EX-1.1 4 a2104529zex-1_1.htm EXHIBIT 1.1
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Exhibit 1.1
Translated from Afrikaans

"A"

REPUBLIC OF SOUTH AFRICA

COMPANIES ACT, 1973

MEMORANDUM OF ASSOCIATION
OF A COMPANY HAVING A SHARE CAPITAL
(Section 54 (1); Regulation 17(1) and 17(2))

Registration number of Company
1979/003231/06

SASOL LIMITED

1. NAME

(a)
  The name of the company is:
  SASOL LIMITED
(b)
  The name of the company in the other official language of the Republic is
  NOT APPLICABLE
(c)
  The shortened form of the name of the company is
  NOT APPLICABLE

2. PURPOSE DESCRIBING MAIN BUSINESS

The main business which the company will be entitled to carry on, is:

To act as an investment holding company, an investment company and a management company and, whether on its own and/or in collaboration with other agencies, to:

(a)
  prospect for coal, oil, petroleum and related substances; and
(b)
  acquire mineral and other rights; and
(c)
  acquire and exploit and mine coal, oil petroleum and related substances and to beneficiate and refine same into gaseous, liquid and solid fuels, petrochemicals and other products; and
(d)
  convert, process and beneficiate any product with or without the addition of other products in any other way whatsoever; and
(e)
  market all such products.

3. MAIN OBJECT

The main object of the company is to:

(a)
  conduct the business of an investment holding company, an investment company and a management company;
(b)
  prospect for minerals and to acquire mineral rights as well as oil petroleum and related substances;
(c)
  carry on mining;
(d)
  conduct beneficiation and refining;
(e)
  carry on petrochemical trading;
(f)
  market all products produced and/or acquired by the company.

4. ANCILLARY OBJECTS EXCLUDED

None of the specific ancillary objects referred to in Section 33(1) of the Act are excluded from the unlimited objects of the company.

5. POWERS

(a)
  None of the specific powers or part of any powers of the company are excluded from the plenary powers or the powers set out in Schedule 2 to the Act.
(b)
  None of the specific powers or part of any specific powers of the company set out in Schedule 2 to the Act are qualified under Section 34 of the Act.

1

6. CONDITIONS

The special conditions referred to in Section 53(a) of the Companies Act, 1973 ("the Act") are set out in paragraphs 8 and 9 of this Memorandum of Association.

7. PRE-INCORPORATION CONTRACTS (IF ANY)

Not Applicable.

8. AMENDMENT OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

It is a special condition of this Memorandum of Association and the Articles of Association of the company that the provisions of this Memorandum of Association (including paragraph 8 and 9 thereof) and of the Articles of Association of the company may only be amended by a special resolution of the company, ratified by a valid resolution of the directors of the company.

9. INSERTION OF PROVISIONS OF THE ARTICLES OF ASSOCIATION

The provisions of articles 1(ii), 33, 34, 39, 40, 41, 42, 75, 83, 84, 87, 89, 90, 94, 96, 98, 99 and 115 up to and including 121 of the Articles of Association of the company as amended from time to time in terms of the provisions of paragraph 8 of this Memorandum are repeated here and shall be deemed to form part of this Memorandum of Association as if they were set out in full in this Memorandum of Association.

10. CAPITAL

(a)
  Par value:
  Not Applicable
(b)
  The number of ordinary shares without par value is:
  1 175 000 000 (ONE THOUSAND ONE HUNDRED AND SEVENTY-FIVE MILLION) ordinary shares without par value.

2

11. ASSOCIATION CLAUSE

We, the several persons whose full names, occupations, residential, business and postal addresses are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take up the number of shares in the capital of the company set opposite our respective names.

We also agree to pay for the stated number of shares with no par value of the company that amount determined by the company when the shares are issued to us.

PARTICULARS OF SUBSCRIBER |  | NUMBER IN WORDS, AND TYPE OF SHARES TAKEN |  | DATE AND SIGNATURE OF SUBSCRIBER |  | PARTICULARS OF WITNESS |  | DATE AND SIGNATURE OF WITNESS
--- | --- | --- | --- | --- | --- | --- | --- | ---
FULL NAMES |  |  |  |  |  | FULL NAMES |  |
DAVID PIETER |  | One (1) ordinary share |  | 15.6.1979 |  | ANTON KRUGER |  | 15.6.1979
DE VILLIERS |  |  |  | (Signed) D P de Villiers |  | ROODT |  | (Signed) A K Roodt
OCCUPATION |  |  |  |  |  | OCCUPATION |  |
INDUSTRIALIST |  |  |  |  |  | SECRETARY |  |
RESIDENTIAL ADDRESS |  |  |  |  |  | RESIDENTIAL ADDRESS |  |
GOEDVERTROUW STANDFORD 7210 |  |  |  |  |  | 8 EUGENE MARAIS STREET SASOLBURG 9570 |  |
BUSINESS ADDRESS |  |  |  |  |  | BUSINESS ADDRESS |  |
1 KLASIE HAVENGA ROAD SASOLBURG 9570 |  |  |  |  |  | 1 KLASIE HAVENGA ROAD SASOLBURG 9570 |  |
POSTAL ADDRESS |  |  |  |  |  | POSTAL ADDRESS |  |
P.O. BOX 1 |  |  |  |  |  | P.O. BOX 1 |  |
SASOLBURG |  |  |  |  |  | SASOLBURG |  |
9570 |  |  |  |  |  | 9570 |  |

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FULL NAMES |  |  |  |  |  | FULL NAMES |  |
GEORGE ALISTAIR MACMILLAN |  | One (1) ordinary share |  | 18.6.1979 (Signed) G A Macmillan |  | ANTON KRUGER ROODT |  | 18.6.1979 (Signed) A K Roodt
OCCUPATION |  |  |  |  |  | OCCUPATION |  |
CHAIRMAN & CHIEF EXECUTIVE OFFICER RIO TINTO SA LTD |  |  |  |  |  | SECRETARY |  |
RESIDENTIAL ADDRESS |  |  |  |  |  | RESIDENTIAL ADDRESS |  |
23 VICTORIA AVENUE MELROSE JOHANNESBURG 2196 |  |  |  |  |  | 8 EUGENE MARAIS STREET SASOLBURG 9570 |  |
BUSINESS ADDRESS |  |  |  |  |  | BUSINESS ADDRESS |  |
1414 UNICORN HOUSE 70 MARSHALL STREET JOHANNESBURG 2001 |  |  |  |  |  | 1 KLASIE HAVENGA ROAD SASOLBURG 9570 |  |
POSTAL ADDRESS |  |  |  |  |  | POSTAL ADDRESS |  |
P.O. BOX 61140 |  |  |  |  |  | P.O. BOX 1 |  |
MARSHALLTOWN |  |  |  |  |  | SASOLBURG |  |
2107 |  |  |  |  |  | 9570 |  |
FULL NAMES |  |  |  |  |  | FULL NAMES |  |
ALBERT JACOBUS MARAIS |  | One (1) ordinary share |  | 18.6.1979 (Signed) A J Marais |  | ANTON KRUGER ROODT |  | 18.6.1979 (Signed) A K Roodt
OCCUPATION |  |  |  |  |  | OCCUPATION |  |
MANAGING DIRECTOR SAAMBOU-NASIONALE BUILDING SOCIETY |  |  |  |  |  | SECRETARY |  |
RESIDENTIAL ADDRESS |  |  |  |  |  | RESIDENTIAL ADDRESS |  |
255 SMITH STREET MUCKLENEUK PRETORIA 0002 |  |  |  |  |  | 8 EUGENE MARAIS STREET SASOLBURG 9570 |  |
BUSINESS ADDRESS |  |  |  |  |  | BUSINESS ADDRESS |  |
13 CHURCH SQUARE PRETORIA 0002 |  |  |  |  |  | 1 KLASIE HAVENGA ROAD SASOLBURG 9570 |  |
POSTAL ADDRESS |  |  |  |  |  | POSTAL ADDRESS |  |
P.O. BOX 4010 |  |  |  |  |  | P.O. BOX 1 |  |
PRETORIA |  |  |  |  |  | SASOLBURG |  |
0001 |  |  |  |  |  | 9570 |  |

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FULL NAMES |  |  |  |  |  | FULL NAMES |  |
JOHN KIRKMAN MITCHELL |  | One (1) ordinary share |  | 15.6.1979 (Signed) J K Mitchell |  | ANTON KRUGER ROODT |  | 15.6.1979 (Signed) A K Roodt
OCCUPATION |  |  |  |  |  | OCCUPATION |  |
GENERAL MANAGER IDC |  |  |  |  |  | SECRETARY |  |
RESIDENTIAL ADDRESS |  |  |  |  |  | RESIDENTIAL ADDRESS |  |
34 KLOOF ROAD BEDFORDVIEW 2008 |  |  |  |  |  | 8 EUGENE MARAIS STREET SASOLBURG 9570 |  |
BUSINESS ADDRESS |  |  |  |  |  | BUSINESS ADDRESS |  |
VAN ECK BUILDING 19 RISSIK STREET JOHANNESBURG 2001 |  |  |  |  |  | 1 KLASIE HAVENGA ROAD SASOLBURG 9570 |  |
POSTAL ADDRESS |  |  |  |  |  | POSTAL ADDRESS |  |
P.O. BOX 6905 |  |  |  |  |  | P.O. BOX 1 |  |
JOHANNESBURG |  |  |  |  |  | SASOLBURG |  |
2000 |  |  |  |  |  | 9570 |  |
FULL NAMES |  |  |  |  |  | FULL NAMES |  |
PIERRE ETIENNE ROUSSEAU |  | One (1) ordinary share |  | 16.6.1979 (Signed) P E Rousseau |  | ANTON KRUGER ROODT |  | 16.6.1979 (Signed) A K Roodt
OCCUPATION |  |  |  |  |  | OCCUPATION |  |
INDUSTRIALIST |  |  |  |  |  | SECRETARY |  |
RESIDENTIAL ADDRESS |  |  |  |  |  | RESIDENTIAL ADDRESS |  |
"PURE VUUR" 9 SIXTH AVENUE VOËLKLIP 7203 |  |  |  |  |  | 8 EUGENE MARAIS STREET SASOLBURG 9570 |  |
BUSINESS ADDRESS |  |  |  |  |  | BUSINESS ADDRESS |  |
FVB LIMITED 2715 SANLAMSENTRUM JEPPE STREET JOHANNESBURG |  |  |  |  |  | 1 KLASIE HAVENGA ROAD SASOLBURG 9570 |  |
POSTAL ADDRESS |  |  |  |  |  | POSTAL ADDRESS |  |
P.O. BOX 2911 |  |  |  |  |  | P.O. BOX 1 |  |
JOHANNESBURG |  |  |  |  |  | SASOLBURG |  |
2000 |  |  |  |  |  | 9570 |  |

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FULL NAMES |  |  |  |  |  | FULL NAMES |  |
JOHANNES AUGUSTUS STEGMANN |  | One (1) ordinary share |  | 19.6.1979 (Signed) J A Stegmann |  | ANTON KRUGER ROODT |  | 19.6.1979 (Signed) A K Roodt
OCCUPATION |  |  |  |  |  | OCCUPATION |  |
MANAGING DIRECTOR SA COAL, OIL & GAS CORP LTD |  |  |  |  |  | SECRETARY |  |
RESIDENTIAL ADDRESS |  |  |  |  |  | RESIDENTIAL ADDRESS |  |
15 KROMMELLENBOOG SASOLBURG 9570 |  |  |  |  |  | 8 EUGENE MARAIS STREET SASOLBURG 9570 |  |
BUSINESS ADDRESS |  |  |  |  |  | BUSINESS ADDRESS |  |
1 KLASIE HAVENGA ROAD SASOLBURG 9570 |  |  |  |  |  | 1 KLASIE HAVENGA ROAD SASOLBURG 9570 |  |
POSTAL ADDRESS |  |  |  |  |  | POSTAL ADDRESS |  |
P O BOX 1 |  |  |  |  |  | P.O. BOX 1 |  |
SASOLBURG |  |  |  |  |  | SASOLBURG |  |
9570 |  |  |  |  |  | 9570 |  |
FULL NAMES |  |  |  |  |  | FULL NAMES |  |
ABIE JOHANNES VAN DEN BERG |  | One (1) ordinary share |  | 15.6.1979 (Signed) A J van den Berg |  | ANTON KRUGER ROODT |  | 15.6.1979 (Signed) A K Roodt
OCCUPATION |  |  |  |  |  | OCCUPATION |  |
MANAGING DIRECTOR IDC |  |  |  |  |  | SECRETARY |  |
RESIDENTIAL ADDRESS |  |  |  |  |  | RESIDENTIAL ADDRESS |  |
STAND 75 DOLWENI AVENUE BOSKRUIN EXT 5 RANDBURG 2194 |  |  |  |  |  | 8 EUGENE MARAIS STREET SASOLBURG 9570 |  |
BUSINESS ADDRESS |  |  |  |  |  | BUSINESS ADDRESS |  |
VAN ECK BUILDING 19 RISSIK STREET JOHANNESBURG 2001 |  |  |  |  |  | 1 KLASIE HAVENGA ROAD SASOLBURG 9570 |  |
POSTAL ADDRESS |  |  |  |  |  | POSTAL ADDRESS |  |
P.O. BOX 6905 |  |  |  |  |  | P.O. BOX 1 |  |
JOHANNESBURG |  |  |  |  |  | SASOLBURG |  |
2000 |  |  |  |  |  | 9570 |  |

TOTAL NUMBER OF SHARES TAKEN: SEVEN (7) ORDINARY SHARES WITHOUT PAR VALUE

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Exhibit 1.1 Translated from Afrikaans