EX-99.3 11 a2216919zex-99_3.htm EX-99.3

Exhibit 99.3

57 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Dear shareholder On behalf of the Sasol Limited board (the board), the remuneration committee (the committee) is pleased to present you with Sasol’s remuneration policy and remuneration outcomes for the 2013 financial year (FY13). The committee is committed to applying independent and objective oversight of all aspects of employee remuneration. The committee’s fundamental task is to ensure that the remuneration policy and practices enable the execution of Sasol’s business strategy, attract, motivate and retain talented employees and align the interests of shareholders and executives. In the year under review, inter alia, the committee: • Amended the short-term incentive scheme to enhance the alignment with core business performance drivers and for top management, with individual performance; • Rebalanced the mix of the long-term incentive scheme to place more emphasis on share rights as a result of which for the 2014 financial year (FY14), long-term incentives will solely be delivered via the Medium-Term Incentive Scheme; • Increased further the portion of long-term incentive awards with a performance requirement; • Focused on the incentivisation for major capital project performance for those individuals with responsibility for these projects; • Developed a directional view on further developments in Sasol’s remuneration policy. During FY14, a detailed review of policy and practices will be undertaken with a view to enhancing alignment with market practice and good governance and reducing complexity; • Appointed New Bridge Street, an Aon Hewitt company, as its independent advisers. The committee continuously seeks to enhance transparency of reporting and the lay-out of this report reflects this aim. The committee solicits your support for Sasol’s remuneration policy. Henk Dijkgraaf (chairman) Imogen Mkhize Hixonia Nyasulu Jürgen Schrempp Peter Robertson remuneration report

 


Sasol Limited group 58 Sasol annual financial statements 2013 AFS Introduction With the aim of enhancing transparency, this remuneration report is split into three sections covering the following matters: 1. Remuneration governance and the role of the committee 2. Sasol’s remuneration policy for FY13, changes for FY14 and beyond 3. Remuneration outcomes for FY13. Section 1: remuneration governance The remuneration committee has functioned as a committee of the Sasol Limited board since 1989. The committee was established to ensure that remuneration arrangements support the strategic aims of the business and enable the recruitment, motivation and retention of executives and employees at all levels, while complying with all requirements of law and regulation. The remuneration of the non-executive directors is subject to shareholder approval. The Sasol Limited board makes relevant proposals to shareholders upon recommendation by management. The terms of reference of the committee is reviewed annually by the board and is available on the company’s website at www.sasol.com. The members of the committee for the year under review were: • Mr HG Dijkgraaf (chairman) • Ms IN Mkhize • Mrs TH Nyasulu • Mr PJ Robertson • Prof JE Schrempp Mrs TH Nyasulu is the only member of the committee who is not categorised as an independent director (refer to the corporate governance report). In line with international best practice, the committee has appointed independent external advisors from New Bridge Street, based in London, to assist the committee. New Bridge Street is a signatory to the UK Remuneration Consultants' Code of Conduct. Vasdex & Associates are used to provide specific advice and services as required and requested by management and the company regularly participates in several external remuneration surveys to inform benchmarking exercises. The committee met four times during the year. Attendance is reported in the corporate governance report. All remuneration principles and practices stated in the King Code of Governance Principles for South Africa 2009 (King III Code) are applied, with the exception of one practice relating to the non-executive directors’ fee structure, see page 70. Key definitions For clarity, the following terms are used in this report: • The term group executive committee (GEC) refers to the executive committee, which is responsible for the design and execution of the organisation’s strategy and long-term business plans. The members of the GEC, at 30 June 2013, included the chief executive officer, two executive directors, two senior group executives and four group executives. All members of the GEC are viewed as prescribed officers within the meaning of the Companies Act, no 71 of 2008, as amended (the Act); • Top management is defined as the top two levels of the organisation and aligns with the disclosure required under the Employment Equity Act. Top management includes members of the GEC and other executives; and • Senior management is defined as the top four levels in the organisation. The following table provides a breakdown of the number of people in categories, included in this report: Group Number of employees at 30 June 2013 GEC (includes chief executive officer, executive directors and prescribed officers) 9 Top management (top 2 levels of the organisation, including the GEC) 97 Senior management (top 4 levels of the organisation, including top management) 1 886 remuneration report continued

 


59 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Section 2: remuneration policy The committee reviews the remuneration policy each year to ensure that the remuneration framework remains effective in supporting the achievement of the company’s business objectives, remains in line with best practice, and fairly rewards individuals for their contribution to the business, having regard to the size and complexity of the group’s operations and the need to attract, motivate and retain employees of the highest calibre. Sasol’s remuneration policy strives to reward corporate and individual performance through an appropriate balance of fixed pay and both short- and long-term variable components. The policy is designed to incentivise employees to meet the company’s key objectives, such that a significant portion of total remuneration is performance related, based on a mixture of internal and external targets linked to key corporate performance indicators. These must be measurable, understandable and acceptable to both executives and shareholders. The committee considers that the targets set for the different elements of performance related remuneration are both appropriate and demanding in the context of the business environment and the challenges with which the group is faced as well as complying with the provisions of the King III Code. The key components and drivers of Sasol’s executive remuneration structure which applies to all members of senior management are set out in the table below: Remuneration component Strategic intent and drivers Basic salary • Attraction and retention of key employees • Internal and external equity • Rewarding individual performance Benefits • External market competitiveness • Integrated approach towards wellness driving employee effectiveness and engagement Allowances • Compliance with legislative, negotiated and contractual commitments Short-term incentive (STI) plan (<12 months) Alignment with group/business unit/functional performance in terms of: • Financial targets • Employment equity (South African employees only) • Safety performance (against leading and lagging targets) • Reward performance against targets set at group, business unit and individual levels including targets for major capital projects Long-term incentive schemes comprising: • Sasol Medium-term Incentive (MTI) Scheme • Sasol Share Appreciation Rights (SAR) scheme • Attraction and retention of senior employees with the majority of the awards linked to corporate performance targets • Exceptionally performing employees in the top 20% per level, receive an additional individual reward on the basis of personal performance • Direct alignment with shareholders’ interests by linking the level of rewards to the achievement of corporate performance targets where units can be forfeited if targets are not met • For FY14, only MTI rights under the Medium-term Incentive Scheme will be awarded. The sole use of these incentives ensures alignment with shareholders and a link to the share price whilst avoiding the highly geared reward that can be delivered via share appreciation rights Sasol has a global expatriation policy that is comparable with what is used by most global organisations. This policy is reviewed regularly and governs expatriate assignments. Remuneration practices in countries other than South Africa are based on the principles of Sasol’s remuneration policy taking into account local requirements. In FY14, the committee will undertake a detailed review of the remuneration policy and practices with a view to reducing complexity and enhancing market alignment. This may include, inter alia, a review of the existing short- and long-term incentive framework and weighting between the two, investigating the merits of replacing cash based long-term incentive awards by equity, introducing minimum shareholding requirements for senior executives and streamlining the retention mechanism.

 


60 Sasol annual financial statements 2013 AFS Sasol Limited group Risk management The committee ensures that corporate governance and legal compliance requirements are considered when reviewing existing remuneration practices or implementing new remuneration plans or policies. The following risk-mitigating controls, as recommended under the King III Code, are part of the design of the remuneration practices: • Mix of remuneration elements The committee determines each component of remuneration, both separately and in totality, and ensures that the pay mix components provide for a balanced pay mix driven by sustainable business performance. The incentive schemes are designed such that a balance is obtained between retention and performance over the business development cycle. • Mix of performance measures Financial and non-financial measures are used in the incentive plans to ensure that performance related rewards are conditional upon achievement of a mix of measures. They aim at protecting shareholder interests and at rewarding company and individual performance. • Other controls The cap on the maximum pay-out under the short-and long-term incentive plans mitigates against unintended and inappropriate rewards. The board has given the committee the final discretion to approve the payments under all incentive plans. Finally, clawbacks may be implemented by the board for any material misstatement of financial statements or where performance related to non-financial targets has been misrepresented. Executive service contracts The chief executive officer is employed on a five year contract, effective 1 June 2011. His service agreement is governed by Sasol’s policy for expatriate remuneration. The executive directors and prescribed officers have standard employment service agreements with current notice periods of up to three months. The standard employment service agreements provide for salary and benefits offered to the executives. Group executives are required to retire from the group and the board at the age of 60, unless requested by the board to extend their term. They are entitled to standard group benefits, as well as to participation in the group’s short-term and long-term incentive plans. Summarised termination provisions in the employment contracts include: • Contractual entitlements on termination of employment include, for employees who leave for reasons of retirement, retrenchment or mutual separation, a pro rata short-term incentive payment. • Entitlements with respect to MTI and SAR awards are dealt with in accordance with the relevant ‘good’ and ‘bad’ leaver clauses in the scheme rules, where ‘good leaver’ provisions include an apportionment based on the latest estimated performance achievement against the corporate performance targets. • No additional provisions or entitlements exist for a change of control of the company other than for termination of employment in accordance with the prevailing company policy and long-term incentive scheme rules. - In the event of a takeover or merger of the company, the rights issued under the long-term incentive scheme will vest immediately and be adjusted based on the latest estimated performance achievement against the corporate performance targets. - In the event of a takeover or merger which results in a participating group company ceasing to be a subsidiary, all rights shall if determined by the board, become immediately exercisable to the extent and within the period which the board determines. On termination, an executive termination payment could include any of the following: • Base salary, medical, pension and other benefits in accordance with the contractual notice period; • Pro-rata portion of the STI (if approved); and • Performance based apportionment of unvested MTIs and SARs. The appointment and re-election dates of executive directors are outlined below: Executive directors Employment date in the group of companies Date first appointed to the board Date last re-elected as a director Date due for re-election1 DE Constable 1 June 2011 1 July 2011 30 November 2012 21 November 2014 VN Fakude 1 October 2005 1 October 2005 25 November 2011 22 November 2013 KC Ramon2 1 May 2006 1 May 2006 25 November 2011 n/a 1 Projected date of retirement by rotation based on 13 directors in office. 2 Mrs KC Ramon resigned as a director with effect from 10 September 2013. remuneration report continued

 


61 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Total remuneration Benchmarking Executive remuneration is benchmarked to data provided in national executive remuneration surveys, as well as to information disclosed in the remuneration reports of organisations included in our benchmarking peer group. One of the committee’s key tasks is to preserve the relevance, integrity and consistency of this benchmarking exercise. Survey reports from PwC Remchannel and Global Remuneration Solutions were used for benchmarking of South African remuneration levels. Since PricewaterhouseCoopers Inc. has been appointed as the company auditors effective FY14, participation in the PwC Remchannel survey has been confirmed as independent by the audit committee chairman and the chief financial officer. Survey data from the Hay Group, ECA, Mercer and Towers Watson are used in the international environment. South African executive remuneration survey data are supplemented by the published remuneration information of a number of comparator organisations. This comparator group of companies includes: • four global resources companies with significant South African presence namely BHP Billiton, Anglo American, Gold Fields and AngloGold Ashanti; • two South African global industrials namely SAB Miller and Sappi; and • six US and European energy and chemicals integrated companies namely ExxonMobil, Chevron, ConocoPhillips, Shell, BP and Total. The ratios within the remuneration mix are structured for different management levels within the organisation and geographic location. The relative proportion of the remuneration components of the GEC within the approved remuneration mix is set out in the following charts: * Total guaranteed package (TGP).

 


62 Sasol annual financial statements 2013 AFS Sasol Limited group Remuneration mix for the employee categories reported on is set out as follows: * Total guaranteed package (TGP). ** A limited number of senior management in international locations have a different pay mix based on the local market. Total guaranteed package/basic salary and benefits Due to the size and complexity of the group, its business model, multiple value chains and extensive international footprint, total guaranteed package values for senior specialist and executive positions within the South African market are compared to upper quartile values available from South African remuneration surveys. The rationale for this benchmark is that participating organisations that are included in the South African remuneration surveys are mostly smaller in terms of market capitalisation with a less complex business model and value chain and with a more limited geographic spread. All other positions are benchmarked against the market median, or for scarce skills positions, slightly higher than the median. South African employees that are not covered by collective bargaining agreements, receive a total guaranteed package. This includes employer contributions towards retirement, risk, life and medical benefits. All members of the Sasol Pension Fund have the option to change their pensionable income and monthly contributions made to the Sasol Pension Fund and the risk benefit funds, subject to the rules of the funds. Eligible South African based employees may allocate a car allowance from the total guaranteed package in accordance with the group’s vehicle benefit scheme and may participate in the group vehicle insurance scheme. GEC members may be provided with security services at their primary residence, the determined value of which is subject to tax as a fringe benefit. Annual increases in the total guaranteed package are determined with reference to the scope and nature of an employee’s role, market benchmarks, personal performance and competence, affordability and projected consumer price index figures. Annual increases for all employees outside of the collective bargaining councils, take effect from 1 October. The cost of annual increases of 7,5% was approved by the committee, with effect from 1 October 2012, for all employees outside the respective collective bargaining councils in South Africa. Of this increase, 7% was distributed on the basis of individual performance and the balance was used to address anomalies in terms of internal and external equity. More than 60% of Sasol employees worldwide have their remuneration governed by collective agreements such as bargaining councils and works councils. Employees falling within the collective bargaining councils receive benefits, namely membership to medical aid, life assurance, disability insurance and a retirement fund. Collective bargaining agreements typically exclude performance-based increases and therefore, across-the-board increases are mostly awarded to these employees. South African employees included in collective agreements, received increases varying between 7,5% and 8%. International employees were awarded increases in line with anticipated movements in remuneration in respective industries in the international jurisdictions and in accordance with individual performance. remuneration report continued

 


63 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Short-term incentives The short-term incentive (STI) plan intends to recognise the achievement of a combination of group and business unit/group functional performance objectives. In addition, in FY13, for employees down to two levels below the GEC, incentives were calculated taking into account their individual performance. The structure of the short-term incentive plan was amended for FY13 to better align funding, group performance, business unit performance and individual performance, globally. The STI structure for employees below senior management remained unchanged from the 2012 financial year. Measures covering the execution of large capital projects have been incorporated into the performance scorecards of executives who are directly involved in the management and oversight of these projects. The following diagram indicates the basis for calculating the short-term incentive amounts for employees of the group: Calculated in currency determined in employment contract Either TGP or base salary Target Awards: CEO: 115% x base salary ED: 90% x TGP Senior GEC: 80% x TGP GEC: 75% x TGP Other employees, vary by level between 15% and 60% of TGP/base salary Each business unit/group function has a scorecard. These include: • safety • employment equity (sa) • cost/profit • production • efficiencies Measured from 0% to 100% for all BUs and group functions Group targets: • volume growth • cash fixed costs • EBITDA • safety (GEC) • employment equity (SA) (GEC) GEC: measured from 0% to 150% Senior management: 50% to 150% For GEC, a combination of individual performance and portfolio performance (0% – 150%) For senior managers an individual performance factor measured from 0% to 150% Base STI Target % Business unit/group function Individual/ portfolio Group STI Award = TGP: total guaranteed package, CEO: chief executive officer, ED: executive director, GEC: group executive committee, EBITDA: earnings before interest, tax, depreciation and amortisation

 


64 Sasol annual financial statements 2013 AFS Sasol Limited group The specific configuration and outcome of the STI calculation on group targets, for each employee category is detailed separately in the paragraphs below. Short-term incentive – members of the GEC The group targets applicable to the GEC, their weights and the resultant outcome of the group multiplier for FY13 are indicated in the following table. Weight Threshold (0%) Target (100%) Stretch (150%) Score (0% to 150%) Weighted score EBITDA growth year-on-year 60% 2012 EBITDA 2012 EBITDA + CPI 2012 EBITDA + CPI + 8% 2012 + 21,97% (CPI = 5,9%) 90,00% Cash fixed costs growth versus PPI 10% 2012 + Avg PPI + 2% 2012 + Avg PPI 2012 + Avg PPI – 2% 2012 + 13,29% (PPI = 6%) 0% Volume growth (fuel equivalent tons) 10% 2012 + 0% 2012 + 1% 2012 + 2% 2012 + 0,649% 6,49% Employment Equity 10% % of opportunities to be filled from designated groups: Senior management: 50% Middle management: 30% 75% of all opportunities to be filled from designated groups 90% of opportunities to be filled from designated groups Senior management: 41,1% Middle Management: 48,1% 2,61% Safety 4% RCR <0,38 RCR <0,32 RCR <0,30 RCR: 0,31 less 30% for fatalities 3,80% 6% Weighted average of leading indicators: 70% Weighted average of leading indicators: 90% Weighted average of leading indicators: 100% Leading indicators: 99,5% 8,86% Total 111,76% Since the portfolios of the GEC members cover a number of business units or group functions, a weighted combination of the relevant scores is included in a combined individual/portfolio score for each GEC member. The table below provides details of all the factors and the final determination of annual short-term incentive award for FY13. TGP/Salary as at 30 June 20131 Target % Group score Individual/Portfolio score2 FY13 Short-term incentive amount A B C D E = AxBxCxD DE Constable3 US$865 032 115% 111,76% 118,75% US$1 320 231 VN Fakude R6 900 845 90% 111,76% 110,00% R7 635 261 KC Ramon R6 824 598 90% 111,76% 100,00% R6 864 454 AM de Ruyter R6 288 750 80% 111,76% 100,00% R5 622 646 GJ Strauss R6 313 497 80% 111,76% 103,00% R5 814 115 VD Kahla R4 465 110 75% 111,76% 100,00% R3 742 655 BE Klingenberg R5 441 330 75% 111,76% 110,00% R5 017 015 M Radebe R3 855 564 75% 111,76% 100,00% R3 231 734 CF Rademan R5 044 725 75% 111,76% 103,00% R4 355 343 Notes: 1 The basis for determination of STI amounts, is the TGP/salary as at 30 June 2013, and not on total earnings for the financial year as disclosed in this report. 2 Determined in terms of performance against targets on strategy execution, stakeholder relations, culture and values, leadership and portfolio performance. 3 Salary and STI for DE Constable represent net values in USD which are grossed up for tax purposes, in line with the policy for expatriate employees. The committee has the final discretion to determine the individual amounts that are paid out under the group short-term incentive plan considering overall performance versus predetermined targets. remuneration report continued

 


65 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Short-term incentive – senior management (below GEC) The group targets for the levels below the GEC are volume growth, growth in cash fixed costs and EBITDA. Performance against the group targets is measured in a range of 50% – 150%. Safety, Employment Equity and targets relevant to the business unit (BU)/group functional annual business plans including project deliverables are measured at BU/group functional level. Weight Threshold (50%) Target (100%) Stretch (150%) Score (50% to 150%) Weighted Score EBITDA growth year-on-year 50% 2012 EBITDA 2012 EBITDA + CPI 2012 EBITDA + CPI + 8% 2012 + 21,97% (CPI = 5,9%) 75,00% Cash fixed costs growth versus PPI 25% 2012 + Avg PPI + 2% 2012 + Avg PPI 2012 + Avg PPI – 2% 2012 + 13,29% (PPI = 6%) 12,50% Volume growth (fuel equivalent tons) 25% 2012 + 0% 2012 + 1% 2012 + 2% 2012 + 0,649% 20,61% Total 108,11% Each business unit and group functional score is verified by internal audit. For FY13, BU/group functional scores varied between 48,04% and 94,57%. Short-term incentive – below senior management The short-term incentive plans below senior management are considered collective performance arrangements and are thus based on business unit or group functional scores. The STI award is determined as follows: STI TGP/Base salary Target incentive % BU/Group Functional score = Long-term incentive schemes Long-term incentives comprise two categories: i) awards of cash settled rights with payment based on the market value of ordinary shares at settlement date (medium-term incentives, MTIs); and ii) cash settled rights based on the increase in market value of ordinary shares between grant and settlement dates (share appreciation rights, SARs). It is intended that in FY14, only MTIs will be awarded and that SARs will be replaced by MTIs of equivalent fair value. This reflects the general market trend away from share options/share appreciation rights and the committee's belief that executives should be aligned with shareholders but via MTIs which offer lower gearing and hence are a more stable mechanism of reward. Governance of the long-term incentive schemes is provided through the remuneration committee acting as a scheme committee. The committee approves grants in terms of the policy under the following circumstances: • upon promotion of an employee to the qualifying level for SAR and MTI rights as well as any subsequent promotion; • upon appointment to the group on the qualifying level; • an annual award to eligible employees; and • discretionary allocations for purposes of retention. The Committee has decided that for Top Management, for FY14, the portion of the MTIs that are linked to Corporate Performance Targets, will be increased to 70%. During its review in FY14, the committee will consider whether this approach remains appropriate which may result in further restructuring of the package. The following table sets out the fair value of annual LTI awards made to prescribed officers as a multiple of TGP/salary: CEO 135% Executive directors 120% Senior group executives 108% Group executives 95%

 


66 Sasol annual financial statements 2013 AFS Sasol Limited group Medium-term incentives MTI awards give participating employees the opportunity, subject to the vesting conditions, to receive a future cash incentive payment calculated with reference to the market value of a Sasol ordinary share after a three year vesting period. The plan does not confer any right to acquire shares in Sasol Limited and employees are not entitled to dividends or dividend equivalents. The following table details summarised features of the MTI scheme, as applied in 2013: Vesting period • 100% after three years subject to remaining in service and meeting corporate performance targets Key purpose • To align value creation with share price and organisational performance • Retention of senior leaders in the organisation Corporate performance targets (CPTs) • Applied to 60% of the award. This portion can be forfeited if targets are not achieved, or doubled if targets are exceeded Portion of fair value of long-term incentive award allocated to MTIs • 60% Termination conditions • For reasons of death, disability, retirement or retrenchment: vesting subject to assessment of probability of achieving CPTs • For all other reasons: forfeiture of unvested rights • The committee retains full discretion as to the vesting of rights awarded to participants For FY13, 60% of the awards detailed above were subject to performance targets. Vesting is considered in terms of the weighted performance measured against three targets. If targets are not met, the performance based MTI awards are forfeited and if targets are exceeded additional MTIs are awarded. There is no opportunity for retesting of targets. A summary of outstanding MTI allocations is presented in the following table: Year of allocation Vesting dates Vesting range Performance targets Vesting results 2009 2012 50% – 150% 50% – Share price relative to ALSI 40 25% – Attributable earnings growth 25% – Production volume growth 87,50% 2010 2013 50% – 150% 50% – Share price relative to ALSI 40 25% – Attributable earnings growth 25% – Production volume growth 112,50% 2011 2012 2014 2015 50% – 150% 50% – Share price relative to ALSI 40 25% – Attributable earnings growth 25% – Production volume growth Unvested 2013 2016 40% – 160% 25% – Total shareholders’ return relative to JSE Resources 10 index 25% – Total shareholders’ return relative to MSCI energy index 25% – Attributable earnings growth 25% – Production volume/employee growth Unvested Share appreciation rights SARs give participating employees the opportunity, subject to the vesting conditions, to receive a future cash incentive payment calculated with reference to the increase in the market value of a Sasol ordinary share from the date of grant, after the three, four and five years vesting periods respectively (previously two, four and six years). The scheme does not confer any rights to acquire shares in Sasol Limited and employees are not entitled to dividends. The maximum period for exercising SARs is nine years from the date of the grant after which they will lapse. remuneration report continued

 


67 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview The following table summarises features of the SAR scheme as applied in 2013: Vesting period • 33% after 3, 4 and 5 years respectively subject to vesting conditions Key purpose • Retention of senior leaders in the organisation • A balanced portfolio of longer term incentives that rewards the incremental growth in the share price as well as organisational performance Corporate performance targets • Applied to 60% of the award. This portion can be forfeited if targets are not achieved, or doubled if targets are exceeded Portion of fair value of long-term incentive award allocated to SARs • 40% Termination conditions • For reasons of death, disability, retirement or retrenchment: vesting subject to assessment of probability of achieving CPTs • For all other reasons: forfeiture of unvested rights • The committee retains full discretion as to the vesting of rights awarded to participants For FY13, 60% of the awards detailed above were subject to performance targets. Vesting is considered in terms of the weighted performance measured against three targets. If targets are not met, the performance based SAR awards are forfeited and if targets are exceeded additional SARs are awarded. There is no opportunity for retesting of targets. A summary of all outstanding SAR allocations is presented in the table below: Year of allocation Vesting schedule Vesting Range Performance Targets Vesting results 2008 2010, 2012 and 2014 100% N/A No CPTs 2009 2011, 2013 and 2015 75% – 125% 50% – Share price relative to ALSI 40 25% – Attributable earnings growth 25% – Production volume growth 2011 = 100% 2013 = 100% 2010 2012, 2014 and 2016 75% – 125% 50% – Share price relative to ALSI 40 25% – Attributable earnings growth 25% – Production volume growth 2012 = 106,25% 2011 2013, 2015 and 2017 75% – 125% 50% – Share price relative to ALSI 40 25% – Attributable earnings growth 25% – Production volume growth 2013 = 112,50% 2012 2014, 2016 and 2018 75% – 125% 50% – Share price relative to ALSI 40 25% – Attributable earnings growth 25% – Production volume growth Unvested 2013 2016, 2017 and 2018 40% – 160% 25% – Total shareholders’ return relative to JSE Resources 10 index 25% – Total shareholders’ return relative to MSCI energy index 25% – Attributable earnings growth 25% – Production volume/employee growth Unvested The changes to the corporate performance targets in FY13 reflect the feedback that we received from our stakeholders as well as general trends in the market.

 


68 Sasol annual financial statements 2013 AFS Sasol Limited group Sasol Inzalo Management Scheme On 16 May 2008, Sasol shareholders approved the Sasol Inzalo black economic empowerment (BEE) transaction. As part of this transaction, senior black management (black managers), including black executive directors and members of the GEC, participated in the Sasol Inzalo Management Scheme and were awarded rights to Sasol ordinary shares. The rights entitle the employees from the inception of the scheme to receive dividends bi-annually and Sasol ordinary shares at the end of ten years, being the tenure of the transaction, subject to Sasol’s right to repurchase some of the shares issued to The Sasol Inzalo Management Trust (Management Trust) in accordance with a pre-determined repurchase formula. The formula takes into account the underlying value of the shares on 18 March 2008, the dividends not received by the Management Trust as a result of the pre-conditions attached to those shares and the price of Sasol ordinary shares at the end of the ten year period. On retirement at normal retirement age, early retirement, retrenchment due to operational requirements or on leaving the employ of Sasol due to ill health during the tenure of the Sasol Inzalo transaction, the black managers (as defined in the Deed of Trust for The Sasol Inzalo Management Trust) will retain their entire allocation of rights until the end of the ten year period, subject to Sasol’s repurchase right referred to above. The nominated beneficiaries or heirs of those black managers, who die at any time during the transaction period, will succeed to their entire allocation of rights. On resignation within the first three years of having been granted these rights, all rights will be forfeited. On resignation after three years or more from being granted the rights, the black managers will forfeit 10% of their rights for each full year or part thereof remaining from the date of resignation until the end of the transaction period. Black managers leaving the employment of Sasol during the 10 year period by reason of dismissal, or for reasons other than operational requirements, will forfeit their rights to Sasol ordinary shares. Sasol Share Incentive Scheme The SAR scheme replaced the previous Sasol Share Incentive Scheme, which has been closed since 2007. The Sasol Share Incentive Scheme, closed since 2007, had vesting periods of 2, 4 and 6 years, and options could be implemented up to a maximum of nine years from the date of grant. If options are not implemented by this date, they will lapse. See pages 179 to 180 of the consolidated annual financial statements for the options which remain exercisable under the Sasol Share Incentive Scheme. Retention and sign-on payments A sign-on payment policy is used in the external recruitment of candidates in highly specialised or scarce skill positions mostly in senior management levels. Sign-on payments are typically linked to retention agreements. A formal scarce skills/retention framework was approved by the committee to ensure consistency in the consideration of requests for such awards. During 2013, scarce skills/retention awards were approved to the total value of R3,7 million for 7 employees. Clawback policy The Sasol board (delegated to the committee) retains the discretion to request the repayment of gains resulting from the material misstatement of financial statements or where performance related to non-financial targets (e.g. volumes, employment equity, safety) has been misrepresented. Incentivisation for the management of major capital projects Sasol’s business strategy will require, inter alia, successful execution of major capital growth projects globally. The committee oversees the incentivisation of the relevant officers in order to ensure that appropriate behaviour is encouraged and that a retention mechanism is in place. Section 3: remuneration in 2013 Chief executive and executive directors’ remuneration In the past year, the board agreed to net USD amounts payable to the CEO for salary (US$865 032) and a short-term incentive (US$1 320 231). Other benefits accrue in Rand, and are disclosed, together with the conversion of his salary, incentives and a portion of his sign on payment to Rand, in the following table. Remuneration and benefits paid and short-term incentives approved in respect of 2013 for executive directors were as follows: Salary R’000 Retirement funding R’000 Other benefits1 R’000 Annual incentives2 R’000 Total3 2013 R’000 Total4 2012 R’000 DE Constable5 12 110 225 18 911 22 422 53 668 31 881 LPA Davies6 – – – – – 3 908 VN Fakude 5 250 1 410 309 7 635 14 604 11 558 KC Ramon 3 669 1 633 1 418 6 864 13 584 11 265 Total 21 029 3 268 20 638 36 921 81 856 58 612 1 Other benefits detailed in the next table. 2 Incentives approved on the group results for the 2013 financial year and payable in the following year. Incentives are calculated as a percentage of total guaranteed package/net basic salary as at 30 June 2013. The difference between the amount approved as at 6 September 2013 and the total amount accrued as at 30 June 2013 represents an under provision of R14,4 million. The over provision for 2012 of R0,3 million was reversed in 2013. 3 Total remuneration for the financial year excludes gains derived from the long-term incentive schemes, details of which are on pages 71 to 74. 4 Includes incentives approved on the group results for the 2012 financial year and paid in 2013. 5 Salary and short-term incentive paid in US dollars, reflected at the exchange rate of the month of payment for the salaries, and 6 September 2013 for the incentive being the date of approval of the consolidated annual financial statements. 6 Retired as a director of Sasol Limited on 30 June 2011. remuneration report continued

 


69 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Benefits and payments made in 2013 disclosed in the table above as ‘other benefits’ include the following: Vehicle benefits R’000 Medical benefits R’000 Vehicle insurance fringe benefits R’000 Security benefits R’000 Other1 R’000 Exchange rate fluctuation R’000 Total other benefits 2013 R’000 Total other benefits 2012 R’000 DE Constable 75 207 6 369 17 998 256 18 911 11 081 LPA Davies2 – – – – – – – 115 VN Fakude 60 53 6 190 – – 309 361 KC Ramon 1 341 63 6 8 – – 1 418 1 056 Total 1 476 323 18 567 17 998 256 20 638 12 613 1 As previously disclosed in the 2011 remuneration report, a portion of the sign on payment agreed at the time of appointment ($1 980 000). Other benefits also include actual costs as well as fringe benefit tax which include inter alia: accommodation (R1 394 167), schooling costs (R597 230), relocation costs of Mr Constable’s family (R519 029), home leave flights (R561 852). 2 Retired as a director of Sasol Limited on 30 June 2011. Prescribed officers Remuneration and benefits paid and short-term incentives approved in respect of 2013 for prescribed officers were as follows: Salary R’000 Retirement funding R’000 Other benefits1 R’000 Annual incentive2 R’000 Total3 2013 R’000 Total4 2012 R’000 AM de Ruyter 3 973 1 867 355 5 623 11 818 8 878 VD Kahla 3 825 505 1 377 3 743 9 450 7 899 BE Klingenberg 3 786 908 298 5 017 10 009 7 084 M Radebe 2 832 568 349 3 232 6 981 5 284 CF Rademan 3 735 753 469 4 355 9 312 7 394 GJ Strauss 4 997 1 040 191 5 814 12 042 9 574 Total 23 148 5 641 3 039 27 784 59 612 46 113 Number of members 6 6 1 Other benefits detailed in the next table. 2 Incentives approved on the group results for the 2013 financial year and payable in the following year. Incentives are calculated as a percentage of total guaranteed package as at 30 June 2013. The difference between the amount approved as at 6 September 2013 and the total amount accrued as at 30 June 2013 represents an under provision of R8,8 million. The over provision for 2012 of R2,4 million was reversed in 2013. 3 Total remuneration for the financial year excludes gains derived from the long-term incentive schemes, details of which are on pages 75 to 77. 4 Includes incentives on the group results for the 2012 financial year paid in 2013. Benefits and payments made in 2013 disclosed in the table above as ‘other benefits’ include the following: Vehicle benefits R’000 Medical benefits R’000 Vehicle insurance fringe benefits R’000 Security benefits R’000 Other R’000 Total other benefits 2013 R’000 Total other benefits 2012 R’000 AM de Ruyter 273 66 6 8 2 355 286 VD Kahla1 – 63 6 308 1 000 1 377 1 362 BE Klingenberg 212 63 6 17 – 298 302 M Radebe 264 66 6 13 – 349 357 CF Rademan 394 58 6 11 – 469 693 GJ Strauss 105 54 6 26 – 191 148 Total 1 248 370 36 383 1 002 3 039 3 148 1 Sign on payment paid to Mr VD Kahla with his first salary linked to a retention period of 36 months, from 1 January 2011. This amount reflects that portion related to his period of service within the financial year.

 


70 Sasol annual financial statements 2013 AFS Sasol Limited group Non-executive directors Non-executive directors are appointed to the Sasol Limited board based on their ability to contribute competence, insight and experience appropriate to assisting the group to set and achieve its objectives. Consequently, fees are set at levels to attract and retain the calibre of director necessary to contribute to a highly effective board. Non-executive directors receive fixed fees for services on boards and board committees. They do not receive short-term incentives, nor do they participate in long-term incentive schemes. No arrangement exists for compensation in respect of loss of office. As an exception to the recommended remuneration practice of the King III Code and as in previous years, the fee structure for non-executive directors is not split between a base fee and an attendance fee. Board members are paid a fixed annual fee in respect of their board membership, as well as supplementary fees for committee membership and an ex gratia fee for formally scheduled board and committee meetings which do not form part of the annual calendar of meetings. The fee structure reflects the responsibilities of the directors that extend beyond the attendance of meetings and the requirement for directors to be available between scheduled meetings, when required. The annual fees payable to non-executive directors for the year commencing 1 July 2012, were approved by shareholders on 30 November 2012, and thereafter implemented retroactively. The board recommends the fees payable to the chairman and non-executive directors for approval by the shareholders. Proposals for fees are prepared with the support of internal and external human resources experts, for consideration by the committee and the board. Consideration is given to the increased responsibility placed on non-executive directors due to onerous legal and regulatory requirements and the commensurate risk assumed. Benchmarking information of companies of similar size and complexity and projected inflation rate over the period are factors considered when reviewing the annual fees. Actual fees and the fee structure are reviewed annually. The revised fees of the non-executive directors will be submitted to the shareholders for approval at the annual general meeting to be held on 22 November 2013, and implemented with retroactive effect from 1 July 2013, once approval by way of special resolution has been obtained. Annual non-executive directors’ fees are as follows for the years ending 30 June: 2013 2012 Member Chairman Member Chairman Chairman of the board, inclusive of fees payable for attendance or membership of board committees and directorships of the company R4 520 000 R4 226 000 Resident fees: Non-executive directors R460 000 R420 000 Audit committee members R183 000 R366 000 R175 350 R350 700 Remuneration committee members R118 500 R237 000 R108 150 R216 300 Risk and safety, health and environment committee R108 150 R216 300 R108 150 R216 300 Nomination and governance committee R108 150 R216 300 R108 150 R216 300 Share incentive scheme trustees (resident and non-resident) R67 000 R134 000 R67 000 R134 000 Lead independent director fee (additional fee) R156 500 R143 000 Attendance of formally scheduled ad hoc board and committee meetings (per meeting) R18 500 R17 650 Non-resident fees: Non-executive directors US$138 000 US$132 000 Audit committee members US$26 000 US$52 000 US$25 000 US$50 000 Remuneration committee members US$18 750 US$37 500 US$17 500 US$35 000 Risk and safety, health and environment committee US$17 500 US$35 000 US$17 500 US$35 000 Nomination and governance committee US$17 500 US$35 000 US$17 500 US$35 000 Lead independent director fee (additional fee) US$48 300 US$46 200 The chairman of a board committee is paid double the committee meeting fees of a member of such a committee. For formally scheduled ad hoc board and committee meetings, a fee of R18 500 per meeting is paid. Executive directors do not receive directors’ fees. A non-executive director is required to retire at the end of the calendar year in which the director turns 70, unless the board, subject to the memorandum of incorporation and by unanimous resolution on a year-to-year basis, extends the director’s term of office until the end of the year in which he or she turns 73. remuneration report continued

 


71 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Details of the appointments of non-executive directors are listed below: Non-executive directors Date first appointed to the board Date last re-elected as a director Date due for re-election1 TH Nyasulu (Chairman) 1 June 2006 25 November 2011 22 November 20132 JE Schrempp (Lead independent director) 21 November 1997 30 November 2012 21 November 2014 C Beggs 8 July 2009 30 November 2012 21 November 2014 HG Dijkgraaf 16 October 2006 30 November 2012 21 November 2014 MSV Gantsho 1 June 2003 30 November 2012 22 November 2013 IN Mkhize 1 January 2005 30 November 2012 22 November 2013 ZM Mkhize 29 November 2011 30 November 2012 21 November 2014 MJN Njeke 4 February 2009 25 November 2011 22 November 2013 PJ Robertson 1 July 2012 30 November 2012 November 20153 S Westwell 1 June 2012 30 November 2012 November 20153 1 Projected date of retirement by rotation based on 13 directors in office. 2 Mrs Nyasulu will step down as director at the annual general meeting on 22 November 2013. 3 The date of the 2015 annual general meeting has not yet been determined. Non-executive directors’ remuneration for the year was as follows: Non-executive directors Board meeting fees R’000 Lead director fees R’000 Committee fees R’000 Share incentive trustee fees R’000 Ad Hoc Special board-committee meeting R’000 Total 2013 R’000 Total 2012 R’000 TH Nyasulu (Chairman) 4 010 – 443 67 – 4 520 4 226 C Beggs 460 – 474 – 93 1 027 879 HG Dijkgraaf1 1 255 – 940 67 55 2 317 1 941 MSV Gantsho 460 – 291 – 74 825 703 IN Mkhize 460 – 227 134 18 839 770 ZM Mkhize 460 – 108 – 37 605 245 MJN Njeke 460 – 183 – 74 717 595 JE Schrempp1 (Lead independent director) 1 255 439 330 67 55 2 146 1 810 S Westwell1 1 255 – 396 – 74 1 725 92 PJ Robertson1 1 255 – 171 34 – 1 460 – Total 11 330 439 3 563 369 480 16 181 11 261 1 Board and committee fees paid in US Dollars. Long-term incentives previously granted, exercised implemented and/or vested The interests of the directors in the form of share options and other long-term incentive instruments are shown in the tables below. During the year to 30 June 2013, the highest and lowest closing market prices for the company’s shares were R452,96 (on 31 May 2013) and R336,00 (on 12 July 2012), and the closing market price on 30 June 2013 was R431,54. Refer to note 45 of the consolidated financial statements for further details of the incentive schemes. No variations have been made to the terms and conditions of the options during the relevant period.

 


72 Sasol annual financial statements 2013 AFS Sasol Limited group Directors Medium-term incentives Balance at beginning of year (number) Granted (number) Average offer price per share (Rand) Grant date Effect of corporate performance targets (number) Medium-term incentives vested (number) Balance at end of year (number) DE Constable1 79 082 12 662 0,00 13 Sep 2012 – – 91 744 VN Fakude 39 561 21 240 0,00 13 Sep 2012 (556) 3 886 56 359 KC Ramon 37 020 17 700 0,00 13 Sep 2012 (642) 4 494 49 584 Total 155 663 51 602 (1 198) 8 380 197 687 1 As per the employment contract, determined in conjunction with a portion of the sign on payment paid in 2013. Medium-term incentives vested during the year Vesting dates Medium-term incentives vested (number) Average offer price per share (Rand) Vesting price per unit (Rand) Gain on settlement of medium-term incentives 2013 R’000 2012 R’000 LPA Davies1 n/a n/a n/a n/a n/a 10 154 VN Fakude 4 December 2012 3 886 0,00 369,50 1 436 – KC Ramon 4 December 2012 4 494 0,00 369,50 1 661 – Total 8 380 3 097 10 154 1 Retired as a director of Sasol Limited on 30 June 2011. The units were granted to Mr LPA Davies while he was still an executive director. Medium-term incentives unvested at the end of the year vest during the following periods Within one year (number) One to two years (number) Two to three years (number) Total (number) DE Constable 54 000 25 082 12 662 91 744 VN Fakude 21 149 13 970 21 240 56 359 KC Ramon 20 242 11 642 17 700 49 584 Total 95 391 50 694 51 602 197 687 Share appreciation rights, with performance targets Balance at beginning of year (number) Granted (number) Average offer price per share (Rand) Grant date Effect of corporate performance targets (number) Share appreciation rights exercised (number) Balance at end of year (number) DE Constable1 355 900 – – – 355 900 VN Fakude 178 000 42 500 376,46 13 Sep 2012 987 – 221 487 KC Ramon 166 500 35 400 376,46 13 Sep 2012 825 – 202 725 Total 700 400 77 900 1 812 – 780 112 1 As per the employment contract, part of the sign on arrangements. remuneration report continued

 


73 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Share appreciation rights, with performance targets, exercised Exercise dates Share appreciation rights exercised (number) Average offer price per share (Rand) Exercise price per share (Rand) Gain on exercise of share appreciation rights 2013 R’000 2012 R’000 LPA Davies1 n/a n/a n/a n/a n/a 13 332 1 Retired as a director of Sasol Limited on 30 June 2011. The share appreciation rights were granted to Mr LPA Davies while he was still an executive director. Share appreciation rights, with performance targets, outstanding at the end of the year vest during the following periods Already vested (number) Within one year (number) One to two years (number) Two to five years (number) Total (number) DE Constable 81 000 37 600 81 000 156 300 355 900 VN Fakude 39 287 27 600 31 700 122 900 221 487 KC Ramon 38 925 25 200 30 400 108 200 202 725 Total 159 212 90 400 143 100 387 400 780 112 Share appreciation rights, without performance targets Balance at beginning of year (number) Granted (number) Average offer price per share (Rand) Grant date Share appreciation rights exercised (number) Balance at end of year (number) LPA Davies1 23 600 – – – 23 600 – VN Fakude 39 500 – – – – 39 500 KC Ramon 23 200 – – – – 23 200 Total 86 300 – 23 600 62 700 1 Retired as a director of Sasol Limited on 30 June 2011. The share appreciation rights were granted to Mr LPA Davies while he was still an executive director. Share appreciation rights, without performance targets, exercised Exercise dates Share appreciation rights exercised (number) Average offer price per share (Rand) Exercise price per share (Rand) Gain on exercise of share appreciation rights 2013 R’000 2012 R’000 LPA Davies1 n/a n/a n/a n/a n/a 7 816 1 Retired as a director of Sasol Limited on 30 June 2011. The share appreciation rights were granted to Mr LPA Davies while he was still an executive director. Share appreciation rights, without performance targets, outstanding at the end of the year vest during the following periods Already vested (number) Within one year (number) One to two years (number) Total (number) VN Fakude 26 400 5 700 7 400 39 500 KC Ramon 15 400 – 7 800 23 200 Total 41 800 5 700 15 200 62 700

 


74 Sasol annual financial statements 2013 AFS Sasol Limited group Sasol share incentive scheme – share options Balance at beginning of year1 (number) Share options implemented (number) Balance at end of year2 (number) LPA Davies3 499 200 452 000 47 200 VN Fakude 46 900 46 900 – KC Ramon 81 700 81 700 – Total 627 800 580 600 47 200 1 The balance of options represents the accumulated number of options granted (less implemented) over the preceding years. 2 The Sasol Share Incentive Scheme was replaced with the SAR Scheme effective 1 March 2007. 3 Retired as a director of Sasol Limited on 30 June 2011. The share options were granted to Mr LPA Davies while he was still an executive director. Share options implemented Implementation dates Share options implemented (number) Average offer price per share (Rand) Market price per share (Rand) Gain on implementation of share options 2013 R’000 2012 R’000 VN Fakude 46 900 8 290 4 937 13 September 2012 20 000 219,50 375,00 3 110 14 May 2013 26 900 219,50 412,06 5 180 KC Ramon 14 May 2013 81 700 249,00 412,28 13 340 – Total 128 600 21 630 4 937 All share options outstanding at the end of the year, have vested Already vested (number) Total (number) LPA Davies1 47 200 47 200 1 Retired as a director of Sasol Limited on 30 June 2011. The share options were granted to Mr LPA Davies while he was still an executive director. Sasol Inzalo Management Scheme rights Balance at beginning of year (number) Balance at end of year (number) VN Fakude 25 000 25 000 KC Ramon 25 000 25 000 Total 50 000 50 000 At the grant date on 3 June 2008, the issue price of the underlying share of R366,00 which represented the 60 day volume weighted average price of Sasol ordinary shares to 18 March 2008. The shares were issued to The Sasol Inzalo Management Trust at R0,01 per share. remuneration report continued

 


75 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Prescribed officers Medium-term incentives Balance at beginning of year (number) Granted (number) Average offer price per share (Rand) Grant date Effect of corporate performance targets (number) Medium-term incentives vested (number) Balance at end of year (number) AM de Ruyter 49 847 14 337 0,00 13 Sep 2012 – – 64 184 VD Kahla 16 361 8 510 0,00 13 Sep 2012 – – 24 871 BE Klingenberg 13 378 12 200 0,00 13 Sep 2012 (233) 1 626 23 719 M Radebe 21 350 8 510 0,00 13 Sep 2012 (197) 1 373 28 290 CF Rademan 14 653 12 200 0,00 13 Sep 2012 (233) 1 626 24 994 GJ Strauss 52 290 14 337 0,00 13 Sep 2012 (494) 3 458 62 675 Total 167 879 70 094 (1 157) 8 083 228 733 Medium-term incentives vested during the year Vesting dates Medium-term incentives vested (number) Average offer price per unit (Rand) Vesting price per unit (Rand) Gain on settlement of medium-term incentives 2013 R’000 BE Klingenberg 4 December 2012 1 626 0,00 369,50 601 M Radebe 5 December 2012 1 373 0,00 369,50 507 CF Rademan 6 December 2012 1 626 0,00 369,50 601 GJ Strauss 7 December 2012 3 458 0,00 369,50 1 278 Total 8 083 2 987 Medium-term incentives unvested at the end of the year vest during the following periods Within one year (number) One to two years (number) Two to three years (number) Total (number) AM de Ruyter 39 868 9 979 14 337 64 184 VD Kahla 12 821 3 540 8 510 24 871 BE Klingenberg 5 143 6 376 12 200 23 719 M Radebe 15 355 4 425 8 510 28 290 CF Rademan 5 143 7 651 12 200 24 994 GJ Strauss 36 363 11 975 14 337 62 675 Total 114 693 43 946 70 094 228 733 Share appreciation rights, with performance targets Balance at beginning of year (number) Granted (number) Average offer price per share (Rand) Grant date Effect of corporate performance targets (number) Share appreciation rights exercised (number) Balance at end of year (number) AM de Ruyter 224 300 28 700 376,46 13 Sep 2013 3 736 – 256 736 VD Kahla 73 600 17 000 376,46 13 Sep 2013 1 200 – 91 800 BE Klingenberg 60 100 24 400 376,46 13 Sep 2013 481 – 84 981 M Radebe 96 100 17 000 376,46 13 Sep 2013 1 437 – 114 537 CF Rademan 65 800 24 400 376,46 13 Sep 2013 481 10 620 80 061 GJ Strauss 235 000 28 700 376,46 13 Sep 2013 3 406 61 150 205 956 Total 754 900 140 200 10 741 71 770 834 071

 


76 Sasol annual financial statements 2013 AFS Sasol Limited group Share appreciation rights, with performance targets exercised Exercise dates Share appreciation rights exercised (number) Average offer price per right (Rand) Exercise price per right (Rand) Gain on exercise of share appreciation rights 2013 R’000 CF Rademan 10 620 1 043 17 September 2012 2 800 289,99 394,50 293 17 September 2012 7 820 298,65 394,50 750 GJ Strauss 61 150 6 127 18 September 2012 5 800 289,99 398,02 627 18 September 2012 46 007 298,65 398,02 4 572 18 September 2012 9 343 298,65 398,02 928 Total 71 770 7 170 Share appreciation rights, with performance targets, outstanding at the end of the year vest during the following periods Already vested (number) Within one year (number) One to two years (number) Two to five years (number) Total (number) AM de Ruyter 63 536 15 000 59 800 118 400 256 736 VD Kahla 20 400 5 300 19 200 46 900 91 800 BE Klingenberg 10 981 12 400 7 700 53 900 84 981 M Radebe 26 837 9 000 23 000 55 700 114 537 CF Rademan 361 14 300 7 700 57 700 80 061 GJ Strauss 2 556 23 800 54 500 125 100 205 956 Total 124 671 79 800 171 900 457 700 834 071 Share appreciation rights, without performance targets Balance at beginning of year (number) Granted (number) Average offer price per share (Rand) Grant date Share appreciation rights exercised (number) Balance at end of year (number) AM de Ruyter 11 100 – – – – 11 100 BE Klingenberg 80 400 – – – – 80 400 M Radebe 11 400 – – – – 11 400 CF Rademan 77 000 – – – 27 200 49 800 GJ Strauss 29 000 – – – 7 800 21 200 Total 208 900 – – – 35 000 173 900 Share appreciation rights, without performance targets, exercised Exercise dates Share appreciation rights exercised (number) Average offer price per right (Rand) Exercise price per right (Rand) Gain on exercise of share appreciation rights 2013 R’000 CF Rademan 27 200 2 665 17 September 2012 22 500 289,99 394,50 2 351 18 September 2012 1 700 294,50 398,02 176 18 September 2012 3 000 352,10 398,02 138 GJ Strauss 18 September 2012 7 800 294,50 398,02 807 Total 35 000 3 472 remuneration report continued

 


77 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Share appreciation rights, without performance targets, outstanding at the end of the year vest during the following periods Already vested (number) Within one year (number) One to two years (number) Two to five years (number) Total (number) AM de Ruyter 7 400 1 400 2 300 – 11 100 BE Klingenberg 31 100 24 000 2 900 22 400 80 400 M Radebe 7 600 1 300 2 500 – 11 400 CF Rademan – 24 300 3 000 22 500 49 800 GJ Strauss 11 400 4 000 5 800 – 21 200 Total 57 500 55 000 16 500 44 900 173 900 Sasol share incentive scheme – share options Balance at beginning of year1 (number) Share options implemented (number) Balance at end of year2 (number) AM de Ruyter 23 200 23 200 – BE Klingenberg 13 200 – 13 200 M Radebe 14 900 8 000 6 900 CF Rademan 6 300 6 300 – GJ Strauss 91 000 91 000 – Total 148 600 128 500 20 100 1 The balance of options represents the accumulated number of options granted (less implemented) over the preceding years. 2 The Sasol Share Incentive Scheme was replaced with the SAR Scheme effective 1 March 2007. Share options implemented Implementation dates Share options implemented (number) Average offer price per share (Rand) Market price per share (Rand) Gain on implementation of share options 2013 R’000 2012 R’000 AM de Ruyter 23 200 6 138 – 19 September 2012 1 600 89,50 391,23 483 14 May 2013 2 200 111,20 412,56 663 14 May 2013 14 400 126,40 412,51 4 120 14 May 2013 5 000 238,20 412,56 872 BE Klingenberg – – 3 877 M Radebe 8 000 1 538 – 14 March 2013 6 100 218,00 413,68 1 194 14 March 2013 1 900 232,38 413,68 344 CF Rademan 6 300 983 – 5 October 2012 3 700 218,00 380,00 599 5 October 2012 2 600 232,38 380,00 384 GJ Strauss 91 000 17 908 – 18 September 2012 27 200 205,11 393,64 5 128 18 September 2012 15 000 205,11 393,50 2 826 13 March 2013 10 000 205,11 414,00 2 089 13 March 2013 5 000 205,11 414,00 1 044 15 March 2013 24 600 205,11 417,00 5 212 18 September 2012 3 000 232,38 393,50 483 13 March 2013 6 200 232,38 414,00 1 126 Total 128 500 26 567 3 877

 


78 Sasol annual financial statements 2013 AFS Sasol Limited group All share options outstanding at the end of the year, have vested Already vested (number) Total (number) BE Klingenberg 13 200 13 200 M Radebe 6 900 6 900 Total 20 100 20 100 Sasol Inzalo Management Scheme rights Balance at beginning of year (number) Balance at end of year (number) M Radebe 15 000 15 000 At grant date on 3 June 2008, the issue price of the underlying share of R366,00, which represented the 60 day volume weighted average price of Sasol ordinary shares to 18 March 2008. The shares were issued to The Sasol Inzalo Management Trust at R0,01 per share. Beneficial shareholding The aggregate beneficial shareholding at 30 June 2013 of the directors of the company and the group executive committee 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. Beneficial shareholding 2013 2012 Number of shares Number of share options2 Total beneficial shareholding Number of shares Number of share options2 Total beneficial shareholding Direct Indirect1 Direct Indirect1 Executive directors LPA Davies3 n/a n/a n/a n/a 96 800 – 499 200 596 000 VN Fakude 1 500 – – 1500 1 500 – 46 900 48 400 KC Ramon 21 500 41 556 – 63 056 21 500 41 556 54 400 117 456 Non-executive directors TH Nyasulu – 1 450 – 1 450 – 1 450 – 1 450 IN Mkhize 1 313 18 626 – 19 939 1 313 18 626 – 19 939 Total 24 313 61 632 – 85 945 121 113 61 632 600 500 783 245 1 Includes units in the Sasol Share Savings Trust and ordinary shares held in Sasol Inzalo Public Limited. 2 Includes share options which have vested or which vest within sixty days of 30 June. 3 Retired as a director of Sasol Limited on 30 June 2011. Beneficial shareholding 2013 2012 Number of shares Number of share options2 Total beneficial shareholding Number of shares Number of share options2 Total beneficial shareholding Direct Indirect1 Direct Indirect1 Prescribed officers AM de Ruyter 5 900 – – 5 900 5 900 – 23 200 29 100 BE Klingenberg – – 13 200 13 200 15 800 – 11 300 27 100 M Radebe – 3 748 6 900 10 648 – 3 659 13 000 16 659 CF Rademan 350 – – 350 350 – 3 700 4 050 GJ Strauss 4 300 205 – 4 505 4 300 190 88 000 92 490 Total 10 550 3 953 20 100 34 603 26 350 3 849 139 200 169 399 1 Includes units in the Sasol Share Savings Trust and ordinary shares held in Sasol Inzalo Public Limited. 2 Includes share options which have vested or which vest within sixty days of 30 June. remuneration report continued

 


79 Sasol Limited company notes to the financial statements Sasol Limited group consolidated financial statements Sasol overview Beneficial shareholding for 2013 disclosed in the table above includes shares held by the following black directors, the prescribed officers/group executive committee and their associates as a result of their participation in the Sasol Inzalo share transaction on 8 September 2008. 2013 2012 Number of Sasol BEE ordinary shares Number of Sasol Inzalo ordinary shares Number of Sasol BEE ordinary shares Number of Sasol Inzalo ordinary shares Executive director KC Ramon – 41 5561 – 41 556 Non-executive directors IN Mkhize 313 18 626 313 18 626 TH Nyasulu – 1 450 – 1 450 Prescribed officers – 3 137 – 3 137 Total 313 64 769 313 64 769 1 This includes an effective interest in 427 Sasol Inzalo ordinary shares owned by Melanani Investments (Pty) Ltd. in which Mrs KC Ramon has a 15% interest and an effective interest in 655 Sasol Inzalo ordinary shares owned by Melanani Women Investments (Pty) Ltd in which Mrs KC Ramon has a 20% interest. The Sasol BEE ordinary shares rank pari passu with Sasol ordinary shares in all respects except that they have limited trading rights until 7 September 2018. Sasol Inzalo Public Limited (Sasol Inzalo) indirectly held 2,4% of the total issued capital of Sasol on 30 June 2013 in the form of unlisted Sasol preferred ordinary shares. The Sasol Inzalo ordinary shares have limited trading rights until 7 September 2018. Refer to note 46 of the consolidated annual financial statements for details of the Sasol Inzalo share transaction. Interest of directors in contracts The directors of the company declare their personal financial interest in any transactions with the company in terms of the Act. Mrs TH Nyasulu, the non-executive chairman of the company, is also a director of Sasol Oil (Pty) Ltd, a subsidiary of Sasol Limited, and Tshwarisano LFB Investment (Pty) Ltd, and indirectly holds 1,275% of the shares of Sasol Oil through her 5,1% indirect holding in Tshwarisano LFB Investment (Pty) Ltd. Dilution The potential dilution that could occur if all the share options are implemented under the Sasol Share Incentive Scheme and the Sasol Inzalo share schemes, is addressed in note 42 of the consolidated annual financial statements.