product to storage facilities close to customers. Where necessary, we also introduced different channels to market, including selling to large distributors to manage logistics bottlenecks. Throughout, we remained close to our customers while seamlessly transitioning our employees to safely working from home, without disrupting our value chains. Demand for various products changed depending on the application and geographic location: demand was lower for polymers (e.g. construction industry) and explosives (e.g. non-coal mine closures) while demand for solvents remained strong especially for pure alcohols sold into the hygiene market. In US, lower oil production in the US shale basins led to higher ethane prices, negatively impacting ethylene costs and associated downstream margins. Through it all, the value of a balanced product portfolio and global sales presence was reinforced. The additional alumina capacity from the unit will enable Sasol to supply the increasing market demand for tailor-made, high purity alumina products used in a variety of market applications such as catalysts, coatings, ceramics and abrasives. The new Guerbet unit is Sasols second the other one is in Brunsbüttel, Germany. Having a Guerbet alcohol production site in Europe and in North America is a key competitive advantage as it provides our customers with expanded access to a more efficient global supply chain. Other ways in which we delivered on our strategic objectives included the transfer of our explosives business as a going concern to a new joint venture with Enaex S.A.. This was part of our partnering and accelerated asset divestiture programme. We also continued to identify areas of growth and innovation in key end-markets where we have industry-leading technologies, competitive feedstocks and market applications. In addition, we progressed various plastics sustainability efforts across our sites and geographies. Delivering on our strategic objectives 2020 was a significant year for our Chemicals portfolio, which reached important milestones at the LCCP. Our world-scale 1,5 million ton per year ethane cracker we had commissioned five of the six downstream chemical units. The start-up of the Ziegler and Guerbet units in June brought the online capacity of the LCCPs specialty chemicals units to 100% and the LCCPs total online nameplate capacity to 86%. Only the LDPE plant still needs start-up with BO expected in the second half of calendar year 2020. The Ziegler unit is an extension of the existing Ziegler plant in Lake Charles and is the largest of its kind in the world, strengthening Sasols significant economies of scale and leveraging our deep technical and operating experience. Looking ahead Expect the negative impact of COVID-19 on demand, prices and value chains to continue in automotive, energy and construction markets, but this should be partly offset by stronger demand in the markets for detergents, cleaning and hygiene products. Focus on ramping-up the new LCCP Ziegler and Guerbet units and placing all product in the market, as well as starting-up the LCCPs LDPE unit, supporting sales. Streamline the business to drive efficiency and cost discipline, without losing focus on customer-centricity. Continue to prioritise growth and innovation initiatives, including digitalisation efforts, enhancing the customer experience and optimising decision-making across operations, planning, and marketing and sales. Deliver on our partnering and accelerated divestitures programme to unlock value and generate cash for growth in high-value chemicals.
Driving performance and sustainable delivery ENERGY AT A GLANCE Maurice Radebe EVP Energy Business and safety, health and environment* Kingenberg Energy ations * Retire on 30 September 2020. Overview on securing low-cost and lower-carbon feedstock; implementing renewables are key, as are driving higher margins and improving our consumer competitive advantages: quality assets with accessPerformance off-taker of gas in South Africa and a respected and Base Chemicals: 27% feedstock sourced from Mining and Gas and We also have associated assets outside South Operations Energy operates an integrated value chain, with processed at our operations in Secunda and Sasolburg: Secunda Operations Sasolburg Operations Natref Africa. These include the Petroleum Production Agreement (PPA) in Mozambique, ORYX GTL in Qatar and the 175MW Central Térmica de Ressano Garcia power plant in Mozambique. Electricity Liquid fuels Gas Mining Energy Operating in Southern Africa, Energy is focused Energy Business contribution maintaining safe and reliable operations; and supplying sustainable energy and chemical products Turnover in the region. Here we will improve the economic value and cost competitiveness of our assets and reduce the greenhouse gas (GHG) footprint of our facilities. Securing affordable gas supply and Energy: 35% E&PI Gas: 1% brand in retail fuels. This business has a number of 3673%% Mining: 1% to affordable feedstock, the largest producer and Chemicals: 36% strong Southern African fuels brand.
Liquid fuel products: The Basic Fuel Price (crude oil prices, differentials and the rand/ dollar exchange rate), the refining margin as well as wholesale, commercial and retail marketing margins. Gas: In Mozambique, demand from within Sasol as well as from external customers. In Gabon and Canada, volumes are limited by available wells. In South Africa, revenue is driven by the value of gas relative to other energy sources (electricity, coal, and diesel) and transmission and distribution tariffs earned from Sasol gas-owned infrastructure. Electricity: All electricity generated by the Central Termica de Ressano Garcias 175MW plant is sold to Mozambican state-owned EDM under a long-term agreement. Coal: Demand from internal and external customers, including for seaborne thermal coal. Fuel products: The cost of crude oil, coal and gas. The cost of gas fluctuates with crude oil prices and the rand/dollar exchange rate. Gas: Operational cost of Sasols producing assets as well as labour and maintenance. Exchange rates play a significant role as more than 60% of the cost of gas is in foreign currency translated to rand for reporting purposes. Development related to securing new gas supplies. Electricity: Cost of crude oil, coal, gas and renewables. Coal: Levels of productivity, safety and maintenance; inventory and requirement for external coal purchases. Safety. Promoting diversity, transformation and social upliftment. Contributing to fenceline communities, including through employment and supplier development. Reducing GHG emissions. Complying with atmospheric emission targets. Improving energy efficiency. Meeting water-use efficiency targets. Maintaining highest levels of governance. Advancing our strategy in phases Strategic objectives Maximise gas supply from Mozambique with partners; develop resources and pursue exploration opportunities Increase value of liquid fuels: shift volumes to higher-yielding products and markets, pursue organic retail growth, improve the value proposition to commercial customers Identify and develop alternative sources of low-cost gas Increase value of liquid fuels: shift volumes to higher yielding products and markets, pursue organic retail growth and improve the value proposition to commercial customers Secure affordable supply of gas; grow a profitable gas portfolio in Southern Africa and secure commercially sustainable gas with potential options being the import of LNG, a gas pipeline from Rovuma Basin to South Africa or a combination thereof Enable a cleaner environment by pursuing initiatives such as an optimal clean fuels solution, reducing sulphur content in fuel oil and reducing scope 3 emissions Develop the Southern Africa gas market, including through gas-to-power Promote renewable solar photovoltaic and wind power Increase liquid fuels marketing margins Maximise value of Southern Africa gas Pursue select gas-to-power opportunities Respond to changing environmental and clean fuels landscape ESG focus areas Contribute to economic growth Safety Reduce GHG emissions Comply with atmospheric emission targets Strategic focus areas for the immediate term to 2022 Strategic focus areas for the medium term to 2025 Key cost drivers Key revenue drivers Key environmental, social and governance (ESG) considerations
Driving performance and sustainable delivery ENERGY AT A GLANCE Maurice Radebe EVP Energy Business and safety, health and environment* Kingenberg Energy ations * Retire on 30 September 2020. Overview on securing low-cost and lower-carbon feedstock; implementing renewables are key, as are driving higher margins and improving our consumer competitive advantages: quality assets with accessPerformance off-taker of gas in South Africa and a respected and Base Chemicals: 27% feedstock sourced from Mining and Gas and We also have associated assets outside South Operations Energy operates an integrated value chain, with processed at our operations in Secunda and Sasolburg: Secunda Operations Sasolburg Operations Natref Africa. These include the Petroleum Production Agreement (PPA) in Mozambique, ORYX GTL in Qatar and the 175MW Central Térmica de Ressano Garcia power plant in Mozambique. Electricity Liquid fuels Gas Mining Energy Operating in Southern Africa, Energy is focused Energy Business contribution maintaining safe and reliable operations; and supplying sustainable energy and chemical products Turnover in the region. Here we will improve the economic value and cost competitiveness of our assets and reduce the greenhouse gas (GHG) footprint of our facilities. Securing affordable gas supply and Energy: 35% E&PI Gas: 1% brand in retail fuels. This business has a number of 3673%% Mining: 1% to affordable feedstock, the largest producer and Chemicals: 36% strong Southern African fuels brand.
Sourcing of upstream gas Gas is central to our revised strategy. By securing affordable gas feedstock, we aim to reduce our GHG footprint and supply sustainable lower-carbon products in Southern Africa Impact of COVID-19 and response Volumes Our production volumes were negatively impacted by COVID-19 in Mozambique. Production volumes 25 21,2 20,8 20,4 20 15 10 5 0 Mozambique Canada Gabon 18 19 20 Travel restrictions under the COVID-19 regulations led to a suspension of our Mozambique drilling campaign in March 2020. By implementing a rigorous business continuity plan and strict hygiene protocols, our production facilities in Mozambique and Gabon continued to operate. By year-end, one employee had been infected with COVID-19. In support of the government of Mozambiques fight against the pandemic we donated 60 000 litres of hand sanitiser as well as 500 000 litres of fuel for emergency vehicles in Inhambane. Earnings of producing assets 2 393 2500 2000 1500 1000 500 0 (500) (1000) (1500) (2000) (2500) (3000) (3500) (4000) 1 550 Adopting a gas-centric strategy in Southern Africa As supply from our existing gas reserves start to decline from financial year 2024, we are investigating options to optimise current Southern Mozambique upstream assets as well as secure new affordable gas supplies such as importing LNG in the transition towards securing more pipeline gas from Mozambique. With our upstream exploration and development efforts focused on southern Mozambique gas supply in line with the revised strategy, we have decided to no longer pursue oil growth in West Africa. This supports our need for a more sustainable portfolio, focused on core activities and with lower emissions. 1 197 206 483 (3 582) Canada (3 683) Total Mozambique Gabon 18 19 20 Securing gas for our operations from 2024+ Our new alternative gas supply team got to work to understand alternative gas supply options for our markets and operations in Southern Africa to address the forecast decline in production from our fields in Mozambique from the 2024 financial year which informed the development of the Groups revised gas-centric strategy. On the demand side, within Sasol, our teams carried out extensive work on the potential conversion of Secunda Synfuels Operations to use more gas as feedstock,in line with our emission-reduction framework, including a 10% reduction in GHG emissions by 2030 and further reductions up to 2050. We also considered the potential external gas demand outlook for among others industrial transportation and power generation in South Africa. Commenced drilling campaign in southern Mozambique to drill new infill wells, repair existing ones and plug and abandon wells that are considered unsafe or which had reached the end of their economic lives. COVID-19 lockdown restrictions led to a temporary suspension of the campaign, which will restart during the first half of the new year when these restrictions are lifted Completed seismic data acquisition of the PT5-C block in southern Mozambique, early indications are encouraging for potential new gas discoveries that can be quickly and easily tied back to our existing production plant Submitted field development plan for Production Sharing Agreement (PSA) licence to the government of Mozambique, progressing our plans to augment our current gas supplies Established a new dedicated team to confirm alternative gas supply options and initiated engagements with key private and public sector stakeholders to enable growth of the Southern Africa gas delivery system. Focusing on securing affordable additional gas supply through development of cost-effective gas import infrastructure (LNG importation and/or gas supply from Rovuma via pipeline), promoting stakeholder alignment and regional gas cooperation, promoting larger gas utilisation anchored on new gas to power facilities, proposing and maintaining an enabling regulatory framework and promoting development of cost-effective gas import infrastructure Worked extensively on the potential conversion of Secunda Synfuels Operations to facilitate greater use of natural gas in its processes Actively pursued the divestment of assets that are not aligned with our updated strategy Million BOE Rand million Looking ahead Develop a detailed business and execution plan for affordable gas supply options Continue external engagement with potential gas import infrastructure developers and gas suppliers to promote higher utilisation of gas, and the government of Mozambique and South Africa Progress front-end engineering and design for third tranche of infill wells in the Petroleum Production Agreement (PPA) licence area, extending current gas supply Continue to engage with government of Mozambique on the PSA field development plan Take final investment decision on the integrated PSA project and begin its execution Restart Mozambique drilling campaign once COVID-19 restrictions are eased Complete data processing on PT5-C block onshore Mozambique, providing first estimate of gas potential Deliver on development agreement targets for the fenceline communities in Mozambique Progressing our strategic objectives in 2020 1 970 155 (192) (889) (2 747) 3,3 2,8 2,7 1,1 1,2 1,3 Salient features Strong safety performance, with RCR of 0,14 EBIT increased more than 100% to R1,2 billion due to lower asset retirement obligation cost, lower depreciation and increased volumes from Gabon offset by lower prices and lower gas off-take in Mozambique as a result of the spread of COVID-19 Social investment of R110,2 million in Mozambique, including restoration of Inhambane ferryboat damaged in Cyclone Dineo and repair of a key national road Delivered three successful development wells in Etame Marin Permit asset in Gabon, increasing production from 12 000 bpd to 20 000 bpd, exceeding expectations Completed and submitted PSA field development plan, paving the way to securing additional gas to our value chain and delivering good returns on this integrated gas, LPG and oil development
Driving performance and sustainable delivery Energy liquid fuels and gas marketing In Southern Africa, the Energy Business markets and sells liquid fuels, pipeline gas and electricity. Internationally, we manage Sasols gas-to liquids (GTL) investment in Qatar. NERSA matter We submitted comments to the National Energy Regulator of South Africa (NERSA) on the possible approaches it may take to establish a new methodology to determine maximum gas prices. We also participated in public hearings. These followed the decision in 2019 by the Constitutional Court that overturned NERSAs price methodology, in place since 2014. The contractual agreements with Sasol Gas customers remain in place until a new framework is approved. However, the implementation of a new NERSA-approved maximum gas price which would apply retrospectively from March 2014 could have a material adverse effect on our business. Safety update Regretfully we recorded one tragic work-related fatality at Secunda Synfuels Operations, despite our commitment to zero harm. Our recordable case rate (RCR) improved to 0,10 for the year. The fires, explosions and releases severity rate (FER-SR) improved by 15% to 6,0 compared to 7,1 in the prior period. Performance summary Operations Total liquid fuels and chemical production volumes at SSO decreased compared to the prior year due to reduced liquid fuels and product demand during the last quarter of the year. During this time, SSO successfully completed certain maintenance activities, which allowed for the postponement of the September 2020 shutdown. Natref production was 22% lower compared to the prior year, mainly due to the temporary suspension of production with effect from 9 April 2020 resulting from the decrease in fuel demand in South Africa. Energy Liquid fuels and natural gas sales volumes decreased by 12% and 8% respectively due to lower market demand resulting from the decline in the South African economy and the impact of the COVID-19 lockdown. Liquid fuels sales volumes of 52,7 million barrels exceeded the previous market guidance of approximately 50 to 51 million barrels due to a quicker recovery in fuel demand as a result of the earlier than anticipated easing of the lockdown regulations. We recorded a loss before interest and tax (LBIT) of R6,7 billion for the year which is R23,2 billion lower compared to the prior year EBIT of R16,6 billion. Our gross margin percentage decreased from 43% to 38% mainly due to lower average Brent crude oil prices, lower sales volumes resulting from the impact of the extended COVID-19 lockdown, a weak Southern African economic performance and lower refining margins which was partially offset by the impact of a weaker rand/US dollar exchange rate. Cash fixed cost were 1% below inflation due to focused management actions. We recognised an impairment of R3,8 billion related to our Synref cash generating unit (CGU) mainly due to a significant decrease in our crude oil prices outlook for the short to medium term, an increase in the weighted average cost of capital (WACC) rate and gas feedstock cost due to increased prices. For our Sasref CGU an impairment of R8,6 billion was recognised mainly due to lower assumed refining margins over the longer term and a loss in margin as a result of structural change where fuel components previously provided through to the Sasref CGU will be utilised within the Synref CGU. ORYX GTL contributed R338 million to EBIT, a R793 million decrease from R1 131 million the prior year and achieved a utilisation rate of 57% due to the extended shutdown. Train 1 resumed operation at the beginning of June 2020 and is currently in stable operation. Inspection work performed at the start of the train 2 shutdown in January 2020 resulted in an extension of the required shutdown duration, therefore we expect train 2 to be back in operation during the second quarter of 2021. Retail convenience centres Liquid fuels sales (Loss)/Earnings before interest and tax (LBIT)/EBIT) 20 000 420 65 15 000 52 315 10 000 39 210 5 000 26 0 105 13 (5 000) 0 0 (10 000) 18 19 20 18 19 20 18 19 20 Number mmbbl Rand billion 16 566 14 081 (6 678) 58,7 60,0 52,7 399 410 409 Salient features Opened five new retail convenience centres Progressed our efforts to develop a cost-effective solution to meet new clean fuels requirements Advanced our renewable energy activities - issued a request for information from potential bidders to supply 600MW of renewable energy to our Secunda facilities Unprecedented drop in demand for liquid fuels due to COVID-19 required drastic measures Engaged with NERSA on methodology for maximum gas prices Reported LBIT of R6,7 billion from 2019s EBIT of R16,6 billion ORYX GTL capacity utilisation declined to 57% after extended shutdown Disposed of our indirect equity investment in Escravos GTL
Impact of COVID-19 and response We moved swiftly to address the dramatic impact of COVID-19 on liquid fuels demand by suspending production in early April at our Natref joint venture and by reducing the production of Secunda Synfuels Operations (SSO) by 25%. In June we restarted Natref production and ramped-up SSO to full capacity. Delivering on our strategic objectives During the year, we opened five new retail convenience centres (RCCs) in South Africa. This is despite challenging market conditions due to increasing prices and reduced petrol demand. Sasol remains one of the strongest retail fuels brands in South Africa, supported by our advertising campaign This is GlugGlug®. We marketed a third of Sasol fuels' production through our own retail outlets and commercial channels, benefitting from the wider associated margins. We are reviewing our customer offering and evaluating the impact of COVID-19 on consumer behaviour as well as advanced mobility. We made significant progress in developing a cost-effective solution to meet new market and regulatory requirements for cleaner fuels from SSO and started work on the first of numerous projects. We are confident that we will be ready for the cleaner fuel specifications at a cost that is acceptable to all of our shareholders. We are also reshaping our portfolio. In 2017, Sasol announced that it will not be investing in new gas-to-liquid greenfield projects therefore, we have disposed of our indirect equity interest in the Escravos GTL facility. In July 2020 we signed an exclusive negotiation agreement with Air Liquide for the sale of our 16 air separation units, including the cooling tower linked to the train 16, located in Secunda, the proceeds will total approximately R8,5 billion. Looking ahead Progress organic retail growth by opening ten new retail sites in 2021 Improve retail offering with greater focus on customer needs, advanced mobility solutions and leveraging our infrastructure Ensure reliable supply to our customers in line with increasing demand as lockdown restrictions are eased Increase value proposition to commercial customers by offering fit-for-purpose, targeted segmental solutions Respond and manage implications of NERSA decisions on Sasol Gas prices and trading margin Advance the procurement of 600 MW of renewable energy Execute Clean Fuels 2 and octane solutions for Secunda and Natref facilities, within cash flow constraints Maximise value from Southern African gas business
Governance and rewards GOVERNANCE OVERVIEW Board of Directors The Board steers and sets the direction of the Group and brings independent, informed and effective judgement and leadership to bear on material discussions and decisions reserved for the Board, while ensuring that strategy, risk, performance and sustainable development considerations are effectively integrated and appropriately balanced. It ensures that Sasol capitalises on its opportunities as an ethical, decisive and responsible corporate citizen and embraces and promotes value-creating governance through a deliberate and structured approach. Board agenda: Board meetings take place at least quarterly, and more regularly as needed. For the reporting period, the Board held its quarterly meetings, and an additional 12 special meetings. The Board uses its meetings to discharge its governance and regulatory responsibilities. Meeting agendas are formal, follow a tailored work-plan agreed ahead of each meeting by the Chairman, President and Chief Executive Officer and the Company Secretary, with input from Board Committee Chairmen as appropriate. Meeting agendas comprise management reports on operational and financial performance, matters of strategic risk and opportunity, Group governance, compliance and legal matters, and matters otherwise reserved for Board decision-making. The Board is satisfied that it has fulfilled its responsibilities in accordance with its Board Charter for the reporting period. Board Charter The Board Charter (the Charter) provides for the roles, responsibilities, functions and powers of the Board, individual directors and the officials and executives of Sasol. The Charter further addresses the powers delegated to various Board Committees and the relevant principles of the Groups limits and delegations of authority and matters reserved for final decision-making or pre-approval by the Board. The Charter describe the policies and practices of the Board in respect of matters such as corporate governance, trading by Directors in the securities of the Company, declarations and conflicts of interest, Board meeting documentation and procedures, composition of the Board and the nomination, appointment, induction, training and evaluation of Directors and members of Board Committees. + Attendance record S Nkosi 88% ^ * S Westwell 94% #* MJ Cuambe 94% * GMB Kennealy 94% * NNA Matyumza 94 % * ZM Mkhize 94% * ^ Illness # Family bereavement * Special Board meetings, other than quarterly meetings Company Secretary Ms MML Mokoka was appointed as the Company Secretary of Sasol Limited effective 1 November 2019. The decision to appoint or remove the Company Secretary is a Board decision. The Board was satisfied that Ms Mokoka holds the requisite knowledge and experience to fulfil the duties of Company Secretary. The Company Secretary provides a central source of guidance and support to the Board and within the Company on matters of good governance and changes in legislation. The Board is aware of the duties of the Company Secretary and empowers her to fulfil those duties. As gatekeeper of good governance, the Company Secretary maintains an arms length relationship with the Board and its Directors as far as is reasonably possible. Board Committees The Board delegates certain responsibilities to well-structured Board Committees without abdicating accountability. The delegation is formal in terms of Board-approved Terms of Reference for each Committee underpinned by the Memorandum of Incorporation and the Board Charter. The Board appoints the members for the skills required to effectively provide strategic direction to the Sasol Group, as well as monitor and oversee the activities of the Group. The Board receives reports and minutes of each Committee meeting. The Board has established a framework for the delegation of authority to the President and Chief Executive Officer, which also sets out the material decisions in respect of which it has reserved the decision-making authority as the Board of the ultimate holding Company of the Group. The composition, mandate and performance of the various Board Committees are reviewed at least annually, and contribute to the effective discharge of the Boards duties and responsibilities to grow and protect value for our stakeholders. During the period under review, the Board formed two new Sub-Committees, the Gearing Sub-Committee and a Sub-Committee to consider Non-Binding Offers, and to deal with balance sheet management and asset disposals respectively. Number of Board Attendance meetings: record: + 1697%
Governance framework *The Board, at its meeting on 22 May 2020, resolved to dissolve the Digital, Information Management and Hedging Committee (DIMH) and to allocate the DIMHs financial market risk management and hedging mandate to the Audit Committee, and the DIMHs digital and information management mandate to the Capital Investment Committee. Diversity Effective oversight and decision-making require a range of perspectives. The Board recognises and embraces the benefits of having a diverse Board, and is committed to ensuring a diverse and inclusive culture at Board level where Directors believe that their views are heard and their concerns are attended to free from bias, discrimination and harassment. Race, age and gender diversity, underpinned by the relevant skills as well as business, geographic and professional experience and background, enhance the composition of a truly diverse Board. All Board appointments are made on merit, having due regard for the benefits of diversity in its widest sense. In 2019 the Board set a target of 40% representation of women by 30 June 2022. This target was met early in 2020, with six women serving on the Board (40%), three of whom are Black. During May 2020, the Board confirmed its 2019 race-diversity target for working towards, and then maintaining, a minimum representation of 50% Black Directors. Risk/Opportunities Control/Assurance Disclosures Number of South African Board members: 7 Non-Executive Directors 103 Executive Directors SASOL LIMITED SHAREHOLDERS SASOL LIMITED BOARD SASOL LIMITED BOARD COMMITTEES* STAKEHOLDERS Senior Vice Presidents SUBSIDIARIES | OPERATING MODEL ENTITIES | ASSOCIATIONS | JOINT VENTURES | FOUNDATIONS PRESIDENT AND CHIEF EXECUTIVE OFFICER (CEO) GROUP EXECUTIVE COMMITTEE (GEC) Assurance and Safety Investmentand Stakeholder Committee EXECUTIVE VICE PRESIDENTS (EVPs) Disclosure Working Group Mandating Committees Transformation | Sanctions Compliance | DIMH* Steering Committees LCCP | Gate 1 | PSA GEC Sub-Committees Combined Policy, Sustainability Disclosure CommitteeCommitteeRelations Committee Investment Capital Committee Safety, Social and Ethics Committee Nomination and Governance Committee Remuneration Committee Audit Committee
Governance and rewards GOVERNANCE OVERVIEW (continued) Board Committees and their work in 2020 Governance Committee Chairman C Beggs Chairman SA Nkosi# Chairman MBN Dube Committee in November 2019 and May 2020. of our high-severity incident (HSI the Board, Directors, Board executive Director, which President and CEO. other commitments and their Limited Directors. programmes. Link to material matter Committee focus in 2020 Maximising value from foundation business Eliminating Advancing fatalities and sustainability improving our culture Review of governance framework, delegations, Charters and terms of reference. Establishment of Gearing Sub-Asset Disposal Sub-Committee in Methodology for evaluating Committees and the Company Secretary. Appointment of a new Non-improved the Boards gender diversity, and the appointment of a new Lead Independent Director. Executive succession planning and appointments, including of new Review of tenure of Directors, composition of Board Committees, skills matrix and categories of Directors as well as Directors annual declarations of interest. Rotation and retirement of Sasol Directors induction and training Sasols safety performance, including six fatalities. In particular, we considered the safety performance at Mining and at operations in Mozambique. Reviews conducted to determine the maturity and effectiveness programme. Quarterly review of Sasols management of sustainability issues. Developed emission-reduction roadmap to support our 2030 target for South African operations. Transforming Sasols culture. Our response to COVID-19. Sasols impact in Mozambique. Our position on the sustainability of plastics. Business and human rights in Sasol. Review of Climate Change and Sustainability Report Supports the Board with the governance of ethics. Sasols funding plan and securing flexibility with lenders on financial covenants. Decision to pass the interim and final dividend. Appointment of an international external advisor to the Board on balance sheet management during peak gearing, the Group's funding plan, risks related to going concern, the timing and successful execution of asset disposal transactions to ensure that the debt covenants are met as well as the credibility of the comprehensive response plan presented by management. Gearing Sub-Committee met four times. Quarterly financial statements; forecasts; budget; and solvency and liquidity and going concern assessments. External auditors audit plan, reports and fees. Sasol Assurance Services plan, reports and resources Our suite of reports. Maximising Optimising value from our foundationportfolio business Members M Flöel MEK Nkeli PJ Robertson S Westwell # Chairman of Sasol Limited, effective 27 November 2019 Number of meetings: Attendance 5 96% Members C BeggsZM Mkhize MJ CuambeMEK Nkeli FR Grobler* S Westwell VD Kahla* * Appointed effective 1 November 2019 Number of meetings: Attendance 6 100% Members KC Harper% GMB Kennealy NNA Matyumza S Westwell % Appointed effective 1 April 2020 Number of meetings: Attendance 5 100% Nomination and Safety, Social and Ethics Committee Audit Committee
Chairman MEK Nkeli Chairman S Westwell Chairman PJ Robertson Members MJ Cuambe MBN Dube M Flöel FR Grobler* Members C Beggs FR Grobler* VD Kahla* * Appointed effective 1 November 2019 * Appointed effective 1 November 2019 for LDPE unit. Groups asset review. Asset Disposal year and ensured that assets were Mozambique projects and strategic large-scale natural gas import excellence programme. Managing market volatility and self-help actions Optimising our portfolio Managing market volatility and self-help actions Number of meetings: Attendance 5 97% Tracking the cost and schedule of the LCCP. Achieved all the beneficial operation dates and cost estimates as published in October 2019, except Monitoring the LCCP assurance reports. Divestments and updates on the Sub-Committee met twice in the sold at value. Monitoring of progress of approaches to developing opportunities for South Africa. The Groups capital project Number of meetings: Attendance 4 100% Considered Sasols cyber security as well as new technologies, information management, digital intervention and related IT controls Provided direction and monitored Sasols financial market risk management (hedging) policy, mandates and execution. ^ Committee dissolved from 2021. The responsibilities of this committee have been reallocated to the appropriate Board committees. Members SA Nkosi# M Flöel NNA Matyumza PJ Robertson # Chairman of Sasol Limited, effective 27 November 2019 Number of meetings: Attendance 5 96% Review short-term and long-term incentive plan targets and design principles to ensure ongoing relevance. Recommended the severance package details for the previous Joint presidents and Chief Executive Officers (CEOs) and the appointment package details of the new President and CEO and new Executive Vice Presidents. Approved special retention plan in the absence of not paying short-term incentives (STIs) in 2019. Approved employee self-help measures including salary sacrifice, pension contribution sacrifice, no increases and STIs in 2020. Approved an approach for pay ratio reviews. Virtual roadshows and engagements with majority of investors to determine the reasons for dissenting votes on the 2019 Implementation Report. Recommended minimum shareholding requirements for Directors. Review status of healthcare and retirement plans in the Group. Review people retention risks and approved mitigating plans. Remuneration for Executive and Non-executive Directors. VD Kahla* GMB Kennealy PJ Robertson P Victor NNA Matyumza P Victor Capital Investment Committee Remuneration Committee Digital, Information Management and Hedging Committee^
1. INTRODUCTION
1.1 This Board Charter is subject to the provisions of the South African Companies Act, 71 of 2008, (the Companies Act), the Companys Memorandum of Incorporation (MOI) and any other applicable law or regulatory provision. This charter does not replace or amend the MOI in any way whatsoever. References to the male gender are intended to equally reflect as references to the female gender.
2. PURPOSE OF THE BOARD CHARTER
2.1 The purpose of the Board Charter is to provide a concise overview of:
2.1.1 the roles, responsibilities, functions and powers of the Sasol Limited Board (the Board), individual directors and the officials and executives of the Company;
2.1.2 the powers delegated to various Board committees of the Company;
2.1.3 relevant principles of the Companys limits and delegations of authority and matters reserved for final decision-making or pre-approval by the Board; and
2.1.4 the policies and practices of the Board in respect of matters such as corporate governance, trading by directors in the securities of the Company, declarations and conflicts of interest, Board meeting documentation and procedures, composition of the Board and the nomination, appointment, induction, training and evaluation of directors and members of Board committees.
3 THE BOARD, OTHER ORGANS OF THE COMPANY AND COMPANY OFFICIALS
3.1 The Shareholders
3.1.1 Matters reserved for decision-making by the shareholders of the Company are set out in the MOI(1) and the Companies Act.
3.1.2 A matter reserved for decision-making by the shareholders is considered by the Board before it is recommended to the shareholders for decision-making. The Board will, where appropriate, provide the shareholders with its recommendation and the relevant material information in respect of resolutions proposed for shareholder approval.
3.1.3 It is the policy of the Company to accurately disclose company information to shareholders and potential investors in such a way that the shareholders are apprised of all material aspects of the business of the Company and its direct and indirect subsidiaries (Group companies).
(1) See attachment 9 for a copy of the MOI adopted by shareholders on 30 November 2012 and as amended by subsequent special resolutions
3.1.4 Directors and executive management are expected to attend shareholders meetings. The Chairmen of all Board committees are expected to be available at the Companys annual general meeting to respond to relevant questions or queries.
3.1.5 Proceedings at meetings of shareholders are governed by the provisions of the Companies Act and the MOI.
3.2 The Board
3.2.2 General powers of the Board
3.2.2.1 The role, function and powers of the Board, its members and its committees as well as its relationship vis-à-vis other organs of the Company and its direct and indirect subsidiaries and joint ventures are determined by law, the MOI of the Company, agreements such as shareholders agreements (where relevant), corporate governance best practices and decisions and policies of the Board.
3.2.2.2 The Board is responsible for steering the Company and setting its strategic direction(2). In managing or directing the affairs of the Company the Board has authority to exercise all of the powers and perform any of the functions of the Company except to the extent that the Companies Act or MOI provide otherwise(3).
3.2.2.3 The Board accordingly has the power to make any decision in respect of the Company which has not been specifically reserved for decision-making by the shareholders. This power includes the power to exercise the rights as direct or indirect shareholder of Group companies.
3.2.2.4 The Board exercises its powers responsibly:
a. in the best interests of the Company with due regard to the interest of stakeholders of the Company; and
b. in compliance with the requirements of applicable laws and adopted, non-binding rules, codes and standards, and the listings requirements of the stock exchanges on which the securities of the Company are listed, principles of sound corporate governance and Board policies and procedures.
3.2.3 The role, functions and responsibilities of the Board
3.2.3.1 Within the powers conferred upon the Board by the MOI and the Companies Act, the Board has determined its main function and responsibility as being to add significant value to the Company by:
(2) King IV Report on Corporate Governance for South Africa 2016 (King IV)
(3) Section 66 Companies Act and paragraph 26.1 of the MOI
a. Retaining full and effective control over the Company and providing effective and ethical leadership in the best interest of the Company;
b. Informing and setting the strategic direction of the Company and ensuring that strategy, risk, compliance performance and sustainability considerations are effectively integrated and appropriately balanced;
c. Determining and setting the tone of the Company values including principles of ethical business practice, human rights considerations and the requirements of being a responsible corporate citizen, which includes assessing and responsibly responding to the negative consequences of the Companys activities and outputs on the triple context(4) in which it operates and the capitals(5) to which it applies;
d. Bringing independent, informed and effective judgment to bear on material decisions of the Company and Group companies including material Company and group policies, the group framework of delegated authorities, appointment and removal of the President and Chief Executive Officer (CEO(6)), approval of the appointment or removal of Group Executive Committee members, capital expenditure, material transactions and Company and consolidated group budgets;
e. Satisfying itself that the Company and Group companies are governed effectively in accordance with corporate governance best practices, appropriate and relevant non-binding industry rules, codes and standards and internal control systems to:
e.1 maximise returns sustainably;
e.2 safeguard the people, assets and reputation of the group; and
e.3 ensure an effective control environment and compliance with applicable laws, adopted, non-binding rules, codes and standards and regulations;
f. Monitoring and implementation by Group companies, Board committees and executive management of the Boards strategies, decisions, values and policies with a structured approach to governance, compliance, integrated reporting, risk management and combined assurance;
g. Ensuring that the Company has duly constituted, and effective Board committees as required by the Companies Act, MOI and
(4) Defined in King IV as the combined context of the economy, society and environment in which the Company operates
(5) Defined in King IV as the stocks of value on which all organisations depend for their success as inputs to their business model, and which are increased, decreased or transformed through the organisations business activities and outputs
(6) President and Chief Executive Officer appointed with effect from 1 November 2019. See para 3.5
recommended by best corporate governance practice that the Company chooses to apply;
h. Ensuring that there is an effective risk based internal audit;
i. Governing the disclosure control processes of the Company including ensuring the integrity of the Companys integrated report(7) and reporting on the effectiveness of the Companys system of internal controls;
j. Ensuring that disputes are resolved as effectively, efficiently and expeditiously as possible; and
k. Monitoring of the relationship between the Company and its stakeholders.
3.2.4 Matters reserved for decision-making by the Board
3.2.4.1 Without derogating in any way from the general powers of the Board(8), the Board from time to time determines, in terms of the governance framework and delegated authorities, which matters are:
a. reserved for final decision-making by the Board or Board committees; or
b. require the Boards or Board committees consent before a final decision is made.
3.2.4.2 With effect from 1 November 2019, the Board delegated authority, not expressly reserved for the Board, to the CEO(9), who shall liable and accountable to the Board, and obliged to report all material matters to the Board.
3.2.5 Composition of the Board, diversity policy, appointment, rotation and independence
3.2.5.1 The Board comprises a balance of executive and non-executive directors, with a majority of non-executive directors. A majority of the non-executive directors are independent. The Board should at all times be suitably constituted and do everything necessary to appropriately fulfill its role and responsibilities.
3.2.5.2 The Board may determine the number of directors on the Board at any time, subject to the proviso that the Board may comprise a maximum of sixteen (16) directors and a minimum of ten (10)
(7) King IV defines integrated reporting as a process founded on integrated thinking that results in a periodic integrated report by an organisation about value creation over time. It includes related communications regarding aspects of value creation. An integrated report could be a standalone report which connects the more detailed information I other reports.
(8) See 3.2.2 above and par 26.1 of the MOI
(9) President and Chief Executive Officer appointed with effect from 1 November 2019. See para 3.5
directors. A maximum of five (5) salaried employees of the Company may simultaneously hold the office of director(10).
3.2.5.3 The directors may elect a Chairman, Deputy Chairman and/ or Lead Independent Director and determine the period for which they are to hold office(11). In addition, the Board must appoint a Chief Executive Officer and an executive financial director(12).
3.2.5.4 The Board is empowered to fill vacancies on the Board(13).
3.2.5.5 Only individuals with sound ethical reputations and business or professional acumen and who have sufficient time to effectively fulfill their role as Board member, will be considered for appointment to the Board. In order to determine whether a director is over committed the following criteria, amongst others, will be considered:
a. If the director is not an executive office holder of any public company, he may hold the chairmanship of the Company as well as that of two other public listed companies.
b. Non-executive directors of the Company should not hold more than five (5) directorships of public listed companies.
c. If the director is an executive office holder (including an executive director) of a public company, he cannot hold any other directorships of a public listed company.
3.5.5.6 Should the Nomination and Governance Committee be of the view that a director is over committed, the Chairman will meet with that director to discuss the resolution of the matter to the satisfaction of the Committee.
3.5.5.7 Individuals with material enduring conflicts of interest with the Company or any Group company that cannot be reasonably managed by the normal methods of declaration of interests and temporary recusal from meetings will not be considered for appointment.
3.5.5.8 The Board recognises and embraces the benefits of having a diverse Board, appreciates that diversity at Board level is an essential component for sustaining a competitive advantage and is committed to ensuring a diverse and inclusive culture at Board level where directors believe that their views are heard, their concerns are attended to and they serve in an environment where bias, discrimination and harassment are not tolerated.
3.5.5.9 Race, age and gender diversity, underpinned by the relevant skills as well as business, geographic and academic experience and
(10) See par 22.1 of the MOI
(11) See par 29.4 of the MOI
(12) See par 26.3 of the MOI
(13) See par 22.4 of the MOI
background, enhance the composition of a truly diverse Board. All facets of diversity will be considered in determining the optimal composition of the Board. All Board appointments are made on merit, having due regard for the benefits of diversity, including race, age, gender, skills and experience, to enable the Board to be effective in the exercise of its responsibilities.
3.5.5.10 Directors are appointed through a formal process and the Nomination and Governance Committee assists with the process of identifying suitable candidates to be proposed to the Board and shareholders. The Nomination and Governance Committee also assists with the review of Board effectiveness, which includes, amongst others, its composition.
a. The Board composition should reflect:
(i) a majority of independent non-executive directors;
(ii) racial and gender diversity; and
(iii) diversity in respect of the relevant business, geographic and academic backgrounds.
b. In reviewing independence, the Nomination and Governance Committee considers the listings requirements of the Johannesburg Stock Exchange (JSE) and New York Stock Exchange (NYSE) as well as the Companies Act and King IV. In particular King IV provides that a director can be determined to be independent if, when judged from the perspective of a reasonable and informed third party, that the director has no interest, position, association or relationship which is likely to unduly influence or cause bias in decision-making in the best interests of the Company. In addition to the indicators to be considered to determine independence; friendships, and long-standing relationships, will also be considered to determine whether it may unduly influence the independence of a director.
c. In reviewing Board composition, the Nomination and Governance Committee will consider the benefits of all aspects of diversity in order to enable the Board to discharge its duties and responsibilities effectively.
d. In identifying suitable candidates for appointment to the Board, the Nomination and Governance Committee will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.
e. As part of the performance evaluation of the effectiveness of the Board, its committees and individual directors, the Nomination and Governance Committee will consider the balance of diversity
requirements and representation on the Board, including gender and other factors relevant to its effectiveness.
3.5.5.11 The Nomination and Governance Committee will annually review and agree measurable objectives for achieving diversity on the Board that are appropriate for the Company and recommend such objectives to the Board for adoption. Progress against these objectives will be disclosed in the annual corporate governance report.
3.5.5.12 Directors appointed by the Board, retire as directors at the first subsequent annual general meeting unless elected at such shareholder meeting(14). At least one third of incumbent directors retire by rotation at each annual general meeting and is eligible for re-election, unless shareholders have nominated additional candidates for election. A director that has held office for a period of five (5) years since his last election, which election took place prior to 25 November 2016, or if he has held office for a period of nine (9) years since his first election, which election took place on or after 25 November 2016, shall retire at the annual general meeting if not included as one of the directors to retire by rotation. Retiring directors may be re-elected provided they are eligible(15). The Board may nominate a director who served for nine (9) years for re-election for additional periods of one year at a time, but no such directors term of office shall exceed twelve (12) years.
3.5.5.13 There is no age restriction and directors are allowed to serve irrespective of their age.
3.5.5.14 Executive directors retire as members of management at the age of sixty (60), unless the Board agrees to a later retirement age in the interests of the Company. Such extensions will only be agreed to in very exceptional circumstances and will not be for long periods of time.
3.5.5.15 This Board Charter is considered to be an integral part of the conditions of appointment of all directors. Future letters of appointment should attach the Board Charter and specifically incorporate it by reference.
3.2.6 Board committees
3.2.6.1 In terms of the MOI(16) the Board is empowered to appoint Board committees and to delegate powers to such committees. The Board delegates certain functions to well-structured committees but without abdicating its own responsibilities.
3.2.6.2 Delegation is formal and involves the following:
(14) See par 22.4.1 of the MOI
(15) See par 22.2 of the MOI for greater clarity on director rotation
(16) See par 27.1 of the MOI
a. formal Terms of Reference are established and approved for each committee of the Board;
b. the committees Terms of Reference are reviewed once a year;
c. the committees are appropriately constituted with due regard to the skills required by each committee;
d. the Board establishes a framework for the delegation of authority to management;
e. the Board notes reports from and/or minutes of the meetings of each committee of the Board; and
f. the Board monitors the activities of committees and individuals with delegated authority.
3.2.6.3 The Board has the following committees:
a. Audit Committee
b. Remuneration Committee
c. Nomination and Governance Committee
d. Safety, Social and Ethics Committee
e. Capital Investment Committee
f. Digital, IM and Hedging Committee
3.2.6.4 Refer to attachments 1 - 6 for the terms of reference of these committees.
3.3 Board meetings and documentation
3.3.1 Frequency
The Board must hold a sufficient number of meetings to discharge all its duties as set out in this Charter. The Board meets quarterly and at such additional ad hoc times as may be required.
3.3.2 Agenda, meeting papers and minutes
3.3.2.1 The Board must establish an annual work plan for each year to ensure that all relevant matters are covered by the agendas of the meetings planned for the year.
3.3.2.2 A detailed agenda, together with supporting documentation must be circulated approximately five (5) business days prior to each meeting to the members of the Board and other invitees. The Chairman, with
the assistance of the Company Secretary, must ensure that the agenda, as prepared, raises all relevant issues requiring attention in such a way and sequence that effective proceedings are facilitated.
3.3.2.3 The Nomination and Governance Committee shall annually consider whether the format and content of standard Board reports and submissions are appropriate and recommend to the Board such changes to Board reports or submissions as would improve the Boards efficiency.
3.3.2.4 All meeting papers and submissions made at the Board meeting are strictly confidential and directors must under no circumstances circulate them to any other parties. Directors are expected to manage their security passwords providing electronic access to their meeting packs with due care and vigilance. All hard copies of meeting papers and Board submissions must be left in the Boardroom on conclusion of the meeting. A record of Board submissions shall be maintained and held by the Company Secretary in line with the retention policy. Directors may arrange with the Company Secretary to obtain access to records of Board documentation and minutes if required by them in the course of discharging their duties as directors of the Company.
3.3.2.5 The minutes must be completed as soon as possible after the meeting and circulated to the Chairman of the Board for review thereof.
3.3.3 Attendance
3.3.3.1 Board members will use their best endeavours to attend all meetings of the Board, including meetings called on an ad hoc basis for special matters, unless prior apology with reasons have been submitted to the Chairman or Company Secretary. Board members must be fully prepared for Board meetings to be able to provide appropriate and constructive input on matters for discussion. They are expected to participate fully, frankly, and constructively in Board discussions and to bring the benefit of their particular knowledge, experience, skills and abilities to bear in discharging their duties as directors.
3.3.3.2 The Chairman may at his or her discretion authorise the use of audio or video conferencing facilities to make participation in a Board meeting possible should attendance in person not be possible.
3.3.3.3 If the nominated Chairman of the Board is absent from a meeting, the Lead Independent Director will act as Chairman.
3.3.3.4 Executive management, assurance providers and advisors may be in attendance at meetings, but by invitation only and they may not vote.
3.3.4 Quorum
A representative quorum for meetings is five (5) directors of which not less than three (3) directors shall be non-executive.(17)
3.3.5 Written Resolutions
3.3.5.1 It is the policy of the Board to limit the use of written resolutions to instances where the resolution is a mere formality or where the matter requiring decision by written resolution is of such an urgent nature that it cannot be deferred until the next Board meeting. The Chairman, with the assistance of the Company Secretary, should consider in respect of each written resolution whether an urgent extra-ordinary Board meeting would be a more appropriate decision-making procedure than a written resolution. Each member of the Board who is able to receive notice must receive notice of the matter to be decided by written resolution.
3.3.5.2 Decisions taken by written resolution other than at a meeting are valid decisions of the Board if signed by a majority of directors(18).
3.4 The Chairman
3.4.1 The Chairman is elected by members of the Board(19) and should be a non-executive director of the Board with no executive or management responsibilities. The Chairman provides leadership at Board level, represents the Board to the shareholders and is responsible for ensuring the integrity and effectiveness of the Board and its committees. The Chairman is also the Chairman of the meetings of shareholders.
3.4.2 To this end the Chairman is required to:
3.4.2.1 Set the ethical tone for the Board and the Company;
3.4.2.2 Provide overall leadership to the Board without limiting the principle of collective responsibility for Board decisions, while at the same time being aware of the individual duties of Board members;
3.4.2.3 Oversee the formal succession plan for the Board, the CEO and certain executive management appointments, such as the Chief Financial Officer;
3.4.2.4 Maintain regular dialogue with the CEO in respect of all material matters affecting the Company and the group and to consult with the other Board members promptly when considered appropriate;
3.4.2.5 Identify and participate in selecting Board members (via the Nomination and Governance Committee);
(17) See par 29.3.1 of the MOI
(18) See par 29.5.6 of the MOI
(19) See par 29.4.1 of the MOI
3.4.2.6 Formulate, in consultation with the CEO and Company Secretary, the yearly work plan for the Board against agreed objectives, and play an active part in setting the agenda for Board meetings - ensure that material matters in respect of the business or governance of the Company or group that he is aware of, are tabled at Board meetings;
3.4.2.7 Preside over Board meetings and ensure that material issues for consideration are tabled and interrogated effectively to ensure optimal Board decision-making and governance, manage conflicts of interest and act as a link between the Board and management, particularly the Board and the CEO;
3.4.2.8 Ensure that directors play a full and constructive role in the affairs of the Company and take a leading role in the process for removing non-performing or unsuitable directors from the Board;
3.4.2.9 Monitor how the Board works together and how individual directors perform and interact at meetings and ensure that a formal performance evaluation of the Board, Board committees and individual directors is conducted at least every two years and that every alternate year, an opportunity is provided for reflection and discussion by the Board of its performance and that of its committees, its chair and its members as a whole;
3.4.2.10 Ensure that all directors are appropriately made aware of their responsibilities through a tailored induction programme, and ensuring that a formal programme of continual professional education is adopted at Board level;
3.4.2.11 Be accessible to the CEO between Board meetings to provide counsel and advice;
3.4.2.12 In consultation with the Remuneration Committee and the Board determine the performance objectives of the CEO and his performance against the objectives;
3.4.2.13 Ensure that good relations are maintained with the Companys major shareholders and strategic stakeholders, and preside over shareholders meetings; and
3.4.2.14 Attend to administrative approvals in respect of the CEO.
3.3.3 The Chairman:
3.3.3.1 may be a member of, but not chair the Remuneration Committee;
3.3.3.2 must be a member of, and chair the Nomination and Governance Committee;
3.3.3.3 may be a member of, but not chair the Safety, Social and Ethics Committee; and
3.3.3.4 may not be a member of the Audit Committee.
3.3.4 The Chairmans ability to add value to the Company, and the Chairmans actual performance against criteria developed from his/her formalised role and functions should form part of an evaluation by the Board led by the Lead Independent Director or another independent non-executive director appointed by the Board at least every two years. The evaluation should take into account other external chairmanships to determine whether the Chairman has the capacity to discharge his duties to the Company.
3.5 Deputy Chairman and Lead Independent Director
3.5.1 The Board may appoint a Deputy Chairman and / or Lead Independent Director to assist the Chairman in the execution of his duties and such other functions as the Board may wish to delegate to the Deputy Chairman or Lead Independent Director.
3.5.2 Where the Chairman is absent or unable to perform his duties or where the independence of the Chairman is questionable or impaired, the Lead Independent Director must serve in this capacity for as long as the circumstances that caused the Chairmans absence, inability or conflict exists.
3.5.3 The Lead Independent Director is appointed to:
3.5.3.1 Assist the Board to deal with management of any actual or perceived conflicts of interest that arise on the part of the Chairman;
3.5.3.2 Preside at all meetings of the Board at which the Chairman is not present or where the Chairman is conflicted, including any sessions of the independent directors;
3.5.3.3 Call meetings of the independent directors where necessary;
3.5.3.4 Serve as principal liaison between the independent directors and the Chairman;
3.5.3.5 Perform all such functions that cannot be performed by the Chairman due to his absence or the existence of a conflict of interest;
3.5.3.6 Liaise with major shareholders if requested by the Board in circumstances or transactions in which the Chairman is conflicted; and
3.5.3.7 Perform other duties that the Board may from time to time delegate.
3.6 The President and Chief Executive Officer
3.6.1 With effect from 1 November 2019, the Board appointed a President and Chief Executive Officer.
3.6.2 The CEO, who is the highest executive decision-making authority of the Company and the Sasol group, and is delegated with authority from, and accountable to the Board for the development and successful implementation of the group strategy and the overall management and performance of the Sasol group within the framework of its policies, reserved powers and routine reporting requirements, consistent with the primary aim of enhancing long-term shareholder value.
3.6.3 The CEO is supported by the Group Executive Committee (GEC) which is accountable to him, and subject to the authority of the of the CEO. The groups Limits and Delegation of Authority Framework authorises any member of the GEC to sign and execute any documents required to implement a decision taken by the CEO, the GEC or the Board, unless specifically indicated otherwise by the CEO, the GEC or the Board respectively.
3.6.4 The CEO:
3.6.4.1 provides executive leadership;
3.6.4.2 must inform the Board of any material matter, which may have a significant impact on the financial results or substantially impact the reputation of the group;
3.6.4.3 may sub-delegate any of the powers delegated to him to the GEC, the Chief Financial Officer, Executive Director and any Executive Vice President or other committee, forum or individual within the group; and
3.6.4.4 may exercise power and authority on, or sub-delegate, any matter necessary for the effective management and performance of the group, which is not specifically reserved for the Board or the Companys shareholders.
3.6.5 His role is formalised and his performance is evaluated against criteria developed for their roles.
3.6.6 The CEO is accountable to the Board to, amongst other things:
3.6.6.1 Agree and recommend for approval to the Board matters specified in the group limits and delegation of authority framework which amongst others relate to:
a. The vision, mission, values, strategy, long term plans and policy of the Company;
b. Annual budgets, group funding and financial management;
c. Significant mergers, acquisitions, divestitures, plant closures and asset disposal as well as material capital expenditure/projects;
d. Risk policy and profile; and
e. Statutory, JSE and NYSE required reports;
3.6.6.2 Recommend the appointment of members of the executive team (members of the GEC) and ensure proper succession planning and performance appraisals of members of the executive team;
3.6.6.3 Develop and recommend to the Board the long-term strategy and vision of the Company and its quantified expression by way of critical short-term and long-term performance and sustainability targets;
3.6.6.4 Develop and recommend to the Board the capital expenditure programme of the Company;
3.6.6.5 Develop and recommend to the Board the annual business plans and budgets that support the Companys long-term strategy and approach to sustainability;
3.6.6.6 Ensure that the Company and Group companies have effective management teams and management structures;
3.6.6.7 Ensure that appropriate Company and group policies are formulated and implemented;
3.6.6.8 Monitor and report to the Nomination and Governance Committee and the Board on the effectiveness of legal compliance controls, processes, systems and resource capacity;
3.6.6.9 Monitor the performance of the Company and the Group companies against agreed performance and sustainability targets and report appropriately to the Board about such performance;
3.6.6.10 Establish an organisational structure and operating model for the Company and the group to ensure effective execution of the strategy, sustainability, governance and control imperatives;
3.6.6.11 Set the tone in providing ethical leadership and creating an ethical environment;
3.6.6.12 Ensure that effective internal Company and group controls, legal compliance and governance measures are deployed;
3.6.6.13 Ensure adherence to the relevant industry best practices standards unless there are cogent reasons for not implementing such standards and best practices; and
3.6.6.14 Serve as chief spokespersons of the Company.
3.6.7 The CEO is appointed by the Board on recommendation of the Nomination and Governance Committee. The duration of his appointment, terms of appointment and compensation are determined by the Board upon recommendation of the Remuneration Committee. The Board is accountable for ensuring, with the assistance of the Nomination and Governance Committee, that a succession plan is in place for the CEO and other members of the GEC.
3.6.8 The CEO may not be a member of the Remuneration-, Audit- or Nomination and Governance Committees but may attend on invitation and should recuse himself when conflicts arise, particularly when his performance and remuneration are discussed.
3.7 The rights and duties of individual directors
3.7.1 The Board exercises its functions jointly and no director has any authority to severally perform any act on behalf of the Company or the business unless specifically authorised or requested by the Board or authorised nominees of the Board. Directors are jointly accountable for the decisions of the Board.
3.7.2 Directors duties, standards of conduct and liabilities are captured in the Companies Act(20). Directors have a legal obligation to act in the best interest of the Company, to act with due care, diligence and skill in discharging their duties as directors, to declare and avoid conflicts of interest with the Company and the group and to account to the Company for any advantages gained in discharging their duties on behalf of the Company.
3.7.3 Directors may at any time request a meeting with the Chairman and will individually meet with the Chairman on an annual basis to discuss the Board and committee matters. The Chairman will invite non-executive directors from time to time to indicate whether they have a need to meet as a group without him/her and/or the executive management.
3.7.4 The Board is of the view that the interests of the Company are better served if the Board functions as a team rather than a fractious, uneasy coalition of executive, non-executive and independent factions.
3.7.5 Directors have access to top management and the Company Secretary for advice about the governance of the Company, group and Board procedures and may after consultation with the Chairman, obtain such external advice as they may consider necessary to properly discharge their duties to the Company.
3.7.6 The Nomination and Governance Committee is required to consider and approve the induction and training programme of directors.
(20) See sections 76 and 77 Companies Act
3.8 The Company Secretary
3.8.1 The decision to appoint or remove the Company Secretary is a Board decision. The Board should be assisted by a competent, suitably qualified and experienced Company Secretary.
3.8.2 The Company Secretary provides a central source of guidance and support to the Board and within the Company on matters of good governance and changes in legislation. The Board is aware of the duties of the Company Secretary and empowers him to fulfill those duties. As gatekeeper of good governance, the Company Secretary maintains an arms length relationship with the Board and its directors as far as is reasonably possible.
3.8.3 The Company Secretary is not a director of the Company but has a direct channel of communication to the Chairman.
3.8.4 The Company Secretary is accountable to the Board to:
3.8.4.1 Ensure that Board procedures are followed and reviewed regularly;
3.8.4.2 Ensure that the applicable rules and regulations for the conduct of the affairs of the Board are complied with;
3.8.4.3 Maintain statutory records in accordance with legal requirements;
3.8.4.4 Provide the Board as a whole, and individual Board members with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the Company and on good governance;
3.8.4.5 Keep abreast of, and inform the Board of current corporate governance thinking and practice;
3.8.4.6 Assist the Nomination and Governance Committee with the appointment of directors;
3.8.4.7 Advise the Nomination and Governance Committee on all legal and regulatory matters, including legal frameworks and processes;
3.8.4.8 Advise the Nomination and Governance Committee with respect to all regulatory filing and public disclosure relating to the Companys governance processes;
3.8.4.9 Assist with director induction and training programmes;
3.8.4.10 Ensure that the Board Charter and the Terms of Reference of Board committees are kept up to date;
3.8.4.11 Prepare and circulate Board and Board committee papers;
3.8.4.12 Elicit responses, input, feedback for Board and Board committee meetings;
3.8.4.13 Assist in drafting annual Work Plans;
3.8.4.14 Ensure preparation and circulation of minutes of Board and committee meetings; and
3.8.4.15 Assist with the evaluation of the Board, committees and individual directors.
4. GROUP COMPANIES
4.1 The Company has several direct and indirect subsidiaries(21).
4.2 As direct or indirect shareholder of these subsidiaries, the Company exercises its shareholder rights to ensure that the Company approves material decisions of its subsidiaries and that the groups minimum requirements in respect of matters such as governance, internal controls, financial management, disclosure controls, risk management, legal compliance, safety, health and environmental management, internal audit, ethics management, human resource management, information management, stakeholder relationships and sustainability are complied with.
4.3 Group functions design the systems, processes and capacity to ensure adherence by all Group companies in the group to minimum group requirements.
5. DISCLOSURE AND CONFLICTS OF INTEREST
5.1 In terms of the Companies Act(22) and the MOI(23) a director who has a personal financial interest in respect of a matter to be considered at a Board meeting, or knows that a related person has a personal financial interest in the matter:
5.1.1 must disclose the general nature of the interest before the matter is considered;
5.1.2 must disclose all material information known to the director to the meeting;
5.1.3 may disclose observations and insights relating to the matter if requested by the other directors to do so; and
5.1.4 may not be present at the meeting where the matter is discussed and may not participate in the consideration of the matter.
5.2 A director may disclose any personal financial interest in advance by delivering to the Company Secretary a notice setting out the nature and extent of the financial interest to be used until changed or withdrawn. A director who acquires a direct personal financial interest after an agreement or other matter has been approved
(21) See attachment 7
(22) Section 75 of the Companies Act
(23) clause 28 of the MOI
by the Company, must promptly disclose the nature and extent of that interest to the Board.
5.3 Failure to make disclosure of interest in compliance with the Companies Act will render decisions, transactions or agreements invalid, unless subsequently ratified by shareholders or a court.
5.4 A director may disclose any personal financial interest in advance by delivering to the Company Secretary a notice setting out the nature and extent of the financial interest to be used until changed or withdrawn. The Company Secretary will submit all disclosures of interest to the Nomination and Governance Committee and the Board at the first subsequent meeting. The Nomination and Governance Committee is required to:
5.4.1 Consider all declarations of interest;
5.4.2 Report to the Board any conflicts of interest which require specific action by the Board;
5.4.3 Recommend to the Board which directors should be categorised for governance purposes as executive directors, non-executive directors and independent non-executive directors.
5.5 Enduring material conflicts of interest are regarded by the Board as incompatible with the fiduciary duties of directors. Directors are appointed on the express understanding and agreement that they may be removed by the Board if and when they develop an actual or prospective material, enduring conflict of interest with the Company or a Group company.
6 POLICY IN RESPECT OF CORPORATE GOVERNANCE AND RISK MANAGEMENT
6.1 The Company complies with all applicable corporate governance legislation. It is also the policy of the Company to apply the principles of the King IV Report on Corporate Governance for South Africa 2016 to the extent that they advance effective business leadership. In addition, the Companys corporate governance practices are reviewed frequently in view of changes to the Company and national and international developments in respect of corporate governance in order to proactively adapt the corporate governance practices of the Company should it be in the best interests of the Company to do so.
6.2 The Board directly assumes responsibility for the governance of risk; it approves Sasols risk policy that gives effect to its set direction on risk, ensuring that Sasols strategy takes account of the risks and opportunities Sasol may be exposed to. The Board also approves Sasols risk profile(24) and risk appetite and tolerance levels, ensuring that risks are managed within these levels and considers the risk environment from time to time, as deemed appropriate and based on materiality and changes in the external, transactional and internal environments.
(24) Also referred to as the Sasol risk landscape
6.3 To support the Board in ensuring effective risk management oversight, the Board Committees are responsible for ensuring the effective monitoring of risks, in compliance with Sasols Enterprise Risk Management Framework, risk policy and profile, within the ambit of each Committees scope. In monitoring and providing oversight on Sasols risk, each committee will consider potential opportunities as appropriate.
7 DEALING IN THE SECURITIES OF THE COMPANY
7.1 All directors of the Company and its major subsidiaries are required to adhere to the Companys policy on dealing in the Companys securities, which is designed to prevent insider trading in terms of the Financial Markets Act, 2012.(25)
7.2 The Company Secretary should be notified of any dealing by a director in the securities of the Company. In terms of the JSE, NYSE and SEC requirements the Company is required to promptly announce all dealings in the securities of the Company.
8 PERFORMANCE EVALUATION: BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS AND MEMBERS OF COMMITTEES
8.1 A formal evaluation of the Board, its committees and individual directors, including the Chairman, must be performed, either externally facilitated or not in accordance with methodology approved by the Nomination and Governance Committee, at least every two years. Every alternate year, opportunity is provided for reflection and discussion by the Board of its performance and that of its committees, its chair and its members as a whole.
8.2 The Nomination and Governance Committee is responsible to review the effectiveness of the Board and Board committees and its individual members. For this purpose, the Nomination and Governance Committee adopts an appropriate methodology to perform the performance evaluations.
8.3 The Lead Independent Director, or in the absence of a Lead Independent Director, an independent non-executive director appointed by the Board, shall ensure that the performance of the Chairman is evaluated and shall chair those portions of meetings at which the Chairmans performance appraisal is discussed.
9 POLICY IN RESPECT OF BUSINESS RESCUE PROCEEDINGS OR OTHER TURNAROUND MECHANISMS
9.1 The Board shall continuously monitor the solvency and liquidity of the Company and shall obtain adequate assurances from management about the solvency and liquidity of Group companies.
9.2 As soon as the Company is financially distressed as defined in the Companies Act the Board shall consider business rescue proceedings or other turnaround mechanism and implement such steps as required by the Companies Act.
(25) See Attachment 8
10 POLICY IN RESPECT OF DISPUTE RESOLUTION
10.1 It is the policy of the Company to ensure that internal and external disputes are resolved as effectively and expeditiously as possible. To this end consideration shall be given in respect of each financial and reputational material dispute whether settlement, litigation, arbitration, mediation or other forms of alternative dispute resolution would be the most effective methodology to resolve a dispute in the best interests of the Company.
10.2 The merits of claims against the Company or Group companies or allegations of misconduct or non-compliance against the Company or a Group company should be investigated thoroughly before a final decision is made to defend the claim or not to act in respect of an allegation of misconduct or non-compliance.
10.3 If non-compliances are uncovered, consideration should be given to engage with the relevant authorities or, if relevant, to apply for leniency if it would be in the interest of the Company or a Group company.
10.4 The validity and veracity of reasons for defending a claim against the Company or the Sasol group should be confirmed by written external legal advice before the commencement of formal legal proceedings to institute a legal action by way of formal legal proceedings.
10.5 The authority to make decisions in respect of dispute resolution and to represent the Company or a Group company is governed by the delegations of authority as approved by the Board from time to time.
11 MEMORANDUM OF INCORPORATION
11.1 This Board Charter is not intended to replace or amend the MOI in any way whatsoever. In the event of a conflict between the MOI and the Board Charter, the provisions of the MOI shall prevail. The Board Charter is also not intended to contain a comprehensive summary of the applicable legal principles. Board members requiring advice in respect of any matter referred to in this Charter should consult the Company Secretary in this regard.
Exhibit 99.9.2
TERMS OF REFERENCE
SASOL LIMITED
AUDIT COMMITTEE
1. PURPOSE AND OBJECTIVES
1.1 The Audit Committee (the Committee) is constituted as a statutory committee of Sasol Limited (the Company) in respect of its statutory duties in terms of section 94(7) of the Companies Act, 71 of 2008 (the Act) (as set out in Appendix 1) and a committee of the Sasol Limited Board of Directors (the Board) in respect of all other duties assigned to it by the Board.
1.2 These Terms of Reference are subject to the provisions of the Act, the Companys Memorandum of Incorporation (MOI) and any other applicable law or regulatory provision.
1.3 The Committee shall perform the functions listed below and perform, on behalf of all subsidiaries of the Company that are required in terms of the Act to have audit committees (collectively herein referred to as the South African subsidiaries), the functions listed in section 94(7) of the Act.
1.4 The Committee was established primarily to assist the Board in overseeing the:
1.4.1 quality and integrity of the Companys integrated reporting, incorporating the financial statements (including the consolidated Sasol group (the Group) financial statements), sustainability reporting, and public announcements in respect of the financial results;
1.4.2 the qualification and independence of the external auditors for the Company and all Group companies;
1.4.3 the scope and effectiveness of the external audit function for the Company and all Group companies;
1.4.4 the effectiveness of the Groups internal controls and internal audit function; and
1.4.5 compliance with legal and regulatory requirements to the extent that it might have an impact on financial statements.
2. CONSTITUTION AND MEMBERSHIP
2.1 The Committee shall comprise no less than three members nominated by the Board and elected annually by shareholders, all of whom shall be independent non-executive directors.
2.2 The Board shall, taking into consideration the minimum number of directors required as stipulated in clause 2.1, determine the number of members who shall constitute this Committee.
2.3 Each member of the Committee shall meet all applicable independence, financial literacy and other requirements prescribed by law, the Johannesburg Stock Exchange Limited (JSE) and the New York Stock Exchange (NYSE). At least one member of the Committee must meet the applicable Securities and Exchange Commissions (SEC) definition of a financial expert.
2.4 The Board shall appoint a Chairman of the Committee and determine the period for which he shall hold office. The Chairman of the Board shall not be eligible to serve as a member of the Committee.
2.5 The Board must fill any vacancy on the Committee within 40 business days after the vacancy arises but may not remove any member elected by shareholders from the Committee.
2.6 The Company Secretary of Sasol Limited shall be the secretary of the Committee.
3. MANDATE
3.1 Integrated reporting(1)
3.1.1 The Committee will oversee integrated reporting, having regard to all factors and risks that may impact on the integrity of the integrated report, and will approve the Companys annual Integrated Report on behalf of the Board. In this regard, the Committee will also consider and review the findings and recommendations of the Group Executive Committee (GEC) sub-committees and Board committees insofar as they are relevant to the functions of the Committee.
3.2 Financial statements
The Committee:
3.2.1 will examine, review and approve the annual report to be filed with the US Securities and Exchange Commission under Form 20-F; and
3.2.2 will examine and review the Annual Financial Statements of the Company (including consolidated Group financial statements), the interim reports, the preliminary announcement of results and any other announcement regarding the Companys results or other
(1) King IV defines integrated reporting as a process founded on integrated thinking that results in a periodic integrated report by an organisation about value creation over time. It includes related communications regarding aspects of value creation. An integrated report could be a standalone report which connects the more detailed information in other reports.
financial information to be made public, prior to submission and approval by the Board, focusing particularly on:
(a) compliance with accounting standards, local and international, compliance with stock exchange and legal requirements (in respect to compliance with stock exchange and legal requirements, the Committee will consider the recommendations of the Nomination and Governance Committee);
(b) major judgemental areas and significant adjustments resulting from the audit;
(c) the basis on which the company has been determined a going concern as well as solvency and liquidity;
(d) capital adequacy;
(e) any changes in accounting policies and practices;
(f) the appropriateness of major adjustments processed at year end;
(g) compliance with the financial conditions of loan covenants; and
(h) tax and litigation matters.
3.2.3 regarding the annual financial statements of significant subsidiaries as defined by the JSE, delegates the review and approval of the annual financial statements of such subsidiaries to the Governance Committee and Boards of those companies. The annual financial statements of those subsidiaries are to be reviewed by the Group Finance Technical Reporting team and Company Secretarial Services prior to submission to the respective Governance Committees and Boards.
3.3 The Committee will review all documents that contain material financial information or other information which could impact materially on the financial results or performance of the Company, such as:
3.3.1 circulars and prospectuses;
3.3.2 press releases on earnings;
3.3.3 trading statements; and
3.4 Disclosure controls and procedures
3.4.1 The Committee shall review with management, and any outside professionals as the Committee considers appropriate, the
effectiveness of the Companys disclosure controls and procedures.
3.5 Sustainability reporting
3.5.1 The Committee will ensure that assurance is provided on material sustainability issues, the scope of which and engagement of external assurance provider(s), as appropriate, to be approved by the Safety, Social and Ethics Committee.
3.5.2 The Committee shall be entitled to place reliance on the assurance obtained as presented to the Safety, Social and Ethics Committee regarding the integrity, reliability and validation of the sustainable development information as well as the review and approval of the sustainable development information, incorporated into the integrated report or published on the Sasol website, by the Safety, Social and Ethics Committee.
3.5.3 The Committee shall consider recommendations by the Safety, Social and Ethics Committee that may have an impact on the financial statements.
3.6 External audit and auditors
The Committee will, with regard to all Group companies:
3.6.1 consider and make recommendations on the appointment and retention of the external auditor(s), subject to the applicable laws and the rules of any stock exchange on which the Companys shares are listed;
3.6.2 evaluate the independence and performance of the external auditor(s), and consider whether any non-audit services rendered by such auditors substantively impair their independence;
3.6.3 pre-approve all permissible non-audit services in line with approved thresholds, to be provided by the external auditors, and where such services are to be rendered to the Company or one of its subsidiaries, any proposed contract for the provision of such services;
3.6.4 discuss and review, with the external auditor(s) before the audit commences, the auditor(s) engagement letter, the terms, nature and scope of the audit function and the audit fee and where more than one auditor is involved, the maintenance of a professional relationship and co-ordination between them;
3.6.5 approve the external auditor(s) engagement letter, the terms, nature and scope of the audit function and the audit fee;
3.6.6 make suggestions on areas of emphasis that the audit should address;
3.6.7 consider any accounting treatments, significant unusual transactions or accounting judgements, that could be contentious;
3.6.8 consider the effects of significant ventures, investments or operations which are not subject to external audit;
3.6.9 review the overall audit role, minimise duplication, discuss implications of new auditing standards and ensure that the external audit fee will sustain a proper audit and provide value for money;
3.6.10 obtain assurance from the external auditor(s) that adequate accounting records are being maintained;
3.6.11 obtain and review with the lead audit partner and a more senior representative of the independent auditor, annually or more frequently as the Committee considers appropriate, a report by the external auditor describing: the external auditors internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review of the external auditor, or by any inquiry, review or investigation by governmental, professional or other regulatory authorities, within the preceding five years, in respect of independent audits carried out by the external auditor, and any steps taken to deal with these issues;
3.6.12 pre-approve the hiring of any senior employee or former senior employee of the external auditors who was a member of the audit team during the preceding financial year; In addition, the Committee shall pre-approve the hiring of any employee or former employee of the external auditors for top management positions within the Company, regardless of whether that person was a member of the Companys audit team or not;
3.6.13 receive and consider, in accordance with a formalised procedure, any Reportable Irregularities identified and reported by the external auditors in terms of the Auditing Profession Act 26 of 2005;
3.6.14 consider the use of technology to improve audit coverage and efficiency;
3.6.15 obtain assurance from management in respect of the functions specifically performed by the Committee for South African subsidiaries in terms of section 94(7) of the Act (see Appendix 1); and
3.6.16 liaise with and monitor the activities of any committee in the Group that performs the functions normally performed by an audit committee.
3.7 Internal control and assurance services(2)
3.7.1 An important role of the Committee will be to monitor the effective functioning of the Groups internal audit, ensuring that the roles and functions of the external audit and internal audit are sufficiently clarified and co-ordinated to provide an objective overview of the operational effectiveness of the Groups systems of internal control and reporting. This will include:
(a) quarterly assessing the independence and effectiveness of the internal audit function including the adequacy of available internal audit resources;
(b) reviewing the internal audit functions compliance with the internal audit charter as approved by the Committee;
(c) quarterly assessing the report of internal audit on the effectiveness of the Groups systems of internal control, including internal financial control and business risk management and maintaining effective internal control systems;
(d) considering the appointment, dismissal or re-assignment of the head of the internal audit function;
(e) assessing the performance of the head of the internal audit function;
(f) ensuring that the internal audit function is subject to an independent quality review, at least every four years;
(g) ensuring that the internal audit plan is in accordance with the internal audit charter and that it is executed timely;
(h) reviewing the adequacy of corrective action taken in response to significant internal audit findings;
(i) reviewing significant matters reported by the internal audit function;
(j) reviewing the co-operation and co-ordination between the internal and external audit functions and co-ordinating the formal internal audit work plan with external auditors to avoid duplication of work;
(2) Assurance services is a collective term for Sasols internal audit and forensic services.
(k) reviewing significant differences of opinion between management and the internal audit function;
(l) reporting on the maintenance of proper and adequate accounting records;
(m) reporting on the overall operational and financial reporting environment;
(n) reporting on the systems to safeguard the Companys assets against unauthorised use or disposal;
(o) requesting investigations into matters within its scope, for example, evaluations of the effectiveness of the Groups internal controls, significant cases of employee fraud, misconduct or conflict of interest; and
(p) reviewing forensic audit reports that relate to matters that could have a material impact on the financial statements.
3.8 Compliance of the Group with legal and regulatory requirements to the extent that it may have an impact on financial statements. The Committee shall:
3.8.1 review with management, and any internal or external counsel as the Committee considers appropriate, any legal matters (including the status of pending litigation) that may have a material impact on the Group and any material reports or inquiries from regulatory or governmental agencies;
3.8.2 review with management:
(a) the receipt, retention and treatment of complaints received by the Group regarding accounting matters, internal audit, internal accounting controls, content of the financial statements, auditing matters or potential violations of law relating to matters within the mandate of the Committee; and
(b) the confidential, anonymous submission by employees of the Group of concerns regarding questionable accounting or auditing matters and potential violations of law relating to matters within the mandate of the Committee.
3.9 Risk management and information technology
3.9.1 The Committee is an integral part of the risk management process. In this regard the Committee will also consider and review the findings and recommendations of the Safety, Social and Ethics Committee and any other Board committee insofar as they are relevant to the functions of the Committee.
3.9.2 The Committee supports the Board in ensuring effective risk management oversight, specifically in relation to material risks within its scope (Group top risk themes allocated to the Committee). The Committee gives effect to its responsibility through:
3.9.2.1 ensuring the effective monitoring of the allocated Group top risk themes, i.e. risk themes allocated to the Committee;
3.9.2.2 considering and reviewing managements feedback and/or assurance provider reports on the design and operating effectiveness of existing key risk responses (focus on major or significant deficiencies), aligned to the Combined Assurance Plans;
3.9.2.3 considering management updates on action plans identified to remediate any key responses with significant or major deficiencies;
3.9.2.4 considering managements feedback on key developments that have a potential material impact on the allocated Group top risk themes (materiality informed by the risk materiality lens applied at Group level), as well as the appropriateness of existing key responses or any new/additional key responses required; and
3.9.2.5 providing feedback through the Committee Chairperson to the Board on any material risk related matters, specifically the key responses with major or significant deficiencies, key developments with a material impact, any new/additional key responses required or any potential breach of approved financial risk appetite and tolerance levels (as relevant and appropriate).
3.9.3 assisting the Board in carrying out its information and communication technology responsibilities by ensuring the ethical and responsible use of technology and information and compliance with relevant laws and to ensure an appropriate control environment and management of material information and communication technology risks;
3.10 Reviewing the adequacy of insurance coverage.
3.11 Coordination of assurance activities:
3.11.1 The Committee, shall ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities.
3.11.2 The Committee will receive quarterly reports from the Combined Assurance and Disclosure Committee, a sub-committee of the GEC, providing management oversight, assurance and alignment on Group-wide, high risk activities and responsible for ensuring that the information publicly disclosed complies with requirements of the JSE, NYSE and SEC rules.
3.12 The Committee will:
3.12.1 ensure that the combined assurance received is appropriate to address all the significant risks facing the Company;
3.12.2 ensure the independence of the external service providers appointed by the Company to provide assurance on internal audit or the integrated report; and
3.12.3 monitor the relationship between the external service providers and the Company.
3.13 Finance function
3.13.1 The Committee shall review the expertise, resources and experience of the finance function annually and shall include a report on the results of the review in the annual Integrated Report. The review shall include a review of the expertise and experience of the Chief Financial Officer as may be required from time to time by any stock exchange on which the securities of the Company are listed.
3.14 Performance assessment
3.14.1 The Committee shall assess its and its members effectiveness at least once every two years.
3.15 Reporting
3.15.1 The Committee shall annually insert in the financial statements of the Company and where required, those of its South African subsidiaries, a report:
(a) describing how the Committee carried out its functions;
(b) stating whether the Committee is satisfied that the external auditor is independent of the Company and subsidiaries and its views on the quality of the external audit;
(c) significant matters that the Committee has considered in relation to the annual financial statements and how these were addressed by the Committee; and
(d) commenting in any way the Committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the Company.
3.15.2 In addition, the Committee shall prepare such reports as may be required from time to time in terms of the Act or applicable corporate governance requirements.
3.16 The Chairman of the Committee shall report to the Board on its activities and make recommendations to the Board concerning the adoption of the annual and interim financial statements and any other matters arising from the work of the Committee; and
3.17 The Chairman (or, in his/her absence, another member) of the Committee shall attend the annual general meeting to report to shareholders on how the Committee discharged its responsibilities and mandate for the year under review.
4. REMUNERATION AND AUDIT
4.1 Members of the Committee will be paid such additional remuneration for their service as members of the Committee, as may be determined by the Board and approved by shareholders.
5. MEETINGS AND PROCEEDINGS
5.1 Meetings of the Committee will be held as frequently as the Committee considers appropriate, but it will normally meet not less than four times a year. The Board or any member thereof, including members of the Committee, the external auditors, and the head of internal audit may, through the Chairman, call further meetings of the Committee. The Committee shall periodically have separate meetings with management, internal audit and the external auditors.
5.2 The meetings of the Committee may be held in person, by telephone, or other form of long-distance conference facility as circumstances may require (such person shall be deemed as being present at the meeting), provided that the required quorum is met.
5.3 Reasonable notice of meetings and the business to be conducted shall be given to the members of the Committee, the Chairman of the Board, the President and Chief Executive Officer (CEO), executives and managers responsible for finance, the head of internal audit and the external auditor to make proposals as necessary.
5.4 The quorum of the Committee shall be a majority of independent members present for decisions. A decision shall be deemed as passed if
a majority vote on the matter for decision is passed by the members present at the Committee.
5.5 A decision that could be voted on at a meeting of the Committee may instead be adopted by written consent of a quorum of members, given in person, or by electronic means, provided that each member received notice of the matter to be decided. A decision made in such manner has the same effect as if it had been approved at a meeting.
5.6 Where decisions are required by way of written resolution, a quorum shall be a majority of independent members, one of whom shall be the Committee Chairman.
5.7 The Chief Financial Officer, Chief Risk Officer senior audit partner in charge of the external audit and head of internal audit shall be in attendance at meetings of the Committee and shall have unrestricted access to the Chairman or any other member of the Committee as is required in relation to any matter falling within the remit of the Committee.
5.8 The Chairman, in his discretion, may invite other executives to attend and to be heard at meetings of the Committee.
5.9 No attendee shall have a vote at meetings of the Committee.
5.10 The minutes of all meetings of the Committee, or summaries thereof, shall be submitted to the Board at the next Board meeting and the agenda for each such Board meeting shall provide an opportunity for the Chairman of the Committee to report verbally on any matters of importance as well as on the Committees findings and recommendations.
5.11 Unless varied by these Terms of Reference, meetings and proceedings of the Committee will be governed by the Companys MOI regulating the meetings and proceedings of directors and committees.
5.12 The Committee Secretary shall take minutes of meetings. These minutes shall be reviewed and approved by the members of the Committee.
6. AUTHORITY OF THE COMMITTEE AND RESOURCES AVAILABLE
6.1 The Committee has decision-making authority with regard to its statutory duties and is accountable in this regard to both the Board and the shareholders. On all responsibilities delegated to it by the Board outside of the statutory duties, the Committee makes recommendations for approval by the Board or approves, to the extent that such duty has been delegated to the Committee by the Board.
6.2 The Committee, in carrying out its tasks under these Terms of Reference:
6.2.1 is authorised to investigate any activity within its Terms of Reference;
6.2.2 may, at the discretion of the Committee, require other employees of the Company to attend meetings or parts of meetings;
6.2.3 may consult with and seek any information it required from any employees, and all employees shall be required to co-operate with any request made by the Committee in the course of its duties;
6.2.4 shall at least quarterly meet separately with the external and internal auditors without any executive member of the Board in attendance; and
6.2.5 shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate, provided it is not precluded by legal or regulatory requirements from doing so.
7. LIMITED LIABILITY
7.1 The deliberations of the Committee do not reduce the individual and collective responsibilities of Board members, with regard to their fiduciary duties and responsibilities, and they must continue to exercise due care, skill and judgment, in accordance with their legal and statutory obligations.
7.2 Subject to the above provisions and any relevant legislation and codes of best practice, the members of the Committee shall not attract any personal liability arising from their appointment and the Company shall indemnify members of the Committee to the extent possible in terms of its approved directors and officers liability insurance coverage.
8. GENERAL
8.1 The Committee, in carrying out its tasks under these Terms of Reference, may obtain such outside or other independent professional advice as it considers necessary to carry out its duties.
8.2 The Board will ensure that the Committee will have access to professional advice both internal and external to the Company in order for it to perform its duties.
9. REVIEW
The Committee shall review these Terms of Reference annually and make recommendations with respect to amendments, if any, to the Nomination and Governance Committee, for recommendation for approval by the Board.
STATUTORY PRESCRIBED FUNCTIONS OF AN AUDIT COMMITTEE
The statutory prescribed functions of an audit committee are listed in section 94(7) of the Companies Act, 71 of 2008 as follows:
(7) An audit committee of a company has the following duties:
(a) To nominate, for appointment as auditor of the company under section 90, a registered auditor who, in the opinion of the audit committee, is independent of the company;
(b) to determine the fees to be paid to the auditor and the auditors terms of engagement;
(c) to ensure that the appointment of the auditor complies with the provisions of this Act and any other legislation relating to the appointment of auditors;
(d) to determine, subject to the provisions of this Chapter, the nature and extent of any non-audit services that the auditor may provide to the company, or that the auditor must not provide to the company, or a related company;
(e) to pre-approve any proposed agreement with the auditor for the provision of non-audit services to the company;
(f) to prepare a report, to be included in the Annual Financial Statements for that financial year
(i) describing how the audit committee carried out its functions;
(ii) stating whether the audit committee is satisfied that the auditor was independent of the company; and
(iii) commenting in any way the committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the company;
(g) to receive and deal appropriately with any concerns or complaints, whether from within or outside the company, or on its own initiative, relating to
(i) the accounting practices and internal audit of the company;
(ii) the content or auditing of the companys financial statements;
(iii) the internal financial controls of the company; or
(iv) any related matter;
(h) to make submissions to the Board on any matter concerning the companys accounting policies, financial control, records and reporting; and
(i) to perform such other oversight functions as may be determined by the Board.
TERMS OF REFERENCE
SASOL LIMITED
REMUNERATION COMMITTEE
1. PURPOSE AND OBJECTIVE
1.1 The Remuneration Committee (The Committee) has been appointed by the Sasol Limited Board of Directors (the Board) as a committee of the Board to attend to Sasol Limiteds (the Company) activities in respect of the matters described below.
2. CONSTITUTION AND MEMBERSHIP
2.1 The Committee shall comprise no less than three independent non-executive directors.
2.2 The Chairman of the Board is not eligible to be appointed as Chairman of the Committee.
2.3 A Committee Secretary shall be appointed in terms of the Sasol Limited and Sasol Group Delegation of Authority
3. MANDATE
3.1 The Committee attends to matters prescribed below:
3.1.1 acting as Remuneration Committee of the Company and all direct and indirect wholly-owned subsidiaries of the Company and all other subsidiaries and joint ventures of Sasol Limited (the Group) in respect of which Sasol Limited has the right, or power, to fulfill the functions as detailed in this Terms of Reference;
3.1.2 assisting the Board in exercising its function of ensuring that the Group remunerates its employees fairly, responsibly and transparently by, inter alia, implementing affordable, competitive and fair reward practices so as to promote the achievement of strategic objectives and positive outcomes in the short-, medium- and long term;
3.1.3 making recommendations to the Board in respect of the remuneration of the executive directors including the President and Chief Executive Officer (CEO) and the Company Secretary;
3.1.4 determining the remuneration of Executive Vice Presidents (EVP) and approving any payments / increases made;
3.1.5 considering recommendations on non-executive directors fees made by the internal remuneration specialists and management, and making recommendations to the Board for approval by shareholders;
3.1.6 provide a channel of communication between the Board and management on remuneration matters.
3.2 The key decision rights(1) mandate of the Committee are:
3.2.1 approve material(2) human resources policies for the Group;
3.2.2 approve the principles for the mix between guaranteed and variable components of remuneration for all levels of employees;
3.2.3 approve proposals for annual salary adjustments in the Group;
3.2.4 approve the benchmarking methodology adopted in the Group for the setting of base salaries and incentive target amounts;
3.2.5 approve all retention schemes, with or without corporate performance targets;
3.2.6 on a quarterly basis review the list of participants in the Sasol retention scheme as approved by the CEO within the parameters of the Retention policy;
3.2.7 review standard conditions of service and benefits offered to employees, for example: leave, housing, motor vehicles and others;
3.2.8 annually consider the status of in-house pension funds, provident funds, medical aid, and other similar schemes;
3.2.9 approve proposals on short- and long-term incentive schemes (design principles, target setting and allocation principles) and where appropriate make recommendations to the Board for approval by the shareholders;
3.2.10 determine and approve any criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities and confirm that there is alignment between individual performance and rewards recommended to the Board;
3.2.11 review and approve corporate goals and objectives relevant to the remuneration of the CEO, evaluate the performance of the CEO in light of those goals and objectives, and recommend the remuneration level of the CEO based on this evaluation;
(1) In line with delegated authority and responsibilities as provided for in the Sasol Limited and Sasol Group Limits and Delegation of Authority, from time to time
(2) Materiality is determined by the Sasol Limited Board
3.2.12 ensure that there is alignment between individual performance and rewards;
3.2.13 review and approve the terms and conditions of executive directors and EVPs service agreements;
3.2.14 approve the fair value of long-term incentive grants offered to participants of the companys employee share scheme (excluding the Company Secretary, executive directors and the CEO);
3.2.15 approve the actual long-term incentive grants offered to EVPs and recommend to the Board, long-term incentive grants offered to the Company Secretary, executive directors and the CEO;
3.2.16 ensure that the annual remuneration report, which includes a background statement, the Groups remuneration policy and an implementation report forms part of the annual Integrated Report(3), providing sufficient level of disclosure as required in terms of the King Report on Corporate Governance for South Africa 2016 (King IV).
3.2.17 approve the delegation in writing of any of its functions and the power to sign documents to implement any of its decisions;
3.2.18 obtain assurance in respect of the internal and disclosure controls over reporting on matters for which the Committee has responsibility; and
3.2.19 assess the performance of the Committee and its members at least once every two years.
3.3 The Committee will apply the following principles in exercising its mandate:
3.3.1 the Committee will co-ordinate its activities with the Chairman of the Board and the CEO;
3.3.2 the broad framework and cost of executive remuneration should be a matter for the Board on advice of the Committee; and
3.3.3 the Committee will liaise with the Board in relation to the preparation of the Committees remuneration report and referral thereof to shareholders as may be required by the law or any applicable regulatory requirements.
(3) King IV defines integrated reporting as a process founded on integrated thinking that results in a periodic integrated report by an organisation about value creation over time. It includes related communications regarding aspects of value creation. An integrated report could be a standalone report which connects the more detailed information in other reports.
3.4 Risk management
The Committee supports the Board in ensuring effective risk management oversight, specifically in relation to material risks within its scope (Group top risk themes allocated to the Committee). The Committee gives effect to its responsibility through:
3.6.1 ensuring the effective monitoring of the allocated Group top risk themes, i.e. risk themes allocated to the Committee;
3.6.2 considering and reviewing managements feedback and/or assurance provider reports on the design and operating effectiveness of existing key risk responses (focus on major or significant deficiencies), aligned to the Combined Assurance Plans;
3.6.3 considering management updates on action plans identified to remediate any key responses with significant or major deficiencies;
3.6.4 considering managements feedback on key developments that have a potential material impact on the allocated Group top risk themes (materiality informed by the risk materiality lens applied at Group level), as well as the appropriateness of existing key responses or any new/additional key responses required; and
3.6.5 providing feedback through the Committee Chairperson to the Board on any material risk related matters, specifically the key responses with major or significant deficiencies, key developments with a material impact, any new/additional key responses required or any potential breach of approved financial risk appetite and tolerance levels (as relevant and appropriate).
4. REMUNERATION AND AUDIT
4.1 Non-executive Directors who are members of the Committee will be paid such additional remuneration for their service as members of the Committee, as may be determined by the Board and approved by shareholders.
4.2 Such special remuneration shall be in addition to the annual fees payable to directors.
5. MEETING AND PROCEEDINGS
5.1 Meetings of the Committee will be held as the Committee deems necessary, provided that the Committee will meet four times each year. Meetings should be organized so that attendance is maximised. The Chairman of the Committee or any member of the Committee may call a special meeting at any other time;
5.2 The notice of each meeting of the Committee, confirming the venue, time and date and enclosing an agenda of items to be discussed, shall other than under exceptional circumstances be forwarded to each member of the Committee not less than two working days prior to the date of the meeting;
5.3 The meetings of the Committee may be held in person, by telephone, by telepresence or such other form of long-distance conference facility as the circumstances may require (such person shall be deemed as being present at the meeting), provided that the required quorum is met;
5.4 The quorum for the decisions of the Committee shall be a majority of independent non-executive directors present for that particular decision. A decision shall be deemed as passed if a majority vote on the matter for decision is passed by the members present at the Committee;
5.5 A decision that could be voted on at a meeting of the Committee may instead be adopted by written consent of a quorum of members, given in person, or by electronic means, provided that each member received notice of the matter to be decided. A decision made in such manner has the same effect as if it had been approved at a meeting;
5.6 Where decisions are required by way of written resolution, a quorum shall constitute a majority of independent non-executive directors, of whom one shall be the Committees Chairman;
5.7 The Committee shall normally invite the Chairman of the Board (if not a member of the Committee) and the CEO to attend meetings to discuss the performance of other executive directors and to make proposals as necessary; and
5.8 The Chairman (or in his absence, an alternative member) of the Committee shall attend the annual general meeting and be prepared to answer questions concerning the remuneration and/or fees of directors or any other questions that may arise from the Committees remuneration report.
5.9 Unless varied by these Terms of Reference, the Companys Memorandum of Incorporation (MOI) regulating the meetings and proceedings of directors and committees, will govern meetings and proceedings of the Committee.
5.10 The Committee Secretary shall take minutes of meetings. Any director may, provided that there is no conflict of interest and with the consent of the Chairperson, obtain copies of the Committees minutes; and
5.11 No Committee attendee shall participate in any discussion or decision in respect of their own individual remuneration.
6. LIMITED LIABILITY
6.1 The deliberations of the Committee do not reduce the individual and collective responsibilities of Board members, with regard to their fiduciary duties and responsibilities, and they must continue to exercise due care, skill and judgment, in accordance with their legal and statutory obligations.
6.2 Subject to the above provisions and any relevant legislation and codes of best practice, the members of the Committee shall not attract any personal liability arising from their appointment and the Company shall indemnify members of the Committee to the extent possible in terms of its approved directors and officers liability insurance coverage.
7. GENERAL
7.1 The Committee, in carrying out its tasks under these Terms of Reference, may obtain such outside or other independent professional advice as it considers necessary to carry out its duties;
7.2 The Board will ensure that the Committee will have access to professional advice both internal and external to the Company in order for it to perform its duties and will ensure in selecting such external adviser that the appointee meets the independence tests as stipulated in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and
7.3 Committee will annually review these terms of reference and make recommendations with respect to amendments, if any, to the Nomination and Governance Committee for recommendation to the Sasol Limited Board for approval.
Glossary of Acronyms used in Remuneration management
Acronym |
|
Description |
BU |
|
Business Unit |
CPT |
|
Corporate Performance Targets applicable to Long Term Incentive Plans |
CR |
|
Compa ratio referring to the relative positioning of remuneration against a reference point within a pay band |
EVP |
|
Employee Value Proposition |
FCD |
|
Functional Core Division referring to positions forming part of Head Office |
FTE |
|
Full Time Equivalent |
GEC |
|
Group Executive Committee |
HG |
|
Hay Grade |
LTIP |
|
Long Term Incentive Plans referring typically to SARs, MTIs and the previous Share Option plan |
LWDCR |
|
Lost work day case rate referring to a measure used in Safety |
LQ |
|
Lower quartile also referred to as the 25th percentile of a set of data points |
MSP |
|
Monthly Salaried Personnel (Bargaining Unit) within a South African context |
MTI
|
|
Medium Term Incentive Scheme referring to a full value phantom share scheme with a vesting term of 3 years of which a name change to the Sasol Long Term Incentive Scheme, which was approved by the Committee in September 2014 and September 2016 |
NPE |
|
Non-Permanent Employee |
OBU |
|
Operating Business Unit |
RCR |
|
Recordable Case Rate used as a measure in Safety |
Ref Sal |
|
Reference salary referring to the median pay point per broad band |
ROH |
|
Regional Operating Hub |
SAR |
|
Share Appreciation Right Scheme referring to cash settled share options that vest over either a 2,4,6 or 3,4 & 5 year period with a life of 9 years |
SBU |
|
Strategic Business Unit |
SP |
|
Salaried Personnel (Non-Bargaining Unit) within a South African context |
STI |
|
Short Term Incentive Scheme referring to a cash bonus calculated in relation to the achievement against certain predetermined targets over a 12 month period |
Total cost to company |
|
Total Guaranteed Package plus the cost of variable pay plans |
TGP |
|
Total Guaranteed Package referring to base salary plus the cost of employer contributions to the benefit funds and a 13th cheque |
UQ |
|
Upper quartile or 75th percentile of a set of data points |