20-F - SSL - Equibles

Table of Contents As filed with the Securities and Exchange Commission on 06 September 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

◻REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

⌧ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934—for the fiscal year ended 30 June 2024

◻TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

◻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 Organization)

Sasol Place, 50 Katherine Street , Sandton , 2196

South Africa

(Address of Principal Executive Offices)

Walt Bruns , Chief Financial Officer, Tel. No. +27 **** 10 344 3060 , Email walt.bruns@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
American Depositary Shares		SSL		New York Stock Exchange
Ordinary Shares of no par value*		SSL		New York Stock Exchange
4,375% Notes due 2026 issued by Sasol Financing USA LLC		SOLJL		New York Stock Exchange
6,500% Notes due 2028 issued by Sasol Financing USA LLC		SOLJL		New York Stock Exchange
5,500% Notes due 2031 issued by Sasol Financing USA LLC		SOLJL		New York Stock Exchange

*Listed on the New York Stock Exchange not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares (ADS or ADSs) pursuant to the requirements of the Securities and Exchange Commission.

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:

648 475 104 Sasol shares comprising

642 143 757 Sasol ordinary shares of no par value

6 331 347 Sasol BEE ordinary shares of no par value

Table of Contents Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ◻

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 ☐ No ⌧

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 ☒ No ◻

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 ☒ No ◻

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 ⌧	Accelerated filer ◻	Non-accelerated filer ◻	Emerging growth company ◻

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. ◻

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ◻	International Financial Reporting Standards as issued by the International Accounting Standards Board ⌧	Other ◻

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 ◻ Item 18 ◻

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 ◻ No ⌧

Table of Contents TABLE OF CONTENTS


		Page
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	9
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	9
ITEM 3.	KEY INFORMATION	9
ITEM 4.	INFORMATION ON THE COMPANY	35
ITEM 4A.	UNRESOLVED STAFF COMMENTS	61
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	61
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	75
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	84
ITEM 8.	FINANCIAL INFORMATION	84
ITEM 9.	THE OFFER AND LISTING	85
ITEM 10.	ADDITIONAL INFORMATION	85
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	95
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	96
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	97
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	97
ITEM 15.	CONTROLS AND PROCEDURES	97
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	100
ITEM 16B.	CODE OF ETHICS	100
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	100
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	101
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	101
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	101
ITEM 16G.	CORPORATE GOVERNANCE	102
ITEM 16H.	MINE SAFETY DISCLOSURE	102
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	102
ITEM 16J.	INSIDER TRADING	102
ITEM 16K.	CYBERSECURITY	102
ITEM 17.	FINANCIAL STATEMENTS	103
ITEM 18.	FINANCIAL STATEMENTS	103
ITEM 19.	EXHIBITS	H-1
LOCATION MAPS		M-1

Table of Contents PRESENTATION OF INFORMATION

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:

●	“rand” or “R” means the currency of the Republic of South Africa;
●	“US dollars”, “dollars”, “US$” or “$” means the currency of the United States (US); and
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●	“euro”, “EUR” or “€” means the common and currency of the member states of the European Monetary Union.
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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 2024. 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).

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” refer 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 20F 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 in South Africa. 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” refer to our gas-to-liquids processes.

Forward-looking and other statements in this Form 20-F including those in relation to our environmental, social and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the US Securities and Exchange Commission (SEC). In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Future production profiles in this Form 20-F, and its related exhibits, do not yet reflect the impact of our greenhouse gas (GHG) reduction strategy as the programme was still in pre-feasibility phase at 30 June 2024. It is expected that the programme will progress past pre-feasibility during calendar 2024 with the related impact of disclosure reflected in this Form 20-F.

Unless otherwise stated, presentation of financial information in this annual report on Form 20-F will be pursuant to 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 4

Table of Contents segmental reporting, that is disclosed to the investing and reporting public.

“Financial Review” means the Chief Financial Officer’s statement included in Exhibit 99.3.

“Headline earnings per share (HEPS)” refers to disclosures made under the listings requirements issued by the JSE (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, once-off tax adjustments, 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.

Table of Contents FORWARD-LOOKING STATEMENTS

We may from time to time make written or oral forward-looking statements, including in this Form 20-F, in other filings with the SEC, 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, expectations, developments and business strategies. Examples of such forward-looking statements include, but are not limited to:

●	rising inflation, supply chain issues, volatile commodity costs and other inflationary pressures exacerbated by geopolitical conflicts and/or instability and subsequent sanctions;
●	the capital cost of our projects, including the Production Sharing Agreement (PSA) project (including material, engineering and construction cost) and the timing of project milestones;
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●	our ability to obtain financing to meet the funding requirements of our capital investment programme, as well as our ongoing business activities;
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●	statements regarding our future results of operations and financial condition and regarding future economic performance including cost containment, cash conservation programmes and business optimisation initiatives;
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●	statements regarding recent and proposed accounting pronouncements and their impact on our future results of operations and financial condition;
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●	statements of our business strategy, business performance outlook, plans, objectives or goals, including those related to products or services;
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●	statements regarding future competition, volume growth and changes in market share in the industries and markets for our products;
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●	statements regarding our existing or anticipated investments (including the Mozambique exploration and development activities, the GTL joint venture in Qatar, chemical projects and joint arrangements in North America and other investments), acquisitions of new businesses or the disposal of existing businesses, including estimates or projections of internal rates of return and future profitability;
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●	statements regarding our estimated oil, gas and coal reserves;
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●	statements regarding the probable future outcomes of litigation and regulatory proceedings and the future development in legal and regulatory requirements including statements regarding our ability to comply with future laws and regulatory requirements;
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●	statements regarding future fluctuations in refining margins and crude oil, natural gas and petroleum and chemical product prices;
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●	statements regarding the demand, pricing and cyclicality of oil, gas and petrochemical product prices;
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●	statements regarding changes in the fuel and gas pricing mechanisms in South Africa and their effects on prices, our operating results and profitability;
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●	statements regarding future fluctuations in exchange and interest rates and changes in credit ratings; statements regarding total shareholder return;
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●	statements regarding our growth and expansion plans;
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●	statements regarding our current or future products and anticipated customer demand for these products;
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●	statements regarding acts of war, terrorism or other events that may adversely affect the group’s operations or those of key stakeholders to the group;
●	the impact of any pandemics, and the measures taken in response, on Sasol’s business, results of operations, markets, employees, financial condition and liquidity;
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●	the effectiveness of any actions taken by Sasol to address or limit any impact of such pandemics on its business, people and operations;
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●	statements and assumptions relating to macroeconomics including in relation to potential impact of pandemics;
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●	statements regarding climate change, climate change impacts, and our climate change strategies including strategies around disclosure and transparency of climate, energy efficiency improvement, GHG emission reduction targets, our net zero emissions ambition and future low-carbon initiatives, including relating to green hydrogen, renewable fuels and sustainable aviation fuel;
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●	statements regarding our estimated carbon tax liability;
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●	statements regarding cybersecurity;
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●	statements regarding ongoing legal proceedings, including tax litigation and assessments; and
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●	statements of assumptions underlying such statements.
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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 impact of pandemics, and the related response measures, on the Company and on the economies in which we operate;
●	the outcome in pending and developing regulatory matters and the effect of changes in regulatory requirements and government policy;
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●	the political, social and fiscal regime and economic conditions and developments in the world, especially in those countries in which we operate;
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●	the outcome of legal proceedings including tax litigation and assessments;
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●	our ability to maintain key customer relations in important markets;
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●	our ability to improve results despite increased levels of competition;
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●	our ability to utilise our oil gas and coal reserves as anticipated;
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●	the continuation of substantial growth in significant developing markets;
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●	the ability to benefit from our capital investment programme;
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●	the accuracy of our assumptions in assessing the economic viability of our large capital projects and growth in significant developing areas of our business;
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●	the ability to gain access to sufficient competitively priced gas, coal and other feedstocks and/or other commodities;
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●	the impact of increasingly more stringent environmental, sustainability, governance and regulatory requirements on our operations and access to natural resources;
●	the risk of potential liability for our operations under existing or future environmental regulations;
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●	our success in continuing technological innovation to address climate change risks;
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●	the success of our B-BBEE ownership transactions;
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●	our ability to maintain sustainable earnings despite fluctuations in oil, gas and commodity prices, foreign currency exchange rates and interest rates;
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●	our ability to maintain sufficient levels of cash at all times;
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●	our ability to attract and retain sufficient and adequately skilled employees;
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●	the risk of completing major projects within budget and schedule; and
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●	our success at managing the foregoing risks.
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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.D—Risk factors”

Table of Contents 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:

●	South African public policy considerations;
●	South African legislation regulating the applicability and extent of damages and/or penalties that may be payable by a party;
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●	the applicable rules under the relevant South African legislation which regulate the recognition and enforcement of foreign judgements in South Africa; and
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●	the South African courts’ inherent jurisdiction to intervene in any matter which such courts may determine warrants the courts’ intervention (despite any agreement among the parties to (i) have any certificate or document being conclusive proof of any factor, or (ii) oust the courts’ jurisdiction).
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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.

ITEM 3. KEY INFORMATION

3.A [Reserved]

3.B Capitalisation and indebtedness

Not applicable.

3.C Reasons for the offer and use of proceeds

Not applicable.

3.D Risk factors

This section describes some of the risks that could materially affect, separately or in combination, Sasol’s business, operating results, cash flows and financial position. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business operations. 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.

Summary of Risk Factors

Please carefully consider all of the information discussed in this Report for a more thorough description of these and other risks. The risks described below are organised by risk type and are not listed in order of their priority to us or their impact on us.

Risks related to our business

●	Cyclicality in petrochemical and refined product margins, supply and demand may adversely affect our business, operating results, cash flows and financial position;

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●	Our coal, crude oil, and natural gas reserve estimates may be materially different from quantities and qualities that we eventually recover or ultimately make use of;
●	We may be unable to access, discover, appraise and develop gas resources at a rate and price that is viable to sustain our business and/or enable growth;
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●	We may not be able to exploit technological advances quickly enough and successfully, or competitors may develop superior technologies; and
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●	Our insurance may not sufficiently cover damage or other potential losses, thereby impacting our business and financial position.
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Risks related to financial matters

●	We may not be able to repay, extend or refinance our debt in a timely manner or at all, which would have a material adverse effect on our credit rating, financial position and ability to continue as a going concern;
●	Our access to and cost of funding is affected by our credit rating, which in turn is affected by, among other factors, our financial performance and the sovereign credit rating of the Republic of South Africa;
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●	We may not achieve our Sasol 2.0 targets or deliver sufficient positive impact to the cash flow available for debt service through cash generation targets set;
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●	Fluctuations in coal, crude oil, natural gas, ethane, chemical and petroleum product prices and refining margins may adversely affect our business, operating results, cash flows and financial position and
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●	Fluctuations in exchange rates may adversely affect our business, operating results, cash flows and financial position.
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Refer to Risks related to legal, regulatory and governance matters on impairment risks

Risks related to economic, political or social factors

●	Economic, political or social factors affecting the regions in which we operate may have a material adverse effect on our operations and profit.

Risks related to our capital investments

●	We may not achieve projected benefits of acquisitions or divestments;
●	Our projects / capital investments may be subject to schedule delays and cost overruns, and we may face material changes in market conditions or other business assumptions, which could render our projects unviable or less profitable than planned;
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●	The concentration of service providers supplying the oil and gas industry and the immaturity of the supplier market in Mozambique may adversely affect our business;
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●	Exposure related to significant investments in associates and joint arrangements may adversely affect our business, operating results, cash flows and financial position; and
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●	We may not pay dividends or make similar payments to shareholders in the future due to various factors.
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Risks related to the safety and reliability of our operations

●	Constraints in the supply of water and electricity above inflation utility cost increases as well as poor infrastructure may impact our operations;
●	We may face potential costs as well as harm to our reputation in connection with incidents causing property damage, personal injury or environmental contamination, and industry and value chain-related operational interruptions; and
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●	Our facilities may also be subject to deliberate disruptions.
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Risks related to legal, regulatory and governance matters

●	Our shareholders might lose confidence in our financial and other public reporting if we continue to experience material weaknesses identified and fail to maintain an effective system of internal controls over financial reporting, which in turn may adversely affect our share price;
●	Certain factors may result in the recognition of an impairment charge, which could negatively impact our financial position;
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●	Actual or alleged non-compliance with regulatory requirements could result in criminal or civil enforcement and associated sanctions and/or harm our reputation and negatively impact our licence to operate;
●	Stringent South African regulations in the areas of mining, petroleum and energy activities may have an adverse effect on our mineral rights and impact our business, operating results, cash flows and financial position;
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●	Changes in safety, health, environmental and chemical regulations, other legislation and public opinion may adversely affect our business, operating results, cash flows and financial position;
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●	We are subject to risks associated with litigation and regulatory proceedings; and
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●	Intellectual property risks may adversely affect our freedom to operate our processes and sell our products and may impact our competitive advantage.
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Risks related to our sustainability

●	Our strategy to respond to climate change, including compliance with evolving regulatory requirements, policy and plans to reduce greenhouse gas (GHG) emissions and to adequately disclose related risks, strategies and impacts, may not be successful.

Risks related to health, including pandemics

●	Our global operations expose us to pandemics, that may adversely affect our workforce and impact business continuity, operating results, cash flows and financial position.

Risks related to information management

●	We may face the risk of data breaches or attempts to disrupt critical information and operational technology services, which may adversely impact our operations and business continuity.

Risks related to our people

●	Challenges remain around our ability to attract and retain critical skills to support current and future business requirements.
●	We may not achieve the targets and positive impact expected from the adoption of the Streamlining Program
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Risks related to our American Depositary Receipts (ADR or ADRs)

●	The exercise of voting rights by holders of ADRs is limited in some circumstances;
●	Holders of Sasol’s ordinary shares or ADSs may be subject to dilution as a result of any non-preemptive 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;
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●	Sales of a large amount of Sasol’s ordinary shares and ADSs could adversely affect the prevailing market price of the securities; and
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●	US securities laws do not require Sasol to disclose as much information to investors as a US issuer is required to disclose, and investors may receive less information about the Company than they might otherwise receive from a comparable US company.
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Risks related to our business

Cyclicality in petrochemical and refined product margins, supply and demand may adversely affect our business, operating results, cash flows and financial position

Sasol’s chemicals portfolio includes several products that are exposed to cyclicality in margins and demand. 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.

Cyclicality combined with difficulty in forecasting the timing of business cycles, and prices for refined and chemical products, especially during periods of volatile market conditions, may have a material adverse effect on our business, operating results, cash flows and financial position.

Loss of business competitiveness remains a risk, driven by inter alia uncompetitive product prices, insufficient volumes impacting the competitiveness of our cost structure (for any/all of our products) to meet demand, cost of production and production volumes, sub-optimal inventory levels, supply chain disruptions, 11

Table of Contents critical feedstock availability, inadequate innovation, a breakdown in key customer relationships, loss of customers and ability to place product in the market. This includes the risk of increased competition in the liquid fuels market in Southern Africa should new market entrants emerge who in turn could place refineries with own production at risk.

Our coal, crude oil, and natural gas reserve estimates may be materially different from quantities and qualities that we eventually recover or ultimately make use of

Our reported coal, crude oil, and natural gas reserves are estimated quantities and qualities 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 and qualities of reserves and in projecting future rates of production, including factors that are beyond our control and therefore estimated quantities and qualities of reserves are uncertain. 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 are 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 performance. For example, if quantities and qualities eventually recovered or if recovery rates are materially different from estimates, then this could result in us having insufficient quantities to meet demand or supply obligations for such production. See “Item 4.D—Property, plants and equipment”.

We may be unable to access, discover, appraise and develop gas resources at a rate and price that is adequate to sustain our business and/or enable growth

Our natural gas resources in Mozambique are of particular importance as feedstock for our plants in South Africa, as well as for sales of gas into the markets in Mozambique and South Africa. We continue

to develop a portfolio of gas options in Mozambique which includes gas field development of the current Petroleum Production Agreement (PPA) and Production Sharing Agreement (PSA) assets, pursuing exploration opportunities, as well as considering options for future supply of liquified natural gas. However, we cannot be sure that we will be able to successfully develop the full portfolio of gas options. Capital availability as well as economic viability play a key role in determining which projects are implemented. Cost of gas increases when there is low volume recovery requiring significant capital investments. The cost of these additional tranches of gas has the potential to be uneconomical to buyers of gas.

Natural gas from the PPA, based on being in operation since 2004, has started to decline. However, there are no guarantees that the production plateau can be extended given the inherently uncertain nature of upstream production in accurately forecasting gas recovery, especially at this stage of the asset life. In addition to PPA investments, any investment made in the PSA has significant volume uncertainty given that it is a new development, and additional data is required to improve forecasting. Gas to the domestic market in Mozambique will be prioritised according to existing commitments, and thereafter production will be allocated according to the gas volumes contracted for export to South Africa.

Competition for suitable opportunities, increasing technical difficulty, stringent regulatory and environmental standards, large capital requirements, lack of strategic enabling infrastructure and existing capital commitments may negatively affect our ability to access, appraise and develop new gas resources in a timely manner, which could adversely impact our ability to support and sustain our current business operations while we transition to Future Sasol. 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 position.

We may not be able to exploit technological advances quickly enough 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 12

Table of Contents can affect, among others, 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 and environmental pressures may force us to implement these new technologies at a substantial cost.

In addition to the potential technological challenges, expansion projects are often integrated across our value chain. Delays with the development of an integrated project might, accordingly, have an impact on more than one business segment and could result in a material adverse effect on our business, operating results, cash flows and financial position.

Over time, green hydrogen is anticipated to be a feedstock for the sustainable products that we will increasingly look to produce, however, this will depend on the affordability of green hydrogen production and electrolysers, scale of renewable energy roll-out and our ability to procure the technology cost effectively. Our effort to become a green hydrogen producer may be unsuccessful and the process may lead to increased operational and capital costs and negatively impact other growth strategies. For more information, see “—Risks related to our sustainability—Our strategy to respond to climate change, including compliance with evolving regulatory requirements and policies to reduce GHG emissions and to adequately disclose related risks, strategies and impacts, may not be successful and could result in negative sentiments and environmental claims impacting negatively on our business. In addition, laws, policies and societal concerns related to climate change could reduce supply/demand for our products, increase our operational costs, reduce our competitiveness, negatively impact our stakeholder relations, or adversely affect our licence to operate and impede our access to capital and financing—Transitional risk, Access to low-carbon opportunities”.

Our insurance may not sufficiently cover damage or other potential losses, thereby impacting our business and financial position

It is Sasol’s policy to ensure effective service provider management and procure appropriate insurance cover for property damage and business interruption for its production facilities. The policy is to procure cover above acceptable deductible levels at acceptable commercial premiums. However, full cover for all loss scenarios may not be available at acceptable terms or 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. In addition, loss and liability in relation to cybersecurity may not be sufficiently covered by our insurance.

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 performance.

Risks related to financial matters

We may not be able to repay, extend or refinance our debt in a timely manner or at all, which would have a material adverse effect on our credit rating, financial position and ability to continue as a going concern

A number of short to medium-term factors can adversely affect our access to capital and ability to repay, extend or refinance our existing debt or access future financing on commercially reasonable terms (if at all), which in turn can materially affect our business results, liquidity and financial position. These factors include:

●	the increased risk of a prolonged surge in global inflation and interest rates;
●	poor financial and operational performance, including operating cash flow, net debt to earnings before interest, taxes, depreciation and amortisation (EBITDA) ratio, gearing as well as the significant decrease in the share price and subsequent market capitalisation, which negatively impacts market confidence;;
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●	prolonged dislocation in the financial and capital markets;
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●	insufficient cash flow available for debt service in the current (or future) reporting
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periods to support the amount of debt already on the balance sheet, or slow or insufficient impact to the cash flow available for debt service;
●	prolonged periods of low oil prices and product margins;
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●	inherent business risks, including unplanned production outages, declines in margins for our products, higher than anticipated capital requirements to sustain operations and projects and supply chain disruptions;
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●	climate change and environmental, social and governance (ESG) strategy concerns, which may restrict the availability of bank loans or access to the local and global debt capital markets;
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●	changes in financial market regulation; and
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●	adverse global events including impact from pandemics and geopolitical conflicts.
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In addition, our principal credit facilities contain restrictive covenants (including financial covenants). These restrictive covenants limit, among other things, our ability to encumber our assets, incur incremental debt and dispose of assets in certain circumstances. In addition, the financial covenants include a requirement to not exceed a maximum net debt-to- EBITDA ratio. These restrictive covenants could limit our operating and financial flexibility and failure to comply with any covenant may enable the lenders to accelerate repayment obligations.

Our operating cash flow and credit facilities may also be insufficient to meet our capital requirements and related incremental working capital plans, depending on the timing and cost of development of our existing and future projects and our operating performance, as well as our ongoing business activities. As a result, additional capital may be needed to meet the funding requirements of these projects and ongoing business activities, and any inability to refinance or extend debt maturities may impact our financial condition and ability to continue as a going concern.

Further, we have incurred US dollar denominated debt. To the extent US dollars are not readily available to us, we may not be able to fund such repayments.

Under South African exchange control regulations, we must obtain approval from the Financial

Surveillance Department (FSD) of the South African Reserve Bank (SARB) 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 or our financial needs. For more information regarding exchange controls in South Africa, see “Item 10.D—Exchange controls”.

Our access to and cost of funding is affected by our credit rating, which in turn is affected by, among other factors, our financial performance and the sovereign credit rating of the Republic of South Africa

Any downgrades to our credit rating, be that due to the deterioration of our financial performance or a decline of the sovereign credit rating of the Republic of South Africa, could adversely affect our access to and the cost of funding.

We may not achieve our Sasol 2.0 targets or deliver sufficient positive impact to the cash flow available for debt service through cash generation targets set

In November 2020, Sasol announced the Sasol 2.0 business programme that has specific targets for cash fixed cost, gross margin, working capital and capital expenditure. Further other cash generation targets are driven through annual budgeting processes.

There are factors that may negatively impact the achievement of the set targets. These include negative macroeconomic developments or deterioration of market conditions as well as the impact of operational instability and our failure to manage costs appropriately across our operating sites. The actual cash flow improvement achieved may therefore differ significantly from the current targeted amounts. The actual improvements may only be targeted in countering inflation and macroeconomic developments and may not result in expected improvements. If the anticipated benefits cannot be realised from these efforts, our business, operating results, financial position, cash flows and ability to execute our growth strategy could be adversely affected. 14

Table of Contents Fluctuations in coal, crude oil, natural gas, ethane, chemical and petroleum product prices and refining margins may adversely affect our business, operating results, cash flows and financial position

Market prices are subject to fluctuations due to general economic conditions, production capacity, industry inventory levels and technology advancements

We depend on coal, crude oil, natural gas, ethane, chemicals and petroleum products, among others, as feedstock and process materials. The market prices of these products fluctuate, and it remains inherently challenging to forecast such fluctuations in prices and refining margins as they are subject to local and international supply and demand fundamentals and other factors, such as macro environment volatilities, over which we have no control. Currency fluctuations and commodity prices can have a joint impact on our financial performance and could adversely affect our business, operating results, cash flows and financial position, including the delay or cancellation of projects.

In addition, a substantial proportion of our turnover is derived from sales of natural gas, chemical and petroleum products, the prices of which have fluctuated significantly in recent years. These prices are affected primarily by crude oil prices and other global factors including changes in product inventory, production capacity and availability of substitute products. Worldwide supply conditions and crude oil prices may be significantly influenced by macroeconomic conditions, industry inventory levels, technology advancements, weather-related damage and disruptions, alternative fuel prices and geopolitical risks, including warfare. See “Item 5.A—Operating results” for the impact of the crude oil prices on the results of our operations.

It is inherently difficult to forecast fluctuations in prices for coal, crude oil, natural gas, ethane, chemicals and petroleum products. This risk has been exacerbated by the disruption caused by the Russia- Ukraine war as well as the Israel-Hamas conflict and the related instability in the Middle: East, and the consequent inflationary pressures from feedstock costs, impacts on supply chains and uncertainties around changes in monetary policy in high inflationary environments. The macro environment remains volatile, with key indicators (such as exchange rate, oil, feedstock cost and inflation) changing significantly.

As we are unable to control the price at which these products are purchased or sold, fluctuations in

prices of these products, or any inability to obtain or sell these products, may have a material adverse effect on our business, operating results, cash flows and financial position.

South African regulations and margin erosion

The South African government controls and/or regulates certain fuel prices and our margins may be impacted as a result of changes to the regulations and formulae used to calculate such prices.

South African liquid fuels prices are determined on an import parity principle using the “Basic Fuel Price” (BFP) mechanism. Elements in the BFP formula are updated or adjusted from time to time at the discretion of the Department of Mineral Resources and Energy (DMRE), which may affect margins.

Further, 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.

Piped gas prices are regulated through the approval of maximum piped gas prices by the National Energy Regulator of South Africa (NERSA). NERSA uses its Maximum Gas Price Methodology adopted from time to time as the guideline for assessing and deciding on maximum gas price applications by licensed traders. In January 2023, NERSA adopted a revised Maximum Gas Price Methodology. The implementation by NERSA of this revised methodology in relation to future gas price applications by Sasol Gas (Pty) Ltd (Sasol Gas) could have an adverse effect on our business, operating results, cash flows and financial position. In addition, the outcome of the ongoing litigation in the review application of the 2021 NERSA Maximum Gas Price decision (described under “Item 4.B—Business overview—Legal proceedings and other contingencies”) may also lead to such an adverse effect.

Long -term fluctuations in US dollar prices for oil

While we use derivative financial instruments and engage in hedging activities from time to time to mitigate against downside risk, these do not protect against differing trends in the correlation between crude oil and chemicals and petroleum product prices and as such, our exposure could result in reduced revenues and 15

Table of Contents may have an adverse effect on our business, operating results, cash flows and financial performance. See “Item 11—Quantitative and Qualitative Disclosures About Market Risk”.

Fluctuations in exchange rates may adversely affect our business, operating results, cashflows and financial position

The rand is the principal functional currency of our operations, and we report our financial results in rand. However, a significant portion 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, 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. In addition, a significant part of our borrowings is US dollar-denominated, as these relate to investments outside South Africa or constitute materials, engineering and construction costs imported into South Africa. Fluctuations in the rand/US dollar (ZAR/US$) exchange rate impact our financial leverage and estimated capital expenditure. We also generate turnover and incur operating costs in US dollars, euros and other currencies.

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 position.

Furthermore, the rand exchange rate is affected by various international and South African economic and political factors. Strengthening of the rand would have an adverse effect on our operating results, cash flows and financial position. However, given the significance of our foreign currency-denominated long-term debt, a weaker rand against the US dollar would have a negative impact on our gearing. See “Item 5.A—Operating results” for further information regarding the effect of exchange rate fluctuations on our results of operations.

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.D—Exchange controls”.

In addition, 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.

Risks related to economic, political or social factors

Economic, political or social factors affecting the regions in which we operate may have a material adverse effect on our operations and profit

Fiscal and monetary policies

Macroeconomic factors, such as inflation and interest rates, could affect our ability to contain costs and obtain cost-effective debt financing. Global financial conditions, geo-political tensions, commodity price trends, emerging market sentiment swings and domestic socio-political and policy developments, could contribute to significant currency volatility.

Further, global economic conditions remain uncertain. Macroeconomic and socio-political uncertainties and other potential disruptions to international credit markets and financial systems could cause a loss of investor confidence and any economic recovery may remain limited in geographic scope. The risk also remains that a recovery could be slow or that the global economy could fall into a deep and long-lasting recession.

Political and social uncertainty

We have invested in or are in the process of investing in and/or divesting from, significant operations in Southern African, European, North American, Asian and Middle Eastern countries that are experiencing or have experienced political, social and economic uncertainty. For example, South Africa faces ongoing challenges in improving the country’s growth potential, reducing inequality, weak public finances, corruption and addressing weaknesses at state-owned enterprises, particularly the national power utility, Eskom and Transnet SOC Limited (Transnet) (the state-owned rail, port and pipeline company), and other institutions. It also continues to face events and risks related to civil and social unrest. These factors remain a risk to South Africa’s business environment, sovereign credit rating outlook and future socioeconomic stability. 16

Table of Contents In addition, economic and political instability in regions outside of the jurisdictions in which we operate and other geopolitical conflicts and/or instability such as the Russia-Ukraine war as well as the Israel-Hamas conflict and the related instability in the Middle: East may result in unavoidable uncertainties that could negatively affect costs of business and cause volatility in exchange rates, commodity prices, inflation and interest rates. Such events could also impact worldwide political, regulatory, economic or market conditions, as well as causing instability in political institutions, regulatory agencies and financial markets, any of which could have a material adverse effect on our business, operating results, cash flows and financial position.

Sasol operates in countries where political and social factors, such as political instability, civil unrest, or changes in government policies, could affect its operations. Specifically, Sasol’s mining operations are vulnerable to community disruptions, such as local community protests to obtain employment opportunities and procurement contracts. Further, government policies, laws and regulations in countries where we operate, or plan to operate, may change in the future. Such changes may also be triggered by changes in government/public representatives due to the outcomes of elections in various countries/regions where we operate. 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 conduct operations or deliver on planned projects cannot be determined with any degree of certainty. Such changes may therefore have an adverse effect on our operations and financial results.

Sasol Mining is obliged to comply with the Mining Charter, in that Sasol Mining should empower local communities and local businesses with at least 51% Black-owned, 100% Black Women-Owned and Designated groups companies. The target of procurement spend is increased annually in accordance with the Mining Charter. Failure to comply with the Mining Charter provision might result in an adverse effect on the Sasol Mining Licence.

Transformation and local content

We are required to interpret and understand the local content requirements for certain countries in which we operate. For example, in the Republic of

Mozambique we are required to interpret and comply with certain local content requirements to be able to enhance our social licence to operate in the oil and gas industry. As a result, not understanding or complying with these local content requirements poses a risk to us.

Further, we cannot ensure compliance with transformation requirements or with newly imposed regulations. For example, value creation, if any, to the majority of the Khanyisa shareholders (black, permanently employed South African employees) at the conclusion of the Sasol Khanyisa Transaction (as defined below) is exposed to the inherent business risks of Sasol South Africa Limited (SSA) during the empowerment period of the 10-year Khanyisa transaction. The value created is determined with reference to the extent the fair value of SSA and any dividends declared by SSA exceed any outstanding vendor financing related to the Khanyisa shareholding transaction at the end of the transaction period (being 10 years). Any adverse impact on dividend distributions to the Khanyisa shareholders or on the valuation of the SSA business on conclusion of the transaction will reduce the ultimate value created, which could negatively impact the Sasol Group in terms of its ability to meet B-BBEE targets. See “Item 4.B—Empowerment of historically disadvantaged South Africans”.

Disruptive industrial action

While the Sasol employee relations landscape is relatively stable, the South African labour market remains volatile and can be characterised by major industrial action in key sectors of the economy, especially during the season of wage negotiations. The current socio-economic climate, cost-of living-pressures and high unemployment rates increase this risk.

Other factors affecting our operations

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:

●	expropriation of assets;
●	non-performance by state-owned enterprises in South Africa such as Eskom and Transnet. See “—Risks related to the safety of our operations—: “Constraints in the supply of water and electricity as well as poor infrastructure may impact our operations” ;
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●	lack of capacity (financial or otherwise) to deal with emergency response situations; and
●	terrorism threats.
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Risks related to our capital investments

We may not achieve projected benefits of acquisitions or divestments

We may, from time to time and subject to favourable market conditions, pursue acquisitions or divestments. Further, the rise of factors and concerns relating to sustainability and ESG issues in investment decisions may also result in certain divestments.

With any such transaction, there is the risk that any benefits or synergies identified at the time of such acquisition or divestment may not be fully achieved as a result of changing or inappropriate assumptions, materially different market conditions, integration challenges or other factors. Furthermore, we could be found liable, regardless of extensive due diligence reviews, for past acts or omissions of the acquired or disposed business without any adequate right of redress.

In addition, in the event we choose to raise debt capital to finance acquisitions, our leverage will increase. Should we choose to use equity as consideration for an acquisition, existing shareholders may suffer dilution. Alternatively, we may choose to finance any acquisition with our existing resources, which could decrease our ability to fund future capital expenditure and expansion.

Our projects / capital investments are subject to schedule delays and cost overruns, and we may face material changes in market conditions or other business assumptions, which could render our projects unviable or less profitable than planned

Our capital projects were and are subject to the risk of delays and cost overruns inherent in any project, including as a result of:

●	shortages or unforeseen increases in the cost of equipment, labour and raw materials whether as a result of inflation, global supply chain disruptions, geo-political tensions or otherwise;
●	unforeseen design and engineering problems, contributing to or causing late additions and/or increases to scope;
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●	unforeseen construction problems and/or fraudulent activities and criminal syndicates
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●	unforeseen failure of mechanical parts or equipment;
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●	unforeseen technical challenges on start-up causing delays in beneficial operations being achieved;
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●	inadequate phasing of activities;
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●	unforeseen safety issues;
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●	labour disputes;
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●	inability to recruit or retain labour with the required expertise to execute the project/capital investment;
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●	lack of community support;
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●	inadequate workforce planning or productivity of workforce;
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●	inadequate change management practices;
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●	natural disasters and adverse weather conditions, including excessive winds, higher-than-expected rainfall patterns, tornadoes, cyclones and hurricanes or a pandemic;
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●	failure, or delay to source equipment or materials by third-party suppliers and /or service providers;
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●	significant variations in the assumptions we make in assessing the viability of our projects, including those relating to budget development, capital and operating costs, 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; and
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●	regulatory approvals and compliance obligations, including changes to regulations, such as environmental regulations, and/or identification of changes to project scope necessary to ensure safety, process safety, and environmental compliance.
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For example, development of projects such as the Field Development Plan Amendment (FDP) of the PSA in Mozambique (which allows for flexible production from different reservoirs) involved capital-intensive processes carried out over long durations. Any cost overruns, schedule delays, reservoir performance issues, process safety incidents or adverse changes in assumptions affecting the viability of the project could have had a material adverse effect on our business, operating results, cash flows, financial position and prospects.

In addition, our capital projects are subject to high inflation risk. For the impact of high inflation on costs of operations and the material adverse impact on our financial position, see “—Risks related to economic, political or social factors—Economic, 18

Table of Contents political or social factors affecting the regions in which we operate may have a material adverse effect on our operations and profit—Fiscal and monetary policies / Political and social uncertainty”.

The concentration of service providers supplying the oil and gas industry and the immaturity of the supplier market in Mozambique may adversely affect our business or our operations.

The service provider market supplying the oil and gas industry in Mozambique is not mature and we rely heavily on international contractors to support our projects. In most instances costs are increased on the basis that local contractors are required to be appointed over international contractors, to comply with local content requirements, who then subcontract to the international contractors. With the global oil and gas market booming due to increased activity and global supply chain constraints, supply and demand for services is driving rates up. We depend on those service providers to fulfil their contracts at acceptable rates and should one or more of these contracts be terminated as a result of increased rates, particularly for our well delivery operations, we may be unable to speedily replace these services on terms that are acceptable to us, increasing our costs, disrupting our operations and materially affecting our financial position.

Further, although our procurement policy requires service providers to acknowledge our requirement that they maintain acceptable corporate values and ethical standards, there is a risk that instances of unethical conduct could occur, and such instances could impact our reputation. In addition, if we identify that a service provider fails to meet these standards, such service provider could be replaced which in turn could cause additional strain on the supply chain (thereby increasing costs and delivery times) particularly if any of our largest service providers were to be implicated.

Exposure related to significant investments in associates and joint arrangements may adversely affect our business, operating results, cash flows and financial position

We have invested in a number of associates and joint arrangements, and we continue to consider such opportunities where appropriate. 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, compliance with legal requirements, compliance to safety, health and environmental requirements and standards, behaviour and ethical standards may result in disputes and/or litigation which in turn 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 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 Sasol group’s financial position, and capital investment plans.

Whether funds are available for distribution to shareholders depends on a variety of factors, including the quantum of leverage, the amount of cash available, our capital expenditure and other liquidity requirements existing at the time. Given these factors and our board of directors’ discretion to declare cash dividends or other similar payments, dividends may not be paid in the future.

Risks related to the safety and reliability of our operations

Constraints in the supply of water and electricity, above: inflation utility cost increases as well as poor infrastructure may impact our operations

Our operations are located in multiple regions across the world and are reliant upon the 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 South Africa, such as rail, inland water systems, electricity (both the generation and transmission of electricity) and water supply need to be further maintained, upgraded and expanded, and in certain instances, possibly at our own cost. In addition, we have operations in locations that may be subject to substantial electricity cost increases, including but not limited to our operations in Europe: These increases may be driven by, among other factors, geopolitical events, regulatory actions and/or ESG considerations. Any lack of access to reliable electricity supply, limited 19

Table of Contents access to water, above-inflation utility cost increases, infrastructure challenges, or failure to identify and obtain the resources required to establish the infrastructure necessary for the development of our projects could have a material adverse effect on our business, operating results, cash flows, financial position and future growth.

A reliable supply of electricity is important to run our plants optimally. While we have the capacity to generate half of our own electricity requirements at our South African operations, we remain dependent on external electricity supply from Eskom. Severe weather conditions can disrupt the supply of coal to Eskom’s power stations and result in disruptions to its electricity production. In addition, between 2018 and 2024, Eskom implemented intermittent electricity load curtailment and outages as a result of not being able to meet the country’s demand for electricity. Even though under load curtailment, only our Sasolburg Operations in South Africa are required to reduce demand, such load curtailments can result in production losses and have a material adverse effect on our business, financial position and future growth.

South Africa’s electricity supply improved in the first half of 2024, with a reduction in load curtailments during the first quarter and no-load curtailments in the second. Two factors have contributed to the stabilisation of the grid supply in South Africa - a reduction in unplanned outages of the Eskom fleet and a reduced demand due to the private sector and households moving to solar generation.

The availability of water is becoming increasingly limited as demand increases in the catchment areas within which we operate, specifically in South Africa, exacerbated by the effects of climate change. A significant part of our operations requires the use of large volumes of water. South Africa is generally an arid country with a highly variable climate, and prolonged periods of drought, sudden floods, significant changes to current water laws or our related permits/ authorisations could increase the cost, management or availability of our water use and supplies or otherwise impact our operations. Water use by our operations varies widely depending largely on feedstock and technology applied. Water to our South African operations is supplied from the Integrated Vaal River System (IVRS), which makes up about 81% of Sasol’s total water demand. While the water supply to these operations remains largely secure, expectations are that this will worsen. This may lead to issues of water availability or the imposition of restrictions on its

use, specifically during periods of drought. Seasonal changes can result in a deterioration in the quality of water supplied from the IVRS, which can lead to feed water that is highly variable and regularly of poor quality, resulting in increased treatment costs. Although various technological advances may improve the water efficiency of our processes, these are capital intensive. We may also experience limited water availability due to periodic drought events aggravated by delays in completing phase 2 of the Lesotho Highlands Water Project which is currently underway. In addition, deterioration in water quality and other infrastructure challenges related to our South African operations, could have a material adverse effect on our business, operating results, cash flows, financial position, and future growth.

Lack of infrastructure reliability and availability could equally impact our operations. The transportation of inbound materials to our plants and of products to our customers is reliant on the region’s available workforce and infrastructure. Numerous factors like natural disasters, labour strikes, political unrest, compromised infrastructure, criminal activity, pandemics or extreme weather events may impact on transportation modes which could have a material adverse effect on our business, operating results, cash flows, financial position and future growth. For further information on operational interruptions impacting our business or value chains, which may have a material adverse effect on volumes produced and costs, see “—Risks related to the safety and reliability of our operations—We may face potential costs in connection with accidents causing property damage, personal injury or environmental contamination, industry and value chain-related operational interruptions”.

Moreover, unplanned rail and port outages in South Africa could cause a negative impact on our sales volumes, cost and profitability while exposing the Company to the risk of increased road transport accidents. While we have some of our own infrastructure employed and other options with some products at our South African operations, we remain dependent on Transnet (for example, for exports from South Africa). Transnet often causes transportation delays impacting on our ability to export our chemicals products timeously, resulting in financial losses and reputational damage. 20

Table of Contents We may face potential costs as well as harm to our reputation in connection with incidents causing property damage, personal injury or environmental contamination, industry and value chain-related operational interruptions

Operational interruptions impacting our business or value chains may have a material adverse effect on volumes produced and costs. These impacts could be caused by the failure of critical assets, extreme weather events or natural disasters lack of required feedstock volumes and quality (specifically coal, natural gas, crude oil, petroleum, ethane and ethylene), supply chain disruption (inbound and outbound, including critical input or process materials and reliance on third party infrastructure), utility interruption (including electricity, water, oxygen, steam, hydrogen, nitrogen, and reliance on third party suppliers and infrastructure), cleaning costs in relation to contamination or a breach of our social licence to operate (including non-compliance with regulatory requirements, licences or permits).

We operate coal mines, explore for and produce gas and operate a number of plants and facilities for the manufacture, storage, processing and transportation of crude oil, chemicals and gas, related raw materials, products and waste materials. These facilities and their respective operations are subject to various risks, such as fires, explosions, loss of containment of hazardous substances, and soil and water contamination, among others. As a result, we are subject to the risk of experiencing, and in the past have experienced, industry-related incidents. Further, if we fail to provide safe working environments for our employees and the public while at our facilities, premises or adequate product transportation, it could lead to injuries, loss of life and work stoppages: halting production. Such incidents may lead to inspections conducted by relevant authorities, with the associated potential consequences of enforcement action, including directions to temporarily cease and desist operations and/or the imposition of fines and penalties and potentially could lead to the denial of our licence to operate. For example, in South Africa, section 54 of the Mine Health and Safety Act, 29 of 1996 (Mine Health and Safety Act) allows an inspector, who has reason to believe that any occurrence, practice or condition at a mine endangers or may endanger the health or safety of any person at the mine, to give any instruction necessary to protect the health and safety of such person. Most often these instructions will result in the operations of the whole or a part of a mine being stopped, resulting in significant production losses as

well as reputational harm. Further, Sasol operates the Pande and Temane gas fields in Mozambique. The production of gas through wells, pipelines and a processing plant is inherently exposed to the risk of integrity failures (including legacy well obligations and historical issues) which may result in a loss of containment and/or a disruption of gas supply to our own and/or customers’ operations which in turn could have a material adverse effect on our revenue, cash flows, costs and reputation. This may have a material adverse effect on our business. See “Item 4.B—Business overview—Regulation—Safety, health and environment—Regions in which Sasol operates and their applicable legislation”.

Our facilities may also be subject to deliberate disruptions

Deliberate disruptions such as 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, acts of terror at our operations may cause environmental contamination, personal injuries, health impairment or fatalities which expose Sasol to extensive environmental remediation costs, civil litigation, the imposition of fines and penalties and the need to obtain or implement costly pollution-control technology.

Further, while we actively monitor the gas pipeline from Mozambique as well as the gas pipeline network in the parts of South Africa where our pipe-gas business operates, there is no certainty that there will be no third-party encroachment (whether inadvertent or deliberate) along the gas pipeline and such encroachment may cause significant interruptions to our operations.

Our operations in the Southern Africa region are further susceptible to business interruptions which could result from community protests and social unrest. These have from time to time resulted in violent incidents which remain challenging to manage.

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 position. 21

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Risks related to legal, regulatory and governance matters

Our shareholders might lose confidence in our financial and other public reporting if we continue experience material weaknesses, financial statement restatements and fail to maintain an effective system of internal controls over financial reporting which in turn may adversely affect our share price

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting and for evaluating and reporting on the effectiveness of our system of internal controls. We identified material weaknesses in internal control over financial reporting for the financial year ended 30 June 2024. These material weaknesses relate to the following:

●	Lack of adequate resources and understanding of the application of Internal controls over reporting resulting in ineffective design and implementation of internal controls across the South African and Eurasian businesses particularly as it pertains to the level of precision and evidence of review, including the completeness and accuracy of the information relied upon
●	Ineffective IT general controls in Chemicals Eurasia segment;
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●	Inadequate design and implementation of risk assessment processes relating to the methodology for the scoping of entities for internal controls over financial reporting purposes; and
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●	Inadequate execution of controls over recognition of revenue for consignment inventory within Sasol Oil.
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We cannot be certain that our internal controls over financial reporting will become effective or ensure that we design, implement and maintain adequate controls over our financial processes and reporting in the future. If we continue to fail to implement newly required or improved controls or to adapt our controls, or difficulties encountered in their operation, could prevent us from meeting our financial reporting obligations or result in a restatement of previously disclosed financial statements. These financial reporting obligations include filing our periodic reports with the US Securities and Exchange Commission

(SEC) on a timely basis and maintaining compliance with applicable New York Stock Exchange (NYSE) listing requirements.

In addition, material weaknesses and any resulting restatements, could require additional remedial measures, including additional personnel and system changes which could be costly and time consuming and also could subject us to regulatory scrutiny and to litigation which could have a material adverse effect on our business and our reputation.

Furthermore, if we are unable to maintain an effective system of internal controls over financial reporting or disclosure controls and procedures, investors may lose confidence in the reliability of our financial statements, and this may have an adverse impact on investors’ ability to make decisions about their investment.

Certain factors may result in the recognition of an impairment charge, which could negatively impact our financial position

An impairment risk may continue to materialise as a result of one or more uncertainties when preparing the financial statements, such as but not limited to:

●	Macroeconomic assumptions and commodity prices: Sasol’s operating results are heavily dependent on commodity prices, such as those for crude oil, natural gas, coal, ethylene and ethane in the US. A significant decline in these prices, as well as adverse exchange rate developments, inflation, chemical prices and petroleum product prices, above-inflation related price increases in electricity could result in a reduction in the value of Sasol’s assets and operations;
●	Currency fluctuations: We operate in several countries, and our financial results are impacted by exchange rates. A significant change in rates could lead to an impairment of assets denominated in foreign currencies.
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●	Environmental and carbon cost regulations; Sasol’s operations are subject to environmental regulations in the countries where it operates. Changes in these regulations and a failure to comply with them could lead to fines or other penalties that could negatively impact our licence to operate and impact Sasol’s financial results. Carbon cost regulations including the carbon tax rate, tax-
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free allowances and emissions exceeding the carbon budget requirements could also result in an impairment of our assets;
●	Technological advances: Sasol’s operations rely on complex technologies, and advances in technology could render its assets obsolete. This could result in a reduction in the value of its assets and operations;
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●	Economic conditions: Our financial results are impacted by economic conditions in the countries where we operate. A significant economic downturn could result in a reduction in demand for our products, which could impact our financial results;
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●	Business strategy: Sasol’s business strategy is subject to risks and uncertainties; changes in the business environment could impact the success of its strategy. If the Company’s strategy is not successful, it could result in an impairment of its assets;
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●	Political and social factors: Sasol operates in countries where political and social factors could impact its operations. Political instability, civil unrest, or changes in government policies could lead to a reduction in the value of Sasol’s assets and operations;
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●	Operational factors: reduction in the productivity of our coal mining operations resulting in additional external coal purchases, the availability of coal reserves, coal quality and cost of mining activities are among the factors that could impact our financial results. Sasol’s production volumes are also impacted by coal quality, and operational stability, as well as the availability of natural gas reserves, cost of producing or sourcing of natural gas or liquified natural gas and fluctuations in regulated gas selling prices, all of which could lead to an impairment of our assets. Increasing operational costs and costs of sustenance capital, including capital and operational costs required to achieve our environmental target, may impact our financial results and lead to a risk of not meeting the Sasol 2.0 targets; and
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●	Changes in our weighted average cost of capital.
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If any of these uncertainties occur, either alone or in combination, management could be required to recognise an impairment, which could have a material adverse effect on our results of operations and financial position and harm our reputation.

Actual or alleged non-compliance with regulatory requirements could result in criminal or civil enforcement and associated sanctions and/or harm our reputation and negatively impact our licence to operate

Non-compliance with laws and regulatory requirements, particularly with anti-corruption and anti-bribery laws, sanction laws, environmental laws, competition or anti-trust laws and data privacy laws have been identified as our top five regulatory risks.

Anti-corruption and anti-bribery laws

Ethical misconduct and non-compliance with applicable anti-corruption/anti-bribery laws could result in criminal or civil sanctions and could have a material adverse impact on our reputation, operations and licence to operate.

We, like other international petrochemical companies, have a geographically diverse portfolio and conduct operations in some countries which have a perceived 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. Major investments in countries with high corruption exposure create an elevated risk when dealing with private companies, governments or government-controlled entities. There is also a risk associated with the deployment of Sasol sales agents, consultants, customs clearance agencies and other intermediaries, since we could be held liable for any of their actions (including actions in violation of anti-corruption laws and regulations), even if these third parties act independently. While we have an anti-corruption and anti-bribery compliance and training programme in place (including a third-party due diligence process) we cannot provide assurance that there will be no violation and any such 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. While we closely monitor developments in these sanction programmes, a violation of any of these sanction 23

Table of Contents 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 reputation, business, operating results, cash flows and financial position.

While we have a sanctions compliance programme and sanctions screening systems in place, there can be no assurance that we will comply in the future, particularly as the scope of certain laws may be unclear and subject to frequent amendments or changing interpretations.

Environmental laws and regulations

See “—Risks related to legal, regulatory and governance matters—Changes in safety, health, environmental and chemical regulations, other legislation and public opinion may adversely affect our business, operating results, cash flows and financial position”.

Competition laws/Anti-trust laws and Consumer Protection laws

Non-compliance with competition/anti-trust legislation and/or consumer protection laws could expose the Sasol group of companies to administrative penalties, civil claims and damages, including punitive damages by companies and/or consumers who can prove that they were harmed by the breach of competition/anti-trust legislation and/or consumer protection laws. Such penalties and damages could be significant and have an adverse impact on Sasol’s business, operating results, cash flow and financial position. In addition, Sasol’s reputation could be damaged by findings of such contraventions and individuals could be subject to fines and/or imprisonment in countries where competition/anti-trust/consumer protection law violations are a criminal offence.

While it is our policy to comply with all applicable laws and have training and compliance programmes in place, we could inadvertently contravene competition/anti-trust laws and/or consumer protection laws and be subject to the imposition of fines, criminal sanctions and/or civil claims and damages which may have a material adverse impact on our reputation, business, operating results, cash flows and financial position.

Labour and Employment laws

Various parts of the Sasol operations globally have employees who are members of trade unions. It is a human right to exercise the right to strike in terms of the Constitution of South Africa. Should trade unions exercise this right based on legitimate legal grounds or arbitrary considerations, it could negatively affect the production and general operations of Sasol. To obtain the required skilled and qualified employees and attract appropriate candidates to be employed by Sasol could also suffer should the reputation of Sasol be damaged.

Data privacy laws and regulations

We operate in countries that have data protection laws and regulations. It is our policy to comply with all applicable laws, and we implement numerous training, awareness and data privacy compliance programmes. However, non-compliance with data protection laws could result in fines and/or civil claims and damages. Further, uncoordinated or divergent global legislative standards and regulatory frameworks for digitalisation, including the rise in artificial intelligence, could heighten this risk, which could have a material adverse impact on our reputation and a consequential financial impact. See “—Risks related to information management—We may face the risk of data breaches or attempts to disrupt critical information and operational technology services, which may adversely impact our operations and business continuity”.

South African exchange control and other 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, funds/cash from South Africa, including foreign investments and may require us to obtain regulatory approval from the SARB for certain of our international debt financing. 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 and inability to obtain SARB approval where required, may affect the manner in which we finance our transactions outside South Africa and the geographic distribution of our debt which could also impact our financial and strategic flexibility. 24

Table of Contents 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 or dispensations, including incentive programmes 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 from 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.

For more information regarding pending tax disputes and assessments see “Item 4.B—Business overview—Legal proceedings and other contingencies”.

Ownership rights

In Africa, ownership of rights in respect of land and resources is uncertain: creating the risk that disputes in relation to ownership or other community matters may arise. The impact of these policy intentions and related disputes are not always predictable and may cause disruption to our operations or development plans.

Legal and regulatory uncertainties

Inconsistency of regulations, particularly between developed and developing countries, increases legal and regulatory uncertainty, which may affect both our decision to pursue opportunities in certain countries and also our cost of operations.

Further, legal and regulatory uncertainties could result from changes in regulatory and legal policies of governments. See “—Risks related to economic, political or social factors—Economic, political or social factors affecting the regions in which we operate may have a material adverse effect on our operations and profit––Political and social uncertainty”.

Stringent South African regulations in the areas of mining, petroleum and energy activities may have an adverse effect on our mineral rights and impact our business, operating results, cash flows and financial position

Mining legislation

Certain pieces of South African mining legislation are currently under review and subject to repeal and replacement. For example, once promulgated, the draft Upstream Petroleum Resources Development Bill (UPRDB) currently with the President of the Republic of South Africa for signing will repeal and replace certain mineral and mining related matters currently governed by the Mineral and Petroleum Resource Development Act 28 of 2002 (MPRDA). Such changes, depending on their nature, may impact our operations and compliance costs.

Another example is the 2018 Mining Charter which 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 the procurement of mining goods. This may have a material adverse effect on Sasol Mining (Pty) Ltd (Sasol Mining). The potential impact on Sasol Mining may be two-fold: higher cost of production and the risk of being non-compliant with the requirements of the 2018 Mining Charter.

The effect on our mining and petroleum rights of possible future amendments to the MPRDA, associated regulations to be promulgated, the Financial Provisioning Regulations and the 2018 Mining Charter may have a material adverse effect on our business, operating results, cash flows and financial. 25

Table of Contents See “Item 4.B—Business overview—Regulation—Empowerment of historically disadvantaged South Africans—The Mining Charter”.

Legislation in relation to petroleum and energy activities

Legislation in South Africa in relation to petroleum and energy activities, such as the Petroleum Products Amendment Act 2 of 2005 (Petroleum Products Act), entitles the minister and government to regulate the prices, specifications and stock holding of petroleum products. Such price regulation and maximum price imposition may have a material adverse effect on our revenue and competitiveness, operating results and cash flows particularly as compared to other suppliers of products such as ours in other jurisdictions with no such price regulations. The Petroleum Products Act also regulates the issue of licences for the manufacturing and trading in petroleum products as well as the operation of retail filling stations and provides for the imposing of fines and other punitive measures for failure to comply with the licence conditions and/or the provisions of the Petroleum Products Act.

Further, the Gas Act 48 of 2001 (Gas Act), in addition to allowing NERSA to approve gas transmission tariffs and maximum gas prices, also provides NERSA with the authority to issue licences for the construction and operation of gas pipelines and to impose fines and other punitive measures for failure to comply with the licence conditions and/or the provisions of the Gas Act. Any disagreement or dispute we may have with NERSA regarding gas pricing could impact our licences to operate, subject us to fines and could result in a material adverse effect on our business, operating results, cash flows and financial position.

Changes in safety, health, environmental and chemical regulations, other legislation and public opinion may adversely affect our business, operating results, cash flows and financial position

We are subject to a wide range of general and industry-specific environmental, health and safety and other legislation in the jurisdictions in which we operate. See “Item 4.B—Business overview—Regulation—Safety, health and environment—Regions in which Sasol operates and their applicable legislation”.

Stakeholder challenges in relation to environmental legislation

One of our most material challenges is the ability to anticipate and respond to the rapidly changing legal landscape and associated stakeholder expectations, in particular relating to environmental legislation in all areas where we operate. Evolving legislation imposing more stringent air quality, climate change, water, waste and chemicals management may introduce compliance challenges to our operations. These laws and regulations and their enforcement are likely to become more stringent over time in all the jurisdictions in which we operate, although these laws in some jurisdictions are already more established and mature than in others.

Any non-compliance may result in administrative or criminal enforcement action, which may include directives to cease operations, fines and penalties as well as prosecution and sanctions, and could harm our reputation and relationships with stakeholders. In turn, this may have a material adverse impact on our business.

Non-government organisations (NGOs), activists and other stakeholders increasingly use environmental, health and safety permitting processes, including ours, to challenge a company’s practices to promote greater environmental sustainability in both operations and value chains. We expect this kind of activity to increase over time, which could impede our ability to obtain new or renewed permits or result in more stringent standards imposed in them. Protests are being experienced at Annual General Meetings (AGMs): such as at Sasol’s AGM on 17 November 2023 particularly regarding a company’s perceived climate impacts.

Further, our permits and operational licences require input from stakeholders in certain of the jurisdictions in which we operate and there is an emerging trend by activists to challenge the issuance or renewal of a company’s licences based on climate, health or other impacts associated with the licensed activities. In addition, the increased litigation risk for companies related to ESG issues (including climate change, environmental justice and public disclosure of strategies) could adversely impact the resilience of Sasol’s operations and our continued licence to operate. See “Item 4.B—Business overview—Regulation” for more detail. 26

Table of Contents Compliance costs associated with additional or new regulation

The costs associated with compliance with additional or increased regulation of environmental and climate issues could be significant and could have a material adverse impact on our business, operating results, cash flows and financial position. For further information on the impact of carbon taxes see “—Risks related to our sustainability— Our strategy to respond to climate change, including compliance with evolving regulatory requirements and policies to reduce GHG emissions and to adequately disclose related risks, strategies and impacts, may not be successful and could result in negative sentiments and environmental claims impacting negatively on our business. In addition, laws, policies and societal concerns related to climate change could reduce supply/demand for our products, increase our operational costs, reduce our competitiveness, negatively impact our stakeholder relations, or adversely affect our license to operate and impede our access to capital and financing.”

From our Chemicals Business perspective, our products must be registered in accordance with regulatory requirements for many of the countries in which we operate and sold in line with permit conditions. For example, in the EU, these include filing of Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) registrations for chemicals we produce in or import into Europe. In other regions, such as the US and China or other Asian countries, chemical notifications have to be filed for new chemicals. Many countries are in the process of revising their chemicals regulations based on the EU REACH regulation, including the United Kingdom. All of these changing chemical regulations come with further obligations and requirements with which Sasol will need to comply, resulting in increased compliance costs and in the event of non-compliance the imposition of fines and other enforcement actions which could materially impact our operations.

Further, South Africa is aligning its regulatory systems with international commitments on safe chemicals management including the globally harmonized system (GHS). The Hazardous Chemical Agent Regulations require South African employers to ensure their workplaces comply with more stringent occupational exposure limits (OELs) for identified substances within a specified transition period. Compliance with some OELs will require Sasol’s mature plants to be retrofitted with the necessary abatement equipment that will require significant

capital investment and extended lead-time to complete for certain substances at certain plants. Any such non-compliance may result in administrative or criminal enforcement action, which may include directions to suspend operations, fines and penalties as well as prosecution and sanctions, which could harm our reputation and relationships with employees and stakeholders. In turn, this may have a material adverse impact on our business. We have applied to the relevant authorities for extended time frames for implementation. While some extensions have already been granted, other requests for extensions are still pending and we cannot be assured of the outcome of these applications. Further challenges include compliance with the required disclosure for product information deemed as confidential business information and the practical execution of the GHS labelling system on our pipelines.

At Sasol, systems and processes are in place, monitored and improved upon, to ensure our compliance with laws and regulations applicable to Sasol and its obligations up and down the value chain. However, 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 of public health and safety

There is growing public opinion and awareness of public health and safety associated with the manufacturing and use of chemicals and industries reliant on fossil fuels. This related social opposition, which is further heightened through the increased use of social media, other user-generated content and online press. As a result, given the nature of our operations, we may be subject to increased scrutiny, and consequently liabilities, due to our use or exposure to these materials and related emissions.

Any such changes in the above safety, health, environmental and chemical regulations, other legislation and public opinion may adversely affect our business, operating results, cash flow and financial position. 27

Table of Contents 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 judgements or outcomes in these matters. Even in cases where we may ultimately prevail on the merits of any dispute, we may face significant costs of 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. See “—Risks related to economic, political or social factors—Economic, political or social factors affecting the regions in which we operate may have a material adverse effect on our operations and profit—Transformation and local content.”

See also The Sasol Financing International Plc (SFI) tax proceedings and the Industrial Gas Users Association of Southern Africa review application of the 2021 NERSA Maximum Gas Price decision, together with other litigation matters, described under “Item 4.B—Business overview—Legal proceedings and other contingencies”.

We could also face potential litigation or governmental investigations or regulatory proceedings in connection with the material weakness we identified in 2020 in our internal controls over financial reporting. See “—Risks related to legal, regulatory and governance matters—Our shareholders might lose confidence in our financial and other public reporting if we experience material weaknesses or significant deficiencies and fail to maintain an effective system of internal controls over financial reporting which in turn may adversely affect our share price”.

Further, given the increasing requirements from regulators and investors related to public disclosure on climate change matters, we may be further exposed to challenges primarily from NGOs and shareholders, potentially resulting in increased related litigation risk. See “—Risks related to our sustainability—Risks relating to increasing disclosure requirements and scrutiny.”

There can be no assurance as to the outcome of any litigation, arbitration or other legal proceeding or

investigation, and an adverse determination of material litigation could have a material adverse effect on our business, operating results, cash flows and financial position. ****

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 those countries where we apply 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 in relation to the relevant products and/or processes. In addition, aggressive patenting by our competitors, particularly in countries like the US, China, Japan and in 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 our chemical products have unique characteristics and chemical structures which make the products more suitable for applications different from those of typical commodity products. These products are normally utilised by us or our customers, such as feedstock to manufacture specialty chemicals. 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 our customers who market these product formulations which may adversely affect our sales to these customers. These patents may also increase our risk of exposure to claims arising 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 by our customers. Patent-related pressures may adversely affect our business, market reputation, operating results, cash flows and financial position.

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 28

Table of Contents 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. 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 growth in the number of licences granted for 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 flow and financial position.

Risks related to our sustainability

Our strategy to respond to climate change, including compliance with evolving regulatory requirements, policies and plans to reduce GHG emissions and to adequately disclose related risks, strategies and impacts, may not be successful. This could result in negative sentiments and environmental claims impacting negatively on our business. In addition, laws, policies and societal concerns related to climate change could reduce supply/demand for our products, increase our operational costs, reduce our competitiveness, negatively impact our stakeholder relations, or adversely affect our licence to operate and impede our access to capital and financing.

Transitional risk

Key manufacturing processes in South Africa, especially coal gasification and combustion, result in GHG emissions. Sasol’s ability to develop and implement appropriate climate change mitigation responses and provide sustainable product and feedstock solutions is a significant transitional risk for our business, most notably in South Africa. This is heightened by the necessity to appropriately address increasing societal pressures to shift away from carbon-intensive processes and products in a just manner, as well as meet new and anticipated policy and regulatory requirements, including carbon tax, carbon budgets, legislated GHG reduction targets and enhanced disclosure requirements. In addition, meeting Sasol’s committed GHG reduction targets, and delivering on emission reduction roadmaps have inherent transitional

risks related to, among others, technology availability and cost. It is particularly challenging in South Africa, where access to low-carbon energies is limited, just transition implications need to be taken into account and related infrastructure is under-developed. Further, other companies with a proven track record of implementing appropriate climate change mitigation responses and providing more sustainable solutions, which enhance their ability to be granted new operational licences, are likely to achieve higher growth and profitability thus impacting our overall competitive position.

As part of the transition and shift away from carbon-intensive processes, there could be closure of certain mines in the future (particularly in the long term) which could result in rehabilitation and reclamation costs, including redeployment and re-training of employees. Further, cost estimates of such closure of operations may be based on inaccurate assumptions which could adversely affect our operations.

Access to lower-carbon opportunities

Delivery of our decarbonisation strategy depends partly on our ability to progress access to low carbon resources such as gas and low-carbon feedstocks. Our ability to progress access to upstream resources and develop technologies at a level in line with our strategic outlook for hydrocarbon production could impact our future production and financial performance. Furthermore, our ability to access low-carbon opportunities and the commercial terms associated with these opportunities could impact our financial performance and the pace of our transition. In addition, failure to access low-carbon resources and exploit low-carbon opportunities at the required speed may lead to loss of customers.

Carbon tax and carbon budgets

A carbon tax was implemented in South Africa on 1 June 2019. Since then, the tax and the rates has increased significantly from R120/tCO2e in 2019 to R190/tCO2e, in 2024. This has increased the operational costs of our South African operations and will continue to increase. In addition, a significant increase in the carbon tax rate reaching R308 by 2026 and R462 by 2030 has been imposed. In the second phase, the carbon tax is likely to be integrated with a carbon budget, particularly in light of recent signing into law of the Climate Change Act, 22 of 2024. The tax is applicable to an entity’s scope 1 emissions for 29

Table of Contents each calendar year with several allowances providing for a reduction in an entity’s carbon tax liability. Even though the allowances applicable to carbon tax, which could reduce the impact of the carbon tax, have been retained, the South African National Treasury has indicated that the allowance design might be amended. This potential change raises further concerns around the carbon tax implications for our business into the future.

Sasol’s net carbon tax payment for 2023 on calendar 2022’s GHG emissions, after offsets and electricity levies, was R1 138 million and the payment for 2024 on calendar 2023’s GHG emissions paid in July is R1 008 million. The lower payment compared to 2023 is as a result of the higher offset purchases for the 2023 calendar year liability. The extent of the cost increases resulting from the carbon tax is significant and it is expected that the tax rate will continue to increase beyond 2030.

The South African government is developing mandatory carbon budgets in parallel within the remit of the Climate Change Act, signed into law in July 2024 and will become effective at a date to be proclaimed by the South African President. Once the carbon budget regulations are finalised, anticipated in early 2025, mandatory carbon budgets will be enforced, with a potential penal tax applicable should the budget be exceeded.

There is an additional risk that non-compliance with mandatory budgets and GHG mitigation plans may still be regulated in the carbon budget regulations to be finalised. This would be a risk subject to criminal and administrative enforcement as provided for in NEMA.

Further, the risk of escalating standalone carbon prices and mandatory carbon budgets will be exacerbated should our fiscal instruments lack effective alignment with mitigation being available in this timeframe.

Risks associated with assumptions used to test resilience to climate change

We use downscaled modelling to improve our understanding of the physical impacts on prioritised operational sites (Secunda, Sasolburg, Vilancoulos in Mozambique and Lake Charles in the US), using the Intergovernmental Panel on Climate Change high emission scenarios (referred to as Representative Concentration Pathway (RCP) 8.5) and an intermediate emission scenario (RCP 4.5). Although modelling simulations span multiple decades, they focus on

specific indicators such as temperature increases/decreases, changes in rainfall patterns and increased propensity for cyclones/hurricanes and may therefore not identify all potential risks or all potential impacts to these sites.

Further, there are risks associated with the accuracy, completeness and correctness of various assumptions that are used as inputs, including scenarios developed to test resilience to climate change as set out below. In addition, the estimates of required or available capital and other assumptions underpinning necessary investments to make our business sustainable for the long term could prove to be incorrect and lead to delays, cost overruns or the infeasibility of capital expenditure projects. Should all or some of these assumptions prove to be inaccurate or incomplete, our resilience and long-term sustainability may be significantly impacted.

Risks associated with achieving the 2030 GHG reduction target and 2050 net zero ambition.

South Africa’s Nationally Determined Contribution (NDC), targeting an emission range of between 350 - 420 Mt CO2e by 2030, was submitted by the South African government to the United Nations Framework Convention on Climate Change as part of South Africa’s obligations under the Paris Agreement for the 26th Conference of the Parties. NDC refers to South Africa’s climate change action plan to cut GHG emissions and adapt to climate change. Sasol is targeting a 30% scope 1 and 2 GHG emission reduction by 2030, off a 2017 baseline which, if met together with reductions in other targeted sectors, will contribute to South Africa meeting its emission reduction range by 2030. Scope 2 GHG emissions are broadly defined as emissions attributable to Sasol’s use of purchased electricity and steam to conduct its operations. In addition, we set a 20% emission reduction target by 2030 for our scope 3 Category 11 emission (Use of Sold Energy Products). We have also set a net zero ambition by 2050 for our scope 3 category 11 emissions and our scope 1 and 2 emissions. Category 11 accounts for approximately 80% of Sasol’s total scope 3 emissions. The primary risks associated with achieving the 2030 GHG reduction targets and 2050 ambition are the unavailability and unaffordability of gas as feedstock, the potential prohibitive costs of green hydrogen and electrolysers, the lack of enabling policy and legal frameworks, the need to balance people, planet and profit considerations, taking a just transition into account, global supply chain challenges in the renewable energy sector and the ability to access 30

Table of Contents markets in the jurisdictions within which we operate and trade to enable the transition. In this regard, we can provide no assurances that Sasol’s plans to reduce GHGs pursuant to our roadmaps or otherwise will be successful in a commercially viable manner or at all. The carbon border adjustment mechanism (CBAM) of the EU, effective from 1 October 2023 places an additional burden on imported products (excluding chemical imports at this stage) from emerging economies like South Africa, where carbon pricing is lower than in the EU, and where Sasol’s largest emissions emanate from. In addition, the recently proposed UK CBAM could also pose a risk; work is underway to assess its implications.

Potential physical impacts of climate change

Climate change poses a significant risk for both our South African and global business as it relates to potential physical impacts, including change in weather patterns, water scarcity and extreme weather events, such as cyclones/hurricanes, tornadoes, flooding and rising sea levels which can materially impact our costs of operation and growth and cause production outages. For our major operating sites (Secunda, Sasolburg, Mozambique and Lake Charles) downscaled modelling indicated that surface temperatures could increase by 1 – 4°C by 2050, with an increasing number of extremely hot days. Projected rainfall patterns differ between the sites. For example, for Sasol’s operations in Mozambique, rainfall is projected to increase, while for sites in South Africa, no change in average rainfall is projected, but rather an increase in the intensity and frequency of extreme rainfall events. For Sasol Chemicals in the United States, a similar rainfall trend to South Africa is likely to be experienced. In Mozambique and the United States, cyclones and hurricanes are expected to become more intense.

Climate change related laws and regulations

Climate change-related laws and regulations may threaten our licences to operate (or ability to obtain new licences to operate), result in stranded production and substantially increase the cost of doing business, including the imposition of higher carbon taxes. Enhanced focus on issues concerning the environment, evolving human rights, regulatory landscape from voluntary guidance to mandatory law (such as the adoption by the European Union Council on 24 May 2024 of the Corporate Sustainability Due Diligence Directive which introduces mandatory supply chain due diligence requirements), environmental justice and

climate change are resulting in a more complex regulatory environment, additional legal risks and the imposition of carbon or similar taxes. For example, to the extent that we reduce our reliance on coal in favour of sustainable feedstock, this is likely to increase the cost of production and reduce our profitability significantly. Current information indicates that imported liquified natural gas and other gas sources, biomass and green hydrogen are more costly feedstocks than coal for our operations in Secunda. In transitioning to these lower or low GHG intensive feedstocks, we anticipate an impact on the margin of some of our products. These climate change-related requirements could have a material adverse effect particularly on our South African business, operating results, cash flows, financial position and future growth.

Risks relating to increasing disclosure requirements and scrutiny

Businesses like ours face increasing requirements from regulators and investors on climate change issues including public disclosure on climate change risks and impacts associated with their operations. Examples include the new climate change disclosure requirements published by the SEC (currently stayed). Complying with these new requirements may require Sasol to spend a significant amount of time and resources, and Sasol may be exposed to claims that certain of its ESG disclosures are misleading or overstate potential ESG benefits, primarily from NGOs and shareholders, potentially resulting in increased litigation risk. Further, in March 2021, the SEC established the Climate and ESG Task Force in the Division of Enforcement to identity and address potential ESG-related misconduct, including greenwashing. Certain NGOs and other private actors have also recently filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, goals, or standards of certain corporations were misleading, false, or otherwise deceptive.

In addition, the EU has also adopted the Corporate Sustainability Reporting Directive (CSRD) which imposes reporting requirements for a broader set of companies on disclosure of company social and environmental data and associated impacts on such companies. The CSRD has introduced new disclosure requirements which seek to broaden the categories and types of ESG information that must be reported, mandate a double materiality analysis (that requires the consideration of both the financial impacts of climate change on a company and the climate change impacts 31

Table of Contents of a company’s operations on other stakeholders), and introduce new third-party assurance obligations. Companies covered by the CSRD are required to comply with its new disclosure requirements. The requirements of the CSRD are likely to overlap in scope and diverge in content with the rules of other jurisdictions and there will be more non-EU companies and their subsidiaries making ESG disclosures. This will also increase the possibility of filing multiple sustainability disclosures on a subsidiary-by-subsidiary basis, which requires cross-company integration of sustainability information to avoid divergent disclosures.

Further, environmental and other NGOs as well as regulators increasingly scrutinise past and current corporate reporting on climate change risks and impacts. We may face regulatory or other claims that we have not sufficiently complied with disclosure requirements or otherwise adequately disclosed climate change risks and impacts, which may affect our ability to maintain current licences or obtain new licences to operate or potentially result in civil fines and reputational damage.

In addition, while a significantly lower risk compared to South Africa, global carbon prices and taxes are escalating, which pose a risk to our operations in the EU and potentially the US, should carbon prices rise further or be implemented.

Our expectations and estimates regarding ESG matters, including the potential environmental impact of our development and initiatives, may not be achieved or may ultimately prove to be incorrect, which may lead to additional claims or liability.

Stakeholder activism and risk on maintenance of permits and operational licences

Our GHG emissions and the use of coal as a key feedstock could also negatively impact our potential base of shareholders and relationship with stakeholders as well as our ability to source financing in capital and/or financial markets and/or increase our cost of capital.

See “—Risks related to legal, regulatory, and governance matters—Changes in safety, health, environmental and chemical regulations, other legislation and public opinion may adversely affect our business, operating results, cash flows and financial condition—Stakeholder challenges in relation to environmental legislation”

Risks related to health including pandemics

Our global operations expose us to pandemics, such as the COVID-19 pandemic, that may adversely affect our workforce and impact business continuity, operating results, cash flows and financial position

Sasol’s global workforce, including service providers, suppliers and customers, are exposed to pandemics, which can impact their wellbeing, safety and health with an associated direct or indirect effect on the safety and continuity of our operations. Pandemics and the period of recovery from such events may impact demand for our products and may have a prolonged material adverse effect on our business, operating results, cash flows and financial position.

Another key challenge is the impact of pandemics on the commodity markets, including among others, the demand for our products and ability to obtain raw materials, which is not under our control. As we cannot predict the spread of such viruses and the impact on the economy in the countries in which we operate, pandemics may continue to have a negative impact on our business, operating results, cash flows and financial position.

Risks related to information management

We may face the risk of data breaches or attempts to disrupt critical information and operational technology services, which may adversely impact our operations and business continuity.

The increasing use of information technology to enable business processes, in particular digital processes in operations, is making all industries, including the energy and chemicals industries, much more susceptible to cyber threats and proprietary or privacy-related data breaches. As digitalisation, including the rise in the use of artificial intelligence, expands to include our financial, commercial, transacting and production systems, the cyber security risk increases. While Sasol has an information security programme in place, cyber security threats we face consistently evolve and emerge to expose the organisation, both in business and operations systems, to significant external threats. In addition, we outsource several information technologies functions and applications to third-party vendors. Such engagements may have an impact on our cybersecurity position, such as in the event where a third-party vendor’s system is 32

Table of Contents cyber-attacked which in turn could result in the loss of certain of our data.

While no material losses related to the increased attempts on our information security systems have been discovered, given the increasing sophistication and evolving nature of this threat, the possibility of successful breaches occurring in the future cannot be ruled out. An extended failure of critical system components, caused by accidental actions, such as failed hardware or failed network infrastructure, or malicious actions, including those resulting from a cyber-security attack, could result in a significant environmental incident, commercial loss or interruption to operations. We may also incur significant costs, including but not limited to, protecting against or repairing damage caused by any successful disruptions or security breaches in the future, such as rebuilding internal systems, implementing additional threat protection measures, defending against litigation, responding to regulatory inquiries or taking remedial steps with respect to third parties, among others.

If there is a violation of proprietary or privacy data, or a cyber threat, we could experience disruptions to critical services or may be vulnerable to cyber and ransomware attacks. This could result in financial loss, and have a material adverse effect on our business, operating results, cash flows, financial position and our disclosure of control processes.

Risks related to our people

Challenges remain around our ability to attract and retain critical skills to support current and future business requirements

It may take time to fill vacant positions in growth areas due to a general scarcity of required skills and experience in the sectors and locations within which we operate.

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 Sasol overall maintains a focus on attracting, developing and retaining diverse, skilled and experienced employees (including critical or scarce skills like qualified scientists, engineers, project execution managers, artisans and operators and experienced employees in business and functional roles including specialists

required for our green economy and just transition strategies), slow hiring times and a general scarcity of specialist skills may influence our ability to find the most skilled resources. There is constant competition across global labour markets for these 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.

While we prioritise employee development and upskilling, it may take time to develop the required depth of skills and experience of employees to support our transition imperatives.

We may not achieve the targets and positive impact expected from the adoption of the Streamlining Program

In April 2024, Sasol announced a streamlining program aiming to enhance efficiencies and reduce complexity and duplication within the organization by improving accountability and, collaboration and helping to create a clear focus on business of today and the business of the future.

The success of the streamlining program is dependent on a number of factors, including achieving objectives in accordance with the planned timelines, adapting rapidly to the envisioned change and duplication of work and, as an organization, understanding and embracing the case for change .

If the streamlining program is not successful, we may not realize the full anticipated benefits of the program, or any benefits whatsoever, and moreover, our business, operating results, financial position, cash flows and ability to execute our growth strategy could be adversely affected.

Risks related to our American Depositary Receipts

The exercise of voting rights by holders of ADRs is limited in some circumstances

Holders of ADRs may exercise voting rights with respect to the ordinary shares underlying their ADSs only in accordance with the provisions of our deposit agreement with J.P. Morgan Chase Bank N.A., as the depositary (the Deposit Agreement and the Depositary respectively). 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 33

Table of Contents 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 Memorandum of Incorporation, 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 for or attempt to exercise the right to vote other than in accordance with the instructions received from ADR holders.

We cannot assure ADR holders that they 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 ADR holders may not be able to exercise their right to vote and there may be no recourse if ADR holders’ voting rights are not exercised as 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.

US securities laws do not require Sasol to disclose as much information to investors as a US issuer is required to disclose, and investors may receive less information about the Company than they might otherwise receive from a comparable US company.

Sasol is subject to the periodic reporting requirements of the SEC and the NYSE that apply to “foreign private issuers”. The periodic disclosure required of foreign private issuers under applicable rules is more limited than the periodic disclosure required of US issuers. Accordingly, there may be less publicly available information concerning Sasol than there is for US public companies. For example, Sasol is not required to file current reports, periodic reports and financial statements with the SEC as frequently or as promptly as US companies whose securities are registered under the Securities Exchange Act of 1934. As a result, investors will also receive less timely financial reports than they otherwise might receive from a comparable US company or from certain of the company’s peers in the industry. This may have an adverse impact on investors’ ability to make decisions about their investment in Sasol 34

Table of Contents 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 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, Newark, Delaware 19711.

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.B—Liquidity and capital resources”.

4.B Business overview

Sasol is a global chemicals and energy company. We harness our knowledge and expertise to integrate sophisticated technologies and processes into world-scale operating facilities. We endeavour to safely and sustainably source, produce and market a range of high-quality products in 22 countries, creating value for stakeholders. Our purpose “Innovating for a better world” compels us to deliver on triple bottom line outcomes of People, Planet and Profit, responsibly and always with the intent to be a force for good.

For details regarding the following sections, refer as indicated.

●	for information regarding our business overview, refer to “Integrated Report— Our distinctive value chains” as contained in Exhibit 99.4;
●	for information regarding our strategy, refer to “Integrated Report— Our strategy” as contained in Exhibit 99.5;
---	---
●	for a description of the Company’s operations and principal activities refer to “Integrated Report— Our distinctive value chains” as contained in
---	---
Exhibit 99.4; “Integrated Report—Performance overview” as contained in Exhibit 99.6; and Item 18— “Financial Statements—Segment information”; and
---
●	for a description of our principal markets, refer to Item 18— “Financial Statements—Geographic segment information”, which provides information regarding the geographic location of the principal markets in which we generate our turnover, as well as of our asset base.
---	---

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 macro-economic 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.D—Risk factors”.

Raw materials

In the Southern Africa value chain, the main feedstock components for the production of fuels and chemical products are coal mined and procured from external sources by our Mining segment, natural gas obtained from and procured externally by our Gas segment and crude oil purchased from external suppliers.

In our Chemicals Business, outside of Southern Africa, the main feedstocks used are kerosene, benzene, ethane, ethylene, oleochemicals and aluminium. Feedstocks are purchased externally. At the Lake Charles facility we also produce ethylene at our East Ethylene Cracker as well as at the LIP JV cracker. The pricing of most of these raw materials follow global market dynamics which relate to crude oil and energy prices. For information regarding LIP JV, refer to “Item 4.B – Business Overview – Key Contracts”.

Marketing channels and principal markets

In our Mining and Gas segments, we make use of direct sales models, long-term marketing gas sales agreements and short-term crude oil purchase agreements. Piped gas is sold to wholesalers and end-users in South Africa. 35

Table of Contents In our Fuels segment, marketing channels can be divided into the following main areas:

●	liquid fuel sales to licensed wholesalers;
●	liquid fuels sales to retailers and end-users; and
---	---
●	liquid fuels overland exports into other parts of Southern Africa.
---	---

In our Chemicals Business, our products are sold to customers worldwide with a significant part under annual and multi-year contracts. Marketing channels can be divided into the following main areas per segment;

In our Chemicals Africa segment (Chemicals Africa), Advanced Materials, our business division, consist of cobalt catalyst and carbon sold largely to international markets. Base Chemicals produces polymers, fertilisers and explosives, phenolics, methanol and some other products which are sold mainly to customers in South Africa with the exception of polypropylene and phenolics which are mainly exported. Explosives intermediates are sold to our partner Enaex Africa (Pty) Ltd (Enaex) which converts these to final products for supply to the Sub-Saharan Africa mining industry. Essential Care exports the South African-produced C6+ alcohols to international markets for external sales or internal use in surfactant facilities across the globe. Performance Solutions’ products included Fischer Tropsch-based wax, solvents, comonomers and safol which are substantially exported to international markets for external sales;

In our Chemicals America segment (Chemicals America), Advanced Materials consists of alumina sold largely within North America with some exports to Europe and Asia. For Base Chemicals, polyethylene is produced and marketed on behalf of Sasol by Equistar Chemicals LP an affiliate of our joint venture partner LyondellBasell. The produced ethylene is either consumed internally for derivatives or sold to external customers in the US merchant market. Mono Ethylene Glycol (MEG) is marketed and distributed on behalf of Sasol by a third party. Phenolics are largely exported to international markets. Essential Care includes surfactants, Ethylene Oxide (EO), C6+ alcohols, Linear Alkyl Benzene (LAB) and paraffins and Performance Solutions includes the sale of comonomers, speciality paraffins and speciality

alcohols mainly within the Americas region, with some sales to Europe and Asia; and

In Chemicals Eurasia segment (Chemicals Eurasia), Advanced Materials includes sales of alumina mainly within Europe with some sales in other regions including the Americas and Asia. Essential Care consists of surfactants, EO, C6+ alcohols, LAB and paraffins sales mainly within Eurasia with some sales in the Americas. Performance Solutions covers the sale and production of speciality alcohols, glycols and emulsions. Glycol ethers from Eurasia are largely sold within the region, with some additional global sales.

Factors on which the business depends

Intellectual property

Our proprietary or licensed technologies, our software licences, procedures and protocols support Sasol’s competitive advantage. These consist of:

●	our patented technologies;
●	skilled, experienced and technically qualified employees, industry thought leaders and experts that enable Sasol to respond to the constantly changing environment; and
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●	our business processes and management systems.
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Intellectual Capital summary	****	2024	****	2023	****	2022
Total worldwide patents held^1^		1 795		2 282		2 590
Investment in research and development		R1 516 million		R1 516 million		R1 280 million

^1^ Granted patents only, excludes pending applications.

The Sasol Slurry Phase Distillate^TM^ (Sasol SPD^TM^) process—Based 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 SPD^TM^ process for converting natural gas into high quality, 36

Table of Contents environment-friendly GTL diesel, GTL kerosene and other liquid hydrocarbons.

The Sasol SPD^TM^ process integrates the following three main technologies, each of which is commercially proven.

●	the Haldor Topsøe SynCOR^TM^ reforming technology, which converts natural gas and oxygen into syngas;
●	our Sasol Low Temperature Fischer-Tropsch^TM^ (Sasol LTFT^TM^) technology, which converts syngas into hydrocarbons; and
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●	the Chevron Isocracking^TM^ technology, which converts hydrocarbons into particular products, mainly diesel, naphtha and Liquified Petroleum Gas (LPG).
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We believe, based on our knowledge of the industry and publicly available information, that globally, we have the most extensive experience in the application of FT technology on a commercial scale. The Sasol SPD^TM^ 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 SPD^TM^ 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.

Our Sasol LTFT^TM^ technology can also be integrated into flow schemes utilising green hydrogen and sustainable carbon feedstocks in order to produce green products including sustainable aviation fuel and we have formed a joint venture with Haldor Topsøe in order to pursue opportunities in this regard. For more information on the joint venture with Haldon Topsoe, refer to “Item 4.B – Business Overview – key Contracts”.

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.

On 9 July 2021, SSA concluded an agreement to sell its sodium cyanide business to a South African, B-BBEE empowered subsidiary of a Czech Republic based company specialising in cyanide production. On 11 October 2023, the Competition Tribunal issued its decision prohibiting the transaction.

On 1 December 2020, Sasol closed a transaction creating a 50% joint venture with LyondellBasell Offtake, LLC called Louisiana Integrated Polyethylene JV LLC (LIP JV) As part of this transaction, Sasol entered into a marketing agreement with Equistar Chemicals, an indirect subsidiary of LyondellBasell. Pursuant to this marketing agreement, Equistar markets and sells Sasol’s polyethylene manufactured by the LIP JV along with LyondellBasell polyethylene manufactured by the LIP JV. The marketing agreement is set to expire on November 30, 2030.

Effective 29 February 2024 when the relevant transaction closed, Sasol and Topsoe have established a 50/50 joint venture Zaffra B.V. The purpose of Zaffra B.V. is to develop, build, own, and operate sustainable aviation fuel plants, and market sustainable aviation fuels derived from non-fossil feedstock, utilizing green hydrogen, sustainable sources of CO2 and/or biomass with a specific focus on Sasol’s Fischer-Tropsch and Topsoe’s related technologies.

Refer to “Item 4.D—Property, plants and equipment—Gas” for details regarding key contracts in Mozambique.

Legal proceedings and other contingencies

From time to time, Sasol companies are involved in litigation, legal proceedings, arbitrations, tax disputes 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 as guided by IFRS.

Further, from time to time, communities and NGOs challenge our environmental licences and related 37

Table of Contents applications including regarding concerns with potential health, community and environmental impacts associated with Sasol’s activities.

South African Revenue Services (“SARS”) audit on Sasol Financing International plc

As reported previously, 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 R2,87 billion (including interest and penalties as at 30 June 2024), which is disclosed as a contingent liability.

SFI lodged an objection and appeal in the Tax Court against the revised assessments. SFI and SARS agreed that the appeal and related Tax Court processes will be held in abeyance pending the outcome of the judicial review application noted below.

Sasol has launched two judicial review applications respectively against the SARS decision to register SFI as a South African taxpayer and against certain related elements of the revised assessments over which the Tax Court does not have jurisdiction. The two matters were heard together during November 2022 and on 1 August 2023 the court delivered its decision dismissing both the SFI review applications. SFI filed an application for leave to appeal the High Court decision and a hearing date for this application has beed set up for 17 September 2024. The review applications relate to the challenge by SFI of certain administrative decisions of SARS and the High Court decision does not directly affect the merits of the substantive dispute before the Tax Court, which remains in abeyance while the appeal of the review applications continues.

Clause 12A application

Our emission sources at our operations in South Africa are regulated in accordance with atmospheric emission licences which are based on the MES published in terms of section 21 of the National Environmental Management: Air Quality Act, 39 of 2004 (NEMAQA).

We previously reported that Sasol sought a dispensation in terms of Clause 12A of the Listed Activities and Associated Minimum Emission

Standards 2013, promulgated under the NEMAQA for its Secunda Operations (SO) to be regulated under alternative load-based emissions standards from 1 April 2025 onwards. The application was initially declined by the National Air Quality Officer (NAQO) and Sasol subsequently filed an appeal to the Minister of Forestry, Fisheries and the Environment (the Minister) in July 2023. On 5 April 2024, the Minister issued her decision, upheld Sasol’s appeal and set aside the decision of the NAQO.

The Minister concluded that Sasol’s application met all the requirements of Clause 12A, and therefore replaced the NAQO’s decision, permitting that load-based limits be applied from 1 April 2025 up to 31 March 2030, subject to the following conditions:

(i)	the Minister’s determination of concentration-based limits to apply in addition to the load-based limit, which were set on or around 26 July 2024;
(ii)	implementation of Sasol’s GHG reduction roadmap; and
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(iii)	SO2 also being regulated on a load-based limit beyond 31 March 2030.
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The Minister’s decision does not expressly refuse or grant a load-based dispensation beyond 31 March 2030, although this has been requested by Sasol in our initial application and appeal. In light of this open issue and the conditions of the Minister’s decision, a further dispensation may be required as available in law, the outcome of which cannot be guaranteed.

Sasol can therefore continue with the implementation of its load-based integrated solution. Sasol will apply to the local licensing authority to incorporate the abovementioned limits in the atmospheric emissions license (AEL) for its SO, to give effect to the Minister’s decisions. The varied AEL will enable lawful operations from 1 April 2025.

The decision does not expressly refuse or grant a load-based dispensation beyond 31 March 2030, although this was requested by Sasol in our initial application and appeal. The implementation of the reduction roadmap, as a condition of the decision, is contingent on SO2 also being regulated on a load-based limit beyond 31 March 2030. Accordingly, a further dispensation may be required as available in law, the 38

Table of Contents outcome of which cannot be guaranteed. Legal review of NERSA Maximum Gas Price

In 2013, NERSA approved an application from Sasol regarding maximum gas price (MGP) (the 2013 NERSA MGP Decision). In its July 2019 decision, the South African Constitutional Court overturned the 2013 NERSA MGP Decision, ordered NERSA to revise its decision and confirmed that the new MGP decision by NERSA will apply retrospectively from 26 March 2014. The High Court also overturned the 2017 NERSA MGP decision on 3 May 2021.

After the South African Constitutional Court decision, NERSA adopted a new MGP methodology in 2020. Sasol Gas submitted a new maximum gas price application to NERSA in December 2020 and on 6 July 2021 NERSA published its maximum gas price decision (the 2021 NERSA Maximum Gas Price decision), which determined maximum gas prices for Sasol Gas for the period from March 2014 up to 2023.

In December 2021 the Industrial Gas Users Association of Southern Africa launched a legal review application to overturn the NERSA 2021 MGP decision. Both NERSA and Sasol Gas opposed the application. The matter was heard in the High Court at the end of May 2023 and on 20 June 2024 the court handed down its decision to grant the review application. In its order, the court overturned the 2021 NERSA MGP decision and remitted the matter back to NERSA to take a new MGP decision. Sasol Gas brought an application for leave to appeal the decision by the High Court and a hearing date for the appeal will be set in due course. An adverse outcome in this matter may lead to further retrospective liability for Sasol Gas.

Alleged Pricing Conduct Complaints to Competition Commission

During 2022 certain customers of Sasol Gas submitted complaints to the Competition Commission (Commission) relating to alleged pricing conduct prohibited by the South African Competition Act, 1998 (Act No 89 of 1998). One of the complainants applied for an interdict to restrain Sasol from increasing its gas prices above the ruling maximum price of R68,39/GJ until the conclusion of the investigation of the complaints. In May 2023 an interdict was issued by the Competition Tribunal providing that Sasol Gas can only increase its gas prices after two months’ written notice to the complainant and if the gas price was approved by NERSA. Following the approval by

NERSA of the MGP for FY24, Sasol Gas complied with the required notice as ordered by the Competition Tribunal. The FY24 NERSA MGP decision was implemented by Sasol Gas as from 1 January 2024.

In September 2022 Sasol Gas launched a legal review application, to clarify the respective jurisdiction of NERSA and the competition authorities insofar as it relates to gas prices that are regulated under the Gas Act. After this application was dismissed by the Competition Appeal Court (CAC) Sasol Gas sought to appeal the decision to the Constitutional Court (CC). On 22 July 2024 the CC refused leave to appeal on the basis of lack of reasonable prospects of success. The referral by the Competition Commission of the price complaints will proceed before the Competition Tribunal. The exchange of pleadings in the matter continues in order to prepare for the hearing of the matter, the date of which has not been determined yet.

Following the end of the period allowed for the investigation by the Commission and notwithstanding the ongoing litigation in the CAC, the Commission on 10 July 2023 made a referral of the complaints to the Competition Tribunal. An adverse outcome in the referral before the Competition Tribunal may result in possible fines and other sanctions against Sasol Gas. The litigation remains ongoing, and the outcome thereof cannot be predicted.

The Gas Amendment Bill was gazetted on 13 April 2021, but has not proceeded through South African Parliament. The ultimate effect of the proposed amendments to the Gas Act on our sales and our financial condition cannot be determined at this time.

Cyanide pricing investigations

On 13 February 2023 the Competition Commission advised Sasol that a complaint had been lodged against Sasol arising from substantial price increases for liquid sodium cyanide implemented by Sasol from around June 2021. These price increases were implemented in reaction to changes in market conditions. The complainants alleged that these price increases are excessive, exclusionary and amount to a constructive refusal to supply when it is economically feasible to do so. Following the decision by the Competition Tribunal not to approve the sale of Sasol’s sodium cyanide business, the Commission revived its engagements with Sasol relating to the investigation of the price complaint. The Commission made extensive information requests as part of its investigation and 39

Table of Contents engagements between Sasol and the Commission continue.

Dispute between Sasol Oil, Total and Transnet for tariff applicable to conveyance of crude oil

Sasol Oil (Pty) Ltd (Sasol Oil) and Total South Africa (Pty) Ltd (Total) use the crude pipeline owned by Transnet Pipelines-a division of Transnet to-transport crude oil from Durban to the Natref refinery. The tariff for the crude oil conveyance was historically determined through a commercial agreement between the parties, which agreement also included the so-called variation agreement (the Variation Agreement) relating to the inland nature of the Natref refinery. After the petroleum pipeline tariffs started to be determined by NERSA under the Petroleum Pipelines Act, 2003 (Act 60 of 2003) (Petroleum Pipelines Act) a dispute arose between the parties regarding the tariff applicable to the conveyance of crude oil.

In September 2017, Sasol Oil issued summons against Transnet to claim the difference between the tariffs that should have been charged by Transnet under the Variation Agreement compared to the tariffs that were actually charged by Transnet under the NERSA tariffs. The NERSA tariffs do not distinguish between a tariff for crude oil and a tariff for refined products.

Sasol Oil’s action was combined with a similar action brought earlier by Total. Certain issues in the consolidated matter were previously decided by the High Court in 2015 and the Supreme Court of Appeal (SCA) in 2016.

Pursuant to an Appeal by Transnet from the SCA, the Constitutional Court in June 2022:

●	upheld Transnet’s appeal by declaring that the Variation Agreement was terminated validly by Transnet as from 13 September 2020; and
●	dismissed Transnet’s application for leave to appeal relating to the cause of action of the claims by Sasol Oil and Total as it did not engage the Court’s jurisdiction. Accordingly, Sasol and Total’s contractual damages claims following Transnet’s breach of the Variation Agreement continued but were in this litigation limited to the duration of the Variation Agreement.
---	---

After the Parties were granted leave to amend their respective pleadings, the High Court litigation regarding the quantum of these claims proceeded from 15 April to 3 May 2024. On 18 June 2024, judgement was handed down by the High Court in Sasol Oil’s and Total’s favour. The Court awarded damages in the amount of R3.9 billion to Sasol, with interest (R2.3 billion calculated up to 31 May 2024). Transnet filed an application for leave to appeal this High Court decision and a date for the hearing of the application will be set in due course.

From December 2020, after the High Court judgement in the matter, Sasol Oil and Total made payment for crude oil conveyance at the reduced tariff specified in the Variation Agreement. These payments constituted a shortfall in respect of the tariff invoiced by Transnet. After the Constitutional Court judgement, Transnet issued summons against Sasol Oil claiming repayment of the shortfall. In May 2023, after NERSA approved the pipeline tariff for Transnet for 2023/4, Transnet further insisted that Sasol Oil pay the full NERSA-approved tariff, notwithstanding the fact that the NERSA approval does not provide for differentiated tariffs for crude oil and refined products respectively. As from 1 June 2023 Sasol Oil agreed to monthly pay Transnet the full tariff for crude oil transported to Natref, pending the ongoing litigation. The claim by Transnet for the repayment of the previous shortfall in the tariff was heard in the High Court from 29 July to 15 August 2024. Closing argument in the matter is scheduled for 29 and 30 August 2024 whereafter the court will consider its decision in the matter. As at 30 June 2024 Sasol Oil accounted for this claim by Transnet as a trade payable in the amount of R1 178 million (including interest).

In July 2023 Sasol Oil initiated a legal review application in the High Court to overturn the NERSA approval of the Transnet pipeline tariff for 2023/4 as the decision does not comply with the requirements of the Petroleum Pipelines Act. Sasol Oil will on the same basis bring a legal review application to overturn the NERSA tariff approval for 2024/5.

Sasol Oil continues to engage with Transnet in an endeavour to resolve the ongoing dispute between the parties through commercial negotiation.

Litigation of Sasol Mining in three litigation matters relating to occupational diseases

A judgement by the South African Constitutional Court in 2011 confirmed the right of 40

Table of Contents 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, Sasol Mining is currently the defendant in three separate litigation matters.

The plaintiffs in the first matter involving 22 individual cases though not a class action, allege that they contracted coal-dust-related lung diseases, while in Sasol Mining’s employment. Two plaintiffs passed on after the matter commenced and their claims were subsequently withdrawn. 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, 29 of 1996 (including various regulations issued in relation to this Act) 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 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.

As the trial has not yet commenced and a response from the plaintiffs to our request for further particulars is still being awaited, it is not possible at this stage to estimate the likelihood that the plaintiffs will succeed with their claim and if successful, the quantum of damages that the court would award. Therefore, no provision has been raised of 30 June 2024.

The remaining two matters involve single plaintiffs, in which the legal process is ongoing, and no trials have commenced.

Dispute between Solidarity and Sasol Khanyisa in relation to Sasol Khanyisa share scheme

Solidarity-one of our recognised trade unions-referred a dispute relating to the Sasol Khanyisa share scheme (see Sasol Khanyisa transaction herein below) to the Commission for Conciliation, Mediation and Arbitration (CCMA) on 17 December 2017, alleging that the issuing of benefits to a certain part of the employee base amounted to racism. Sasol denied that the share scheme was incorrectly constituted. Conciliation proceedings commenced on 11 January 2018 and on 5 February 2018, Solidarity demanded 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 would be entitled to within seven days after such entitlement (2028) or payment to each member of R500 000 by the end of December 2018”.

Solidarity embarked on a “go-slow” strike on 3 September 2018 with the intention to escalate it to a full-blown strike. On 25 October 2018, Solidarity took the dispute to the CCMA which subsequently certified it as unresolved in February 2019. Solidarity filed a statement of claim with the Labour Court in Johannesburg in May 2019 which we replied to in July 2019. Subsequently the Judge President of the Labour Court invited Sasol and three other respondents in three similar cases where Solidarity is the applicant to meet to consolidate the disputes and set a stated case (that is a combined version setting out the dispute). The parties could not agree on such a formulation and the matter became dormant.

The Labour Court issued a directive to prepare a pre-trial minute to be filed with the registrar as an alternative to appearing before a judge of the Labour Court on 10 August 2022. The parties filed the pre-trial minute, and the trial date was set for 13 May 2024. Since February 2024 interactions with Solidarity commenced in order to ascertain the position of the latter regarding intentions to litigate. Once it was established that a settlement was possible, it was pursued and in the first week of April 2024 settlement was reached. The plaintiffs withdrew their claims in the Labour Court and Sasol, as a gesture of goodwill, made a contribution to their legal costs. The matter is concluded and closed.

Criminal proceeding under the National Environmental Management Act 108 of 1998, the National Environmental Management: Waste Act and the National Water Act against Sasol South Africa Limited

Following the conclusion of a criminal investigation initiated in April 2021 and conducted by the Environmental Management Inspectorate, summons instituting criminal proceedings by the National Prosecuting Agency was served on Sasol South Africa Ltd citing the Company as the defendant. The date of the first court appearance was 20 September 2022. Thereafter the matter was postponed at the request of the State a number of times but will be set for trial in due course.

There were initially six counts specified in the charge sheet which charges relate to offences that have 41

Table of Contents allegedly been committed by the Company, through its Secunda Operations, under the National Environmental Management Act 108 of 1998 and the National Environmental Management: Waste Act, 59 of 2008 and the National Water Act, 36 of 1998. On 25 July 2024 Sasol was presented with an amended charge sheet in which one charge was added and two of the previous charges were removed.

Water Tribunal Dispute over water use licence for Sasol Mining.

On 20 June 2022, Sasol Mining was notified that an application for renewal of an existing water use licence (WUL) for its Syferfontein Colliery, was declined by the Department of Water and Sanitation (DWS). The licence authorised certain water uses relating to the storage of water, disposing of water which may be detrimental to a water resource and removing, discharging or disposing of water found underground necessary for the efficient operations and safety of people.

Sasol Mining subsequently filed an appeal against the decision with the Water Tribunal. In parallel Sasol Mining had various engagements with DWS in an attempt to resolve the matter. A water use licence, valid for a period of 10 years, was issued on 6 March 2024. The appeal and enforcement action have been withdrawn.

A revised Syferfontein WUL for the dams (previously declined by the DWS), was approved on 6 March 2024. This WUL is valid for 10 years due to expire on 06 March 2034 and may be reviewed at intervals of not more than five years.

Separately the Syferfontein consolidation WUL submitted to the DWS on 13 December 2023, which included the Syferfontein Tweedraai WUL (expiring on 3 April 2024), was approved on 3 April 2024. This WUL is valid for 18 years (expiry 3 April 2042) and may be reviewed at intervals of not more than 5 years.

Dispute between Murray & Roberts Power and Energy and Sasol

Sasol South Africa Limited is currently involved in a dispute which had been placed before an Arbitrator in respect of alleged additional costs incurred by Murray & Roberts amounting to approximately R322 million associated with alleged delays experienced and additional work it had to execute as part of the

completion of the Coal Tar Filtration Project East at Sasol Secunda Operations. Sasol is defending the matter and the main arbitration hearing is scheduled to commence in February 2025.

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. Sasol may, from time to time, respond to information requests and/or investigations by competition law authorities. We co-operate with all lawful investigations in a transparent and constructive manner.

Environmental obligation

Sasol’s environmental obligation accrued at 30 June 2024 was R16 524 million compared to R17 293 million at 30 June 2023. 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 Act, 108 of 1996 (Constitution). This is being done 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 socio-economic 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 42

Table of Contents 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 position.

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.D—Risk factors” for details on particular aspects of regulations affecting our business activities.

Empowerment of historically disadvantaged South Africans

Black Economic Empowerment policies and legislation

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 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 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 B-BBEE Act (Codes) This includes the Charters (i.e. the Mining Charter) and Liquid Fuels Charter (LFC) adopted by the various sectors within which Sasol operates businesses and compliance is measured in the related scorecards.

Our most recent certification in terms of this legislation, issued in September 2023, for both Sasol Limited and SSA puts us at an improved contributor status of level 2 compared to level 3 for SSA in 2022. This improved contributor level makes Sasol a more attractive supplier of products to our customers in South Africa because the contributor level of their suppliers impacts the B-BBEE contributor status of such customers. Plans are in place to maintain and further improve our B-BBEE status.

Sasol continues to entrench transformation within the organisational culture, enhancing its commitment as a good corporate citizen.

Sasol Khanyisa transaction

In phases from March 2018, Sasol implemented a new B-BBEE ownership transaction (Sasol Khanyisa) which was 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 ongoing and sustainable B-BBEE ownership credentials.

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; to date R6,2 billion has been recognised. The only unvested portion of the transaction relates to the employee share ownership plan.

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 18—Financial Statements—Note 32 Share-based payment reserve” for further information.

The Mining Charter

The Mining Charter requires mining companies to meet various criteria intended to promote meaningful participation in the industry of HDSAs. These criteria include ownership, inclusive procurement, supplier and enterprise development, human resource development, employment equity and miner community development. The provision in the Mining Charter that provided that a mining right holder who does not comply with the ownership criteria and falls between levels 6 and 8 of the Mining Charter scorecard shall be in breach of the Mineral and Petroleum Resources Development Act, 28 of 2002, has been set aside by the High Court pursuant to a challenge of various aspects of the Mining Charter including aspects relating to ownership. 43

Table of Contents The Upstream Petroleum Resources Development Bill (UPRDB)

The Minister of Mineral Resources and Energy withdrew the Mineral and Petroleum Resources Development Amendment Bill from parliament in 2018 with the aim of separating oil and gas matters from those of mining. The draft UPRDB was published in the Government Gazette on 24 December 2019. Sasol submitted comments directly to the DMRE via the relevant business association (OPASA). Due to the impact of COVID-19, further consultation processes were delayed, and the legislative process was impacted by such delays. On 13 May 2021, Cabinet approved the introduction of the UPRDB to parliament. The UPRDB was gazetted and published for public comment on 11 June 2021. Sasol made submissions thereto via OPASA. On 15 December 2021, National Treasury published for industry comment Discussion Document: What is the Most Appropriate Tax Regime for the Oil and Gas Industry (putting forth proposals on the taxation of upstream oil and gas activities). Sasol submitted its comments to the discussion document via OPASA. National Treasury held a public consultation on 13 April 2022 to further discuss the oil and gas tax regime. On 26 October 2023 the UPRDB was passed by the National Assembly. The National Assembly approved the Bill with a 20% free carried interest for the State among other key changes from the MPRDA. Important to note is the Bill has no fiscals and treasury will issue a “Money Bill” at some point which will cover this area. On 25 April 2024 the UPRDB was passed by the National Council of Provinces, and it is currently with the President of the Republic of South Africa for signature.

The Liquid Fuels Charter (LFC)

The 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 LFC.

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.

The DMRE 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. While this process may impact on the B-BBEE obligations of Sasol’s businesses in the South African energy industry, the timing of completion, the outcome and potential effects 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 granted in accordance with the MPRDA 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 holds three mining rights situated within the Bethal, Secunda, Highveld Ridge, Balfour and Standerton magisterial districts. These mining rights were granted for periods between 20 and 30 years. The Secunda complex mining right is valid until 28 March 2040 and Sasol Mining can apply to the DMRE for renewal of the right for a further maximum period of 30 years. The Block IV and Alexander Block mining rights are also situated in the Secunda area and remain valid until 27 August 2037 and 21 January 2048 respectively. The Mooikraal mining right near Sasolburg in the Free State is valid until 28 March 2040. 44

Table of Contents Safety, health and environment

Regions in which Sasol operates and their applicable legislation

South Africa

The majority of our operations are 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 contains the underlying right to an environment which is not harmful to health or well-being of people which right 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 Climate Change Bill was signed into law on 18 July 2024 and published as the Climate Change Act, 2022 on 23 July 2024. The Act will only come into operation on a date fixed by the President by proclamation in the Government Gazette. At a high level, the most significant impact of the Act for the private sector is the framework for the regulation of GHG emitting activities and for government departments GHG emitting sectors, however, no specific penalties are provided for the failure to comply with the prescribed mitigation instruments (i.e., carbon budgets and sectoral emission targets). Furthermore, a person to whom a carbon budget has been allocated must prepare and submit to the Minister, for approval, a

GHG mitigation plan. Until the regulations for carbon budgets are published, Sasol will continue to submit progress reports on its pollution prevention plans (mitigation plans) in terms of the Pollution Prevention Plan Regulations referred to below, which in the interim serves as governing regulations in terms of the Climate Change Act.

Sasol continues to engage with the government on the imposition of mandatory carbon budgets. Sasol’s engagement focuses on the need for the alignment of mitigation instruments in an effort to create long-term policy and regulatory certainty. Although not mandatory, Sasol participated in the first phase of the carbon budget process and received and agreed to its allocated carbon budget, which was in place until the end of calendar 2020. We received the second voluntary carbon budget for the next five years until 2027. A preliminary allocation was received which was reduced based on our national GHG inventory. The GHG and the National Pollution Prevention Plan Regulations were promulgated in April and June 2017 respectively and subsequently revised. Sasol continues to submit its GHG data annually, as well as progress on its approved pollution prevention plans. The Carbon Tax Act, 15 of 2019 was signed into law in May 2019 and came into effect on 1 June 2019. National Treasury undertook a process to increase the carbon tax rates (as per the 2022 National Budget) culminating in higher tax rates for 2026 to 2030.

For information see “Item 3.D—Risk Factors-Risks related to our sustainability”.

Hazardous substances

Provisions for the protection of humans and the environment against the harmful effects of hazardous substances and preparations are provided for in various laws, regulations and incorporated standards on the use, handling (including classification and labelling), storage and transport thereof. These laws and regulations are aligning with international commitments on safe chemicals management, including the Globally Harmonised System of Classification and Labelling of Chemicals. Primary laws in this regard include the Hazardous Substances Act and the Hazardous Chemicals Agent Regulations under the Occupational Health and Safety Act.

For information regarding our challenges associated with these regulatory requirements refer to “Item 3.D—Risk factors”. 45

Table of Contents European Operations

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. In Europe, we anticipate continuing to respond to the regulatory environment through existing systems and control technologies 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 European operations.

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. Sasol’s US operations 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 US. Climate change policy continues to be developed at the federal and state level, and to some extent, through the judicial system. 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 to the regulatory environment through existing systems and control technologies 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 regulated pursuant to multiple federal laws including the Toxic Substances Control Act and by a labelling standard that incorporates the requirements of the Globally Harmonised System of 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.

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) and its respective regulations, namely the Regulations on Environmental Impact Assessment (Decree 54/2015 of 31 December) and the Environmental Regulations for Petroleum Operations (Decree 56/2010 of 22 November) 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 Law (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.

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 46

Table of Contents the storage, processing and transportation of chemical substances, including feedstock, products and waste. In the United Arab Emirates, 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 Limited 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 and Sasol Financing International Limited, responsible for the management of cash resources and investments are 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 (USA) Corporation (United States), Sasol Holdings (Asia Pacific) (Pty) Ltd (South Africa), Sasol Holdings (USA) (Pty) Ltd (South Africa), Sasol Chemical Holdings International (Pty) Ltd (South Africa) 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 18—Financial Statements—Note 16 Property, plant and equipment” for further information regarding our property, plant and equipment.

Energy Business

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.

A map showing the location of our coal properties and major manufacturing plants in South Africa is shown on page M-1 and M-2. 47

Table of Contents Our Mining segment operates six collieries for the supply of coal to the Secunda Operations, Sasolburg Operations (utility coal only) and the external market. The annual production of each colliery, the primary market to which it supplies coal and the location of each colliery are indicated in the table below:


				Nominated
				capacity		Production (Mt)^(3)^
Colliery		Location	Market	per year (Mt)^(2)^		2024	2023	2022
Bosjesspruit		Secunda	Sasolburg Operations	4,8	****	5,0	5,5	5,0
Impumelelo		Secunda	Sasolburg Operations	4,9		4,3	4,7	5,3
Shondoni		Secunda	Sasolburg Operations	6,6	****	5,8	6,1	6,4
Syferfontein		Secunda	Sasolburg Operations	8,0	****	7,9	7,6	8,5
Twistdraai Thubelisha		Secunda	Export/Secunda operations^(1)^	8,4	****	8,1	7,7	7,3
Sigma : Mooikraal		Sasolburg	Sasolburg Operations	1,4	****	1,2	1,2	1,1
					****	32,3	32,8	33,6
Production tons per continuous miner (mining production machine) per shift including off-shift production ^(4)^ (t/cm/shift)					****	983	951	984
(1)	The secondary product from the export beneficiation plant is supplied to Secunda Operations.
---	---
(2)	The nominated capacity of the mines is the expected production of that mine and does not represent the total maximum capacity of the mine.
---	---
(3)	Production excludes externally purchased coal.
---	---
(4)	Off-shift production is a legally permitted, voluntary shift system allowing mine workers to produce coal on their non-working shifts. This shift system provides the mine with a flexibility option to catch up on production shortfall. The mine workers are remunerated for this production on a cost per ton basis.
---	---

Processing operations

Coal export business—Secunda Operations.

We started the coal export business in August 1996. Run of mine (ROM) coal is sourced from the Twistdraai Thubelisha Colliery (nominated capacity 8,4 Million tons (Mt)). The export beneficiation plant has a design throughput total capacity of 10,5 Mt per annum. In 2024, we produced 8,1 Mt from Twistdraai Thubelisha Colliery; of which we beneficiated 7,0 Mt, and 1,9 Mt was bypassed to Sasol Coal Supply.

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.

Sasol Mining has a 4,20% shareholding in RBCT and Sasol Mining’s entitlement on an 81 Mt per year RBCT capacity is 4,29%, which translates to 3,47 Mt per year. Actual export volumes for 2024 were 2,1 Mt. This was because of increased production and improved Transnet Freight Rail performance offset by diversion of Twistdraai Thubelisha ROM coal to Secunda Operations.

Sasol Coal Supply—Secunda Operations.

Sasol Coal Supply operates the coal handling facility between our Mining segment and Secunda 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 120 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:

●	to homogenise the coal quality supplied to Secunda Operations;
●	to keep mine bunkers empty;
---	---
●	to keep the Secunda Operations bunkers full of a product that conforms to customer requirements;
---	---
●	to supply quality coal within the parameters of ash, sinks and fines;
---	---
●	to maintain a buffer stockpile to ensure even supply; and
---	---

Table of Contents

●	to perform a reconciliation of business with regard to quantity and quality.

The daily coal supply to Secunda Operations was approximately 100 000 tons for 2024.

Coal exploration techniques

Sasol 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 exploration areas 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.

Secunda Operations

The coal supplied to Secunda Operations is the raw coal mined from the four mines supplemented by external coal purchases, supplying Secunda operations and the secondary product from the export beneficiation plant.

Extensive geological exploration has been carried out in the coal resource areas. Further exploration is undertaken 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

Geological information is stored in the acQuire database. Regular data validation and quality checking is conducted through several in-house methods. Data modelling is conducted by manual interpretation and computer-derived geological models, using the Minex 6.5 edition of the GEOVIA/ MINEX software. Reserves and composite qualities are 49

Table of Contents computed using established and recognised geo-statistical techniques.

General stratigraphy

The principal coal horizon, the Number 4 Lower Coal Seam, provides some 90,29% (2023—90,70%) 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 from bottom up.

The Number 4 Lower Coal Seam is a bituminous hard coal, characterised by the following borehole statistics as at 31 March 2024:

●	the depth to the base of the seam ranges from 40 m to 241 m with an average depth of 135 m below the surface topography. All the current mining done on this seam is underground;
●	the floor of the seam dips gently from north to south at approximately 0,5 degrees;
---	---
●	the thickness of the seam varies in a range up to 10 m with a weighted average thickness of 3,7 m. In general, thinner coal is found to the south and thicker coal to the west adjacent to the Pre-Karoo basement highs;
---	---
●	the inherent ash content (air dried basis) is an average 27,58%;
---	---
●	the volatile matter content is tightly clustered around a mean of 22,60% (air dried); and
---	---
●	the total sulphur content (air dried), which primarily consists of mineral sulphur in the form of pyrite and minor amounts of organic sulphur, averages 1,03% of the total mass of the coal.
---	---

The other potential coal seam is:

●	the Number 2 Coal Seam at Shondoni colliery and Impumelelo colliery, which has been included in our reserve base.

Reserve estimation (remaining reserves at 31 March 2024)

We have approximately 3,6 billion tons (Bt) (2023—3,7 Bt) of gross in situ proved and probable coal reserves in the Secunda Deposit and approximately 1,1 Bt (2023—1,2 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 Operations and a portion of the Twistdraai Thubelisha reserves which will be exported. The reserve disclosure in this section includes our Mining segment’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.

The coal reserve estimations in this table were compiled under supervision of Mr. Viren Deonarain who is considered a Qualified Person. The “South African Code for Reporting of Minerals Resources and Minerals Reserves (The SAMREC Code 2007 edition)” dealing with competence and responsibility, paragraph 7, states Documentation detailing Exploration Results, Mineral Resources and Mineral reserves from which a Public Report is prepared, must be prepared by, or under the direction of, and signed by a Qualified Person. Paragraph 9 states: A ‘Qualified Person’ is a person who is registered with SACNASP, ECSA or PLATO, or is a Member or Fellow of the SAIMM, the GSS or a Recognised Overseas Professional organisation. The Qualified Person must comply with the provisions of the relevant promulgated Acts. The reserves and resources modelling process and geological models were audited by an independent consultancy, WSP Golder, in August 2022. The audit verified that the geological models, reserves and resources estimates were fair reflection of the data on which they were based and conformed to internationally accepted reporting standards.

The latest coal resource/reserve estimations were determined by following the same process. The estimation of the proved reserves is compliant with the definition and guidelines as stated in the modernised SEC Regulation S-K subpart 1300.

Table of Contents The following internal controls are used in the exploration and mineral reserve estimation:

●	The Resources and Reserves document is compiled for submission to the Sasol Mining Board for approval by the Company Secretary Energy. Before submission the Vice President (VP) Integration and Mine Deployment performs a high-level reasonableness review (sense check) to ensure the detailed process was followed. This process includes a mass balance reconciliation.
●	The Vice President (VP) Integration and Mine Deployment checks the reconciliation of Form 20-F information
---	---
provided in Table 4 of the Synthetic Oil section of the Supplemental Oil and Gas information to confirm that the information disclosed for the most recently closed financial year is accurate, complete and consistent with the Sasol Mining Board Approved Resource and Reserve Statement and only includes coal to liquid resources and reserves.
---

Those involved in the Reserves and Resources estimation process are sufficiently qualified. The Head of Coal Geology signs off on the process and is classified as a Competent Person as defined by the South African Council for Natural and Scientific Professionals

Table of Contents Table 1.

Coal reserve estimations^(1)^as at 31 March 2024, 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, 28 of 2002.


		Gross in		Mine
		situ coal	Geological	layout	Extraction		Recoverable	Beneficiated
		resource^(1)^	discount	losses	rate		reserves^(2)^	yield^(3)^	Proved/
Reserve area		(Mt)^(4)^	(Mt)^(4)^	(Mt)^(4)^	(%)		(Mt)^(4)^	(%)	probable
Shondoni colliery, number 4 seam		357	48	69	49		120	100	Proved
Shondoni colliery, number 2 seam		61	12	6	41		19	100	Probable
Bosjesspruit colliery		98	7	51	56		31	100	Proved
Bosjesspruit colliery		38	2	9	45		12	100	Probable
Syferfontein colliery		387	61	100	62		137	100	Proved
Alexander Block		498	100	74	46		107	100	Proved
Alexander Block		—	—	—	—		16	100	Probable
Twistdraai Thubelisha colliery		531	102	55	52		211	P30,S44	Proved
Impumelelo, Block 2, number 4 seam		633	95	73	49		200	100	Proved
Impumelelo, Block 2, number 2 seam		383	58	172	37		44	100	Probable
Block 2 South, number 4 seam		363	98	49	54		123	100	Probable
Block 2 South, number 2 seam		133	36	18	54		45	100	Probable
Block 3 South		141	38	19	57		52	100	Probable
Total Secunda area	****	3 623				****	1 117

Table 2.

Coal reserve estimations^(1)^ as at 31 March 2024, in the Sasolburg area where Sasol Mining has converted mining rights (signed on 29 March 2010) in terms of the Mineral and Petroleum Resources Development Act, 28 of 2002.


		Gross in				Mine
		situ coal		Geological		layout		Extraction		Recoverable		Beneficiated
		resource^(1)^		discount		losses		rate		reserves^(2)^		yield^(3)^		Proved/
Reserve area	****	(Mt)^(4)^	****	(Mt)^(4)^	****	(Mt)^(4)^	****	(%)	****	(Mt)^(4)^	****	(%)	****	probable
Sigma Mooikraal		154		14		27		46		20		100		Proved
Total Mooikraal area	****	154							****	20
(1)	The gross in situ coal resource is an estimate of the coal tonnage, contained in the full coal seam above the minimum thickness cut off and relevant coal quality cut off parameters. No loss factors are applied and seam height does not include external dilution or contamination material.
---	---
(2)	The recoverable coal reserve is an estimate of the expected recovery of the mines in these areas and is determined by the subtraction of losses due to geological and mining factors and the addition of dilatants such as moisture and contamination.
---	---
(3)	The P% of P30 refers to the export product yield from the recoverable coal reserve and the S% of S44 refers to secondary product yield, which will be supplied to the Secunda Operations. The balance of this is discard material.
---	---
(4)	Mt refers to 1 million tons. Reference is made of tons, each of which equals 1 000 kilograms, approximately 2 205 pounds or 1 102 short tons.
---	---

Table of Contents Table 3.

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, 28 of 2002.


	****		****	Average	****	Average	****		****		****	Heat	****
				Inherent		Superficial						Value
				Moisture		Moisture				Steam/		(air dry)		Sulphur
		Wet/dry		Content		Content		Assigned/		metallurgical		basis		(air dry
Reserve area		tons		(%)		(%)		unassigned		coal		MJ/kg		basis)
Shondoni colliery		Wet		4,3		n/a		Assigned		Steam		20,9		1,0
Bosjesspruit colliery		Wet		4,0		n/a		Assigned		Steam		19,5		0,9
Syferfontein colliery		Wet		4,8		n/a		Assigned		Steam		22,5		0,9
Twistdraai Thubelisha colliery		Wet		4,4		n/a		Assigned		Steam		20,8		1,1
Impumelelo, Block 2, number 4 seam		Wet		3,7		n/a		Assigned		Steam		18,9		1,3
Impumelelo, Block 2, number 2 seam		Wet		4,0		n/a		Assigned		Steam		21,1		0,9
Alexander Block		Wet		4,5		n/a		Unassigned		Steam		21,6		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 4.

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, 28 of 2002


	****		****	Average	****	Average	****		****		****	Heat	****
				Inherent		Superficial						Value
				Moisture		Moisture				Steam/		(as received)		Sulphur
		Wet/dry		Content		Content		Assigned/		metallurgical		basis		(as received
Reserve area		tons		(%)		(%)		unassigned		coal		MJ/kg		basis)
Shondoni colliery		Wet		4,3		3,0		Assigned		Steam		19,7		0,9
Bosjesspruit colliery		Wet		4,0		4,0		Assigned		Steam		18,8		0,8
Syferfontein colliery		Wet		4,8		4,3		Assigned		Steam		20,9		0,8
Twistdraai Thubelisha colliery		Wet		4,4		4,7		Assigned		Steam		20,8		1,1
Impumelelo, Block 2, number 4 seam		Wet		3,7		4,0		Assigned		Steam		19,2		1,3
Impumelelo, Block 2, number 2 seam		Wet		4,0		3,5		Assigned		Steam		19,8		0,8
Alexander Block		Wet		4,5		4,5		Unassigned		Steam		20,4		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		3,6		3,6		Unassigned		Steam		21,8		0,7

Table 5.

Coal qualities, on an air-dry basis, in respective coal reserve areas, where Sasol Mining has converted mining rights in respect of the Sasolburg area in terms of the Mineral and Petroleum Resources Development Act, 28 of 2002.


	****		****	Average	****	Average			Heat
				Inherent		Superficial			Value
				Moisture		Moisture		Steam/	(air dry)	Sulphur
		Wet/dry		Content		Content	Assigned/	metallurgical	basis	(air dry
Reserve area		tons		(%)		(%)	unassigned	coal	MJ/kg	basis)
Sigma: Mooikraal		Wet		3,8		n/a	Assigned	Steam	20,1	0,6

Table of Contents Table 6.

Coal qualities, on an as received basis, in respective coal reserve areas, where Sasol Mining has converted mining rights in the Sasolburg area in terms of the Mineral and Petroleum Resources Development Act, 28 of 2002.


	****		****	Average	****	Average			Heat
				Inherent		Superficial			Value
				Moisture		Moisture		Steam/	(as received)	Sulphur
		Wet/dry		Content		Content	Assigned/	metallurgical	basis	(as received
Reserve area		tons		(%)		(%)	unassigned	coal	MJ/kg	basis)
Sigma: Mooikraal		Wet		3,8		4,0	Assigned	Steam	19,0	0,5

Criteria for proved and probable

Over and above the definitions for coal reserves, probable coal reserves and proved coal reserves, set forth in Regulation S-K subpart 1300, promulgated by the SEC, 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 500m, although in some areas it may extend to 800m. 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 350m, for which a complete mine design has been applied which includes layouts and schedules resulting in a full financial estimation of the reserve.

Legal rights on coalfields

Sasol Mining is the holder of various prospecting and mining rights for coal in Mpumalanga and one mining right in 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 MPRDA as amended.

In respect of Mpumalanga, Sasol Mining holds three mining rights for coal situated within the Bethal,

Secunda, Highveld Ridge, Balfour and Standerton magisterial districts with DMRE reference numbers MP 30/5/1/2/2/138 MR, MP30/5/1/2/2/10096 MR and MP30/5/1/2/2/10125 MR respectively. These mining rights are valid for periods of between 20 and 30 years, which can be renewed upon application to the DMRE, and allows Sasol Mining to provide a continuous and steady coal supply to Secunda Operations, which beneficiates the coal into higher value and in most cases, end line products. The bulk of Sasol Mining’s operations in Secunda falls within the Secunda Complex 138 MR mining right which was converted from old order mining licences. The 138 MR mining right has since its conversion to a new order mining right been amended to include various properties held under prospecting and mining rights which were either applied for and granted by the DMRE or were acquired from third parties and ceded to Sasol Mining. The 10096 MR mining right which Sasol Mining refers to as its Block IV mining right was granted in 2017 and the 10125 MR mining right referred to as Alexander was granted by the DMRE in 2018 and ceded to Sasol Mining during the same year.

Gas

Our natural oil and gas operations are managed by Gas Sourcing and Operations (GSO) as part of the Gas segment of our Energy Business. As of 30 June 2024, we held equity in two producing assets with proved reserves in Mozambique. We also have equity in exploration licences in Mozambique and South Africa.

In the narrative sections below, unless stated otherwise, all quantitative statements refer to gross figures. The tabular information which follows the narrative provides:

●	total gross and net developed and undeveloped acreage of our natural oil and gas assets and exploration licences by geographic area, at 30 June 2024;

Table of Contents

●	the number of net natural oil and gas wells completed in each of the last three years and the number of wells being drilled, at 30 June 2024;
●	capitalised natural oil and gas exploratory well costs at the end of the last three years and information about the continued capitalisation of natural oil and gas exploratory well costs, at 30 June 2024;
---	---
●	details about the production capacity of our natural oil and gas production facilities and the number of productive natural oil and gas wells, at 30 June 2024; and
---	---
●	average sales prices and production costs, of natural oil and gas, for the last three years.
---	---

The financial information in these sections has been prepared in accordance with IFRS in order to ensure consistency between this document and the financial statements.

Refer to the “Supplemental Oil and Gas Information” on pages G-1 to G-7 for:

●	costs incurred in natural oil and gas property acquisition, exploration and development activities, for the last three years;
●	capitalised costs relating to natural oil and gas activities, for the last three years;
---	---
●	the results of operations for natural oil and gas producing activities, for the last three years;
---	---
●	natural oil and gas proved reserves and production quantity information, for the last three years;
---	---
●	standardised measures of discounted future net cash flows relating to natural oil and gas proved reserves, for the last three years; and
---	---
●	changes in the standardised measures of discounted future net cash flows relating to natural oil and gas proved reserves, for the last three years.
---	---

The maps on page M-3 to M-4 show the location of our assets and exploration licences.

Mozambique

Licence terms

Development and production

In Mozambique, we have interests in two onshore assets, both are now producing with proved developed reserves, in the case of PSA these are limited to the first phase of production with additional facilities to be commissioned later. The first producing asset is the Pande- Temane PPA licence (301,1 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 second producing asset is the PSA licence (340,8 thousand undeveloped net acres and 43,6 thousand developed net acres) where we are currently developing oil and gas reservoirs contained in the Pande, Temane and Inhassoro fields. The PSA Temane G8 reservoir commenced production in May 2024. Our subsidiary Sasol Petroleum Mozambique Limitada (SPM), the operator, holds a 100% working interest. Under the terms of the current PSA licence, ENH as the licence holder is entitled to a profit share of production. The PSA field development plan amendment approval for Inhassoro, Temane and Pande was received on 29 September 2020 with a production period of 30 years expiring on 28 September 2050. There is no requirement to relinquish any acreage until the expiry of the individual development areas. The Corvo and Tafula areas were under the commercial assessment period second renewal to the end of February 2024 and according to the PSA licence, such areas are deemed relinquished upon the expiry of the commercial assessment period (February 2024) as a declaration of commerciality was not provided.

Exploration

We have interests in one offshore exploration licence, Angoche A5-A (non-operated) and one operated onshore licence PT5-C.

Block A5-A in the offshore Angoche Area covers an area of 115,7 thousand undeveloped net acres. Our subsidiary, Sasol Mozambique A5-A Limitada (SMA5-A) currently has a 10% participating interest in the licence. The current Exploration Sub-Period which was set to expire on December 2023 was 55

Table of Contents extended by 12 months to 31 December 2024 to allow for post well studies following the drilling of the Raia-1 commitment well in 2023.

The onshore block PT5-C in the Pande-Temane Area originally covered an area 521,0 thousand undeveloped net acres. Our subsidiary, Sasol Mozambique PT5C Limitada (SMPT5-C) holds a 70% working interest, as operator, and ENH holds a 30% interest, carried through the pre-development period.

Following the discovery of gas in the Bonito-1 well G9 reservoir, a two-year appraisal plan was submitted to the Regulator (INP) and approved in August 2023. The plan includes drilling an appraisal well during the second half of calendar year 2024 and geological and geophysical studies. Upon entry into the second exploration subperiod on 1 January 2024, 20% of the initial acreage (excluding any discovery areas) was relinquished. The exploration period carries a minimum commitment of an exploration well which is planned to be drilled during the second half of calendar year 2024. The current license area is 456,5 thousand undeveloped net acres following the 20% relinquishment on 1 January 2024.

Activities

Development and production

In the PPA licence, at 30 June 2024, well stock is 25 wells. Two wells (Pande-19 and Temane-4) were reinstated for production.

Under the PSA, following approval of the field development plan amendment in September 2020 and final investment decision in February 2021, work to deliver the field development scope (oil and gas wells and gathering system and integrated gas, oil and LPG processing facilities) commenced. The 3-D seismic data acquisition and processing over the Pande and Inhassoro fields was concluded in 2022. Drilling and workover activities commenced on 7 August 2021 using the rig contracted for an integrated drilling campaign, servicing the PPA, PT5-C and PSA licences. Engineering activities for the surface facilities, i.e. well pads, oil and gas gathering system and oil, gas and LPG processing facilities, and procurement are significantly advanced. Ten new wells have been drilled, nine are complete and ready for hook-up to the gathering network, two Temane wells commenced production in May 2024 through the Initial Gas Facilities (IGF) that achieved beneficial operation in November 2023. The integrated gas, oil and LPG processing facilities (IPF)

are significantly complete and on track to achieve beneficial operation during the last quarter of calendar 2024. The project costs are trending within the approved US$760 million, with total field development spend as at 30 June 2024 amounting to US$571,9 million. A stratigraphic exploration well (deepening section of Temane Deep) was drilled in August 2023. No hydrocarbons were encountered, and the deepening section was declared dry.

Capitalised exploratory well costs

At 30 June 2024, there were no exploratory well costs capitalised in the Pande-Temane PPA asset or in the A5-A licence. Under the PT5-C licence following the discovery of hydrocarbons, exploratory well costs of R450,9 million continue to be capitalised for a period greater than one year after the completion of drilling; these costs relate to the exploration drilling activities conducted and completed in 2023. Costs related to follow-up exploration drilling activities of R55,6 million were capitalised during 2024.

At 30 June 2024, there were no exploratory well costs capitalised in the PSA. Total exploratory well costs capitalised as at 30 June 2024 amounted to R506,5 million.

Facilities and productive wells

Natural gas and condensate is produced from the Pande-Temane PPA and PSA asset facilities, at the Central Processing Facility (CPF) and Initial Gas Facility (IGF) on a site of approximately 400 000 square metres, located some 700 km north of Maputo, the capital of Mozambique. Production from the Temane and Pande fields is routed from production wells via infield flowlines and pipelines to the CPF and IGF respectively. The design capacity of the CPF and IGF is 491 million and 80 million standard cubic feet per day (MMScf/D) respectively of sales gas together with small amounts of associated condensate.

At 30 June 2024, there were 25 productive wells in the Pande-Temane PPA asset. At 30 June 2024, there were 2 productive wells in the Temane PSA asset.

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 56

Table of Contents produced in accordance with GSA1, signed on 27 December 2002 and amended on 3 May 2022 (30-year contract term from 1 April 2004), and GSA2, signed on 10 December 2008 (20-year contract term from 1 January 2010), is sold by the PPA asset for use as part of the feedstock for our chemical and synthetic fuel operations and to the external market in South Africa, with a daily contract quantity equivalent to 118,8 PJ/a (107,76 bscf/a) and 27 PJ/a (24,49 bscf/a) for GSA1 and GSA2 respectively. There are four off-takers 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 (ENH) 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).

Production from Proved Reserves is expected to commence declining in calendar 2024, when it will no longer be possible to fully supply gas at historically contracted rates. Technical 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 contract terminates on 30 June 2025.

GSA4 in place between SPM and ENH as joint sellers and SSA as the buyer, signed on 29 June 2021, allows for the delivery of a maximum of 33 PJ/a, over the 25-year licence term of the PSA, capped at a total contract quantity of 292 bscf. GSA4 gas is currently being produced earlier than originally scheduled through the IGF. Once the IPF is ready, PSA gas will be delivered through the IPF.

A GSA is in place between SPM and ENH as joint sellers and Electricidade de Moçambique (EDM) as the buyer, signed on 31 May 2021. The buyer entered into a tolling arrangement for a gas-to-power project with an installed capacity of approximately 450 MW which is being constructed on a site at Temane. The Central Termica de Temane (CTT) project will require 23 PJ/a natural gas for a 25-year period. CTT is expected to achieve commercial operation during 2025. Gas supplied to CTT will be via the IPF when it comes online. The IPF will also enable the production of Liquified Petroleum Gas (LPG) and Light Oil and Condensate (LOC).

An estimated 30 000 tonnes/a of LPG will be produced from the PSA Integrated Processing Facility. In this regard, a LPG sales agreement has been concluded between SPM and ENH, dated 31 May 2021.

LOC produced from the IPF will be sold to ENH, as the Government of Mozambique appointed buyer.

Proved reserves (all quantities are net to Sasol)

Our Mozambique proved reserves are contained in the Pande-Temane PPA and PSA assets. These represent the net economic interest volumes that are attributable to Sasol after the deduction of petroleum production tax taken in kind. The primary sales product is natural gas, with minor amounts of associated liquid hydrocarbons.

Changes to proved reserves

There was a decrease of 103,5 billion cubic feet in proved gas reserves to 626,0 billion cubic feet due to production of 120,6 billion cubic feet partially offset by a 0,4 billion cubic feet upward revision of previous estimates, and improved recovery of 16,7 billion cubic feet.

Changes to proved developed reserves

Proved developed gas reserves decreased by 114,8 billion cubic feet to 429,9 billion cubic feet as a consequence of production offset by minor revisions and volumes moving into undeveloped reserves and then converting to developed reserves..

Proved undeveloped reserves converted to proved developed reserves

6,2 Bscf have matured into undeveloped reserves and then converted into developed reserves during 2024.

Changes to proved undeveloped reserves

Proved undeveloped gas reserves increased by 11,3 billion cubic feet to 196,1 billion cubic feet.

Proved undeveloped reserves remaining undeveloped

The PPA asset proved undeveloped reserves are estimated to be 25,3 billion cubic feet and in the Pande-Temane PSA asset 170,8 billion cubic feet. It is anticipated that both these quantities will be converted to developed reserves during the calendar 2025. 57

Table of Contents South Africa

Licence terms

In South Africa, we have an interest in one exploration licence.

Our subsidiary Sasol Africa (Pty) Ltd holds a 100% working interest (13 758,1 thousand undeveloped net acres) in the ER236 licence, offshore in the Durban Basin. Eni’s equity and operatorship were transferred to Sasol following a decision by Eni South Africa BV not to enter the Third Exploration Period. A decision is pending from the Petroleum Agency of South Africa (PASA) on Sasol’s application to enter the Third Exploration Period.

Activities

Exploration

No exploration activities were conducted during FY24 in the ER236 licence due to the currently ongoing Judicial Review of the ER236 Environmental Authorization (EA) granted by Department of Forestry, Fisheries and the Environment (DFFE).

Capitalised exploratory well costs

At 30 June 2024 there were no exploratory well costs capitalised in South Africa.

Tabular natural oil and gas information

Developed and undeveloped acreage

The table below provides total gross and net developed and undeveloped acreage, in thousands, for our natural oil and gas assets by geographic area at 30 June 2024.


Natural oil and gas
acreage concentrations	****		****	South	****
at 30 June 2024^(1)^		Mozambique^(2)^		Africa		Total
Developed acreage
Gross		473,7		—		473,7
Net		344,7		—		344,7
Undeveloped acreage
Gross		150,2		13 758,1		15 908,3
Net		913,0		13 758,1		14 671,1
(1)	The table does not include acreage information (neither net nor gross) pertaining to: licences from which Sasol is in a formal process of withdrawing; licence areas proposed for relinquishment owing to local regulations; or new blocks Sasol is in a process of acquiring. See the map on page M-3 to M-4 for a representation of the affected areas.
---	---
(2)	Certain licences in Mozambique overlap as they relate to specific stratigraphic horizons.
---	---

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 2024.


Number of wells drilled for the
year ended 30 June		Mozambique
2022
Net development wells—productive^(1)^		2,8
As at 30 June 2022
Wells being drilled—gross^(3)^		1,0
Wells being drilled—net^(3)^		1,0
2023
Net exploratory wells—dry^(1)^		0,8
Net exploratory wells—productive^(1)^		0,7
Net development wells—productive^(1)^		3,7
Net stratigraphic test wells—exploratory type^(2)^		1,0
As at 30 June 2023
Wells being drilled—gross(3)		1,0
Wells being drilled—net(3)		0,7
2024
Net exploratory wells—dry(1)		—
Net exploratory wells—productive(1)		—
Net extension wells(4)—productive(1)		—
Net extension wells(4)—dry		—
Net development wells—productive(1)		6,0
Net development wells—dry(1)		—
Net stratigraphic test wells—exploratory type(2)		1,0
Net stratigraphic test wells—development type^(2)^		—
As at 30 June 2024
Wells being drilled—gross^(3)^		2,0
Wells being drilled—net^(3)^		1,7
(1)	A productive well is an exploratory, extension or development well that is not a dry well. A dry well is an exploratory, extension or development well that proves to be incapable of producing either oil or natural gas in sufficient quantities to justify completion.
---	---
(2)	A stratigraphic test well is drilled to obtain information pertaining to a specific geological condition and is customarily drilled without the intent of being completed. Stratigraphic test wells are ‘exploratory type’ if not drilled in a known area or ‘development type’ if drilled in a known area.
---	---
(3)	The number of wells being drilled includes wells that have been drilled but have not yet been mechanically completed to enable production. Wells which are awaiting only surface connection to a production facility are considered to be completed.
---	---
(4)	An extension well is a well drilled to extend the limits of a known reservoir.
---	---

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 and costs charged to expense.


	2024	2023		2022
	(Rand in millions)
Capitalised Exploratory Well Costs
Balance at beginning of year	510,5	50,0		59,8	****
Additions for the year	50,1	460,5	****	(9,8)
Costs incurred^(1)^	50,1	460,5		—
Asset retirement obligation adjustments	—	—		(9,8)
Charged to expense for the year	(54,1)	—		—
Balance at end of year	506,5	510,5	****	50,0	****

Table of Contents


Capitalised Exploratory Well costs
Ageing at 30 June 2024	****	Mozambique	****
		(Rand in millions)
less than 1 year		55,6
1 to 2 years		450,9
Number of projects		1	^(2)^
(1)	Including actualisation of exploratory well cost written off in the previous years and excluding impact of Asset retirement obligation adjustments.
---	---
(2)	Project activities for the PT5-C licence are described above, under Mozambique—Exploration.
---	---

Oil and gas production facilities and productive wells

We operate production facilities in Mozambique.

The table below provides the production capacity at 30 June 2024.


Plant Description	****	Location	****	Design Capacity
Central Processing Facility		Pande-Temane PPA, Mozambique		491 MMscf/day gas
Initial Gas Facility		Pande-Temane PSA, Mozambique		80 MMscf/day gas

The table below provides the number of productive gas wells at 30 June 2024. A productive well is a producing well or a well that is mechanically capable of production.


Number of productive	****		****	****
wells 30 June 2024		Mozambique	****
Productive gas wells
Gross		27,0
Net		19,5

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^(2)^
		(Rand per unit)
2022
Average sales prices
Natural gas, per thousand standard cubic feet		36,8
Natural liquids, per barrel		932,0
Average production cost^(1)^
Natural gas, per thousand standard cubic feet		10,2
2023
Average sales prices
Natural gas, per thousand standard cubic feet		56,6
Natural liquids, per barrel		970,7
Average production cost^(1)^
Natural gas, per thousand standard cubic feet		9,5
2024
Average sales prices
Natural gas, per thousand standard cubic feet		53,0
Natural liquids, per barrel		947,2
Average production cost^(1)^
Natural gas, per thousand standard cubic feet		10,1
(1)	Average production costs per unit of production are calculated according to the primary sales product. Cost excludes, capital, depreciation, exploration and rehabilitation costs.
---	---
(2)	Production and corresponding sales commenced by the PSA after Beneficial Operation of the Initial Gas Facility on 7 May 2024. The Mozambique average sales and production cost is calculated on a weighted average volume and cost basis.
---	---

Transportation capacity

The table below provides details of the transportation capacity and location available to our Gas segment.


	****		****	Design
Plant description		Location		capacity^(1)^
Gauteng transmission network		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 transmission pipeline		South Africa		23 bscf/a
(1)	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.
---	---

Fuels—Plants and facilities

Our facilities in South Africa

Our main manufacturing facilities are located at Secunda. Additionally, the Natref refinery, which, is approximately 2 km^2^ is based in Sasolburg.

Our interests in facilities in Qatar

ORYX GTL is a gas-to-liquids plant which is approximately 1.4 km^2^, located at Ras Laffan Industrial City, situated along the northeast coast of Qatar.

The following table provides details of the production capacity and location of the main jointly held plants where our Fuels segment 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)
(1)	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.
---	---

Table of Contents Secunda Operations

Synthetic oil

Refer to “Item 4.D—Property, plants and equipment—Energy Business—Mining” 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 79 km^2^ with operating plants accounting for 8 km^2^. This forms the base for the main manufacturing facilities for our Energy and African Chemicals Businesses.

The following table sets forth a summary of the synthetic oil equivalent average sales price and related production costs for the year shown.


	****	2024	****	2023	****	2022
Average sales price per barrel (rand per unit)		1 587,98		1 599,23		1 363,68
Average production cost per barrel (rand per unit)		1 070,21		1 050,50		948,36
Production (millions of barrels)		32,5		32,5		32,6

Supplemental oil and gas information

Supplemental oil and gas information: See “Item 18—Financial Statements—Supplemental Oil and Gas Information” for supplemental information relating to synthetic oil producing activities.

Chemicals – Plants and facilities

Our facilities in South Africa

Our main manufacturing facilities are located in Secunda and Sasolburg. Within the Secunda property, a portion of the explosives assets are owned and operated by Enaex in association with Sasol since 1 July 2020. The size of the Sasolburg property is approximately 51 km^2^.

Our facilities in the United States

Our operation in Lake Charles, Louisiana is our single biggest site in the US with a full size of approximately 6 km^2^. Within the Lake Charles site, the

ethylene cracker on the west side, the linear low-density polyethylene and the low-density polyethylene plants are owned and operated by our 50% owned LIP JV.

Further operation sites in the United States are located in Winnie and Greens Bayou in Texas, and Tucson, Arizona.

Refer to “Item 3.D—Risk factors” and “Item 5.B—Liquidity and capital resources” for further detail on the Lake Charles facilities.

Our facilities in Eurasia

Our German operations are based at two locations, namely Brunsbüttel (site size approximately 1,2 million m^2^; plant size 500 000 m^2^) and Marl (site size approximately 160 000 m^2^; plant size 75 000 m^2^)

The operations in Italy are based at three locations. The primary facilities are at Augusta (site size approximately 1,36 million m^2^; plant size 510 000 m^2^) on the island of Sicily and Terranova (site size approximately 330 000 m^2^; plant size 160 000 m^2^) with a smaller site at Sarroch on the island of Sardinia.

The operations in China are based at two locations in Nanjing (Fangshui site size approximately 90 000 m^2^; plant size 4 000 m^2^; Zhaoqiaohe site size approximately 143 000 m^2^; plant size 3 600 m^2^).

Smaller operations can be found at the site Novaky in Slovakia.

The following table summarises the main production nameplate capacities of the chemicals segment globally. Due to the integrated nature of these facilities, a portion of these products are used in further downstream facilities. 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.

Table of Contents Production capacity at 30 June 2024


Product Groups capacity^(1)^			C2-3 Olefins^(2)^	C5-8 Alpha Olefins	Polyolefins ^(3)^	LAB ^(4)^ and Paraffin ^(5)^	C1-5 Alcohols, Ketones and Acrylates	C6+ Alcohols ^(6)^	Surfactants	EO and Derivatives ^(7)^	Wax	Other	Others Description
Geographic Location		Main Business Divisions^(8)^	BC	BC	BC	ECC	PS	ECC	ECC	ECC, BC, PS	PS	All	All
			(ktpa)
Americas			1,200	100	500	300		300	300	300		100
	Lake Charles		X	X	X	X		X	X	X		X	Inorganics^(9)^
	Winnie/ Greens Bayou											X	Aromatics ^(10)^
	Tucson											X	Inorganics
Eurasia						300		400	700	300		100
	Germany	Marl						X	X	X		X	Aromatics
		Brunsbüttel						X				X	Inorganics
	Italy	Augusta				X		X
		Sarroch				X
		Terranova							X
	Slovakia	Novakv							X
	China	Nanjing							X
Africa			1,600	400	1,200		1,000	100			300	900	^(11)^
	Secunda		X	X	X		X	X				X	Ammonia, Carbon
	Sasolburg		X		X		X				X	X	Ammonia, Aromatics
	Durban										X
(1)	Within the individual product groupings, capacities are consolidated. Capacities are rounded to the nearest 100kt. “X” indicates that the location produces the specific product grouping.
---	---
(2)	Ethylene and Propylene: Predominately used for internal production of derivatives. In the Americas, this represents our historic ethylene cracker plus Sasol’s 50% of our LIP JV cracker.
---	---
(3)	Polyethylene, Polypropylene and PVC. In the US, this represents Sasol’s 50% share in the LIP JV.
---	---
(4)	LAB in Eurasia partly used to produce Surfactants internally.
---	---
(5)	Paraffins mainly consumed for LAB production.
---	---
(6)	C6+ Alcohols partly used for production of Surfactants.
---	---
(7)	EO and derivatives such as Butyl Glycol Ether (BGE), MEG and Amines. Ethylene Oxide predominantly used to produce Surfactants.
---	---
(8)	Business divisions include Performance Solutions (PS), Essential Care Chemicals (ECC), Advanced Materials (AM) and Base Chemicals (BC).
---	---
(9)	Inorganics in Europe and the US mainly as a co-product from the Alcohol-Ziegler process, part of our AM business division.
---	---
(10)	Aromatics: Further processing of Secunda value chain products in Sasolburg and the US: Phenol, cresylics and derivatives. Total global integrated Aromatics capacity is 100kt.
---	---
(11)	Predominantly Ammonia.
---	---

ITEM 4A. UNRESOLVED STAFF COMMENTS

There are no unresolved written comments from the SEC staff regarding our periodic reports under the Exchange Act received not less than 180 days before 30 June 2024, 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 18—Financial Statements” as at 30 June 2024 and 2023, and for the years ended 30 June 2024, 2023 and 2022, 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 Report—Chief Financial Officer’s Report” as contained in Exhibit 99.3.

The discussion on the 2022 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 2023. 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.D—Risk 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. 61

Table of Contents 5.A Operating results

Results of operations


	****		****		****	Change	****		****	Change
	****	2024		2023		2024/2023		2022		2023/2022
		(Rand						(Rand
	****	in millions)				(%)		in millions)		(%)
Turnover	****	275 111		289 696		(5)		272 746		6
Operating costs and expenses	****	(228 760)		(236 901)		(3)		(224 360)		6
Remeasurement items	****	(75 414)		(33 898)		>100		9 903		(>100)
Equity accounted profit, net of tax	****	1 758		2 623		(33)		3 128		(16)
Earnings before interest and tax	****	(27 305)	****	21 520	****	(>100)	****	61 417	****	(65)
Net finance costs	****	(7 201)		(7 006)		3		(5 876)		19
Earnings before tax	****	(34 506)	****	14 514	****	(>100)	****	55 541	****	(74)
Taxation	****	(9 739)		(5 181)		88		(13 869)		(63)
Earnings	****	(44 245)	****	9 333	****	(>100)	****	41 672	****	(78)

Financial review 2024

●	For information regarding our financial position, and an overview of our results refer “Integrated Report—Chief Financial Officer’s Report” as contained in Exhibit 99.3.
●	For information on changes in our financial condition, and overall financial performance refer “Integrated Report— Chief Financial Officer’s Report” as contained in Exhibit 99.3.
---	---

Turnover

Turnover consists of the following categories.


					Change	****		Change
		2024		2023	2024/2023		2022	2023/2022
		(Rand					(Rand
		in millions)			(%)		in millions)	(%)
Sale of products		270 248		285 826	(5)		269 017	6
Services rendered		4 863		3 870	26		3 729	4
Turnover	****	275 111	****	289 696	(5)		272 746	6

The primary factors contributing to the changes in turnover were.


		Change				Change
		2024/2023				2023/2022
	****	(Rand in	****		****	(Rand in	****
	****	millions)		(%)	****	millions)		(%)
Turnover 2023 and 2022		289 696				272 746
Exchange rate effects		15 577		6		46 985		17
Product prices		(31 939)		(11)		(15 090)		(6)
—crude oil		(2 735)		(1)		(3 300)		(1)
—other products		(29 204)		(10)		(11 790)		(4)
Net volume changes		1 778		1		(15 052)		(6)
Other effects		—		-		107		(1)
Turnover		275 111		(5)		289 696		6

Operating costs and expenses

Operating costs and expense consists of the following categories.


					Change				Change
		2024	2023		2024/2023		2022		2023/2022
	****	(Rand		****	(%)	****	(Rand	****	(%)
		in millions)					in millions)		****
Materials, energy and consumables used		(137 957)	(152 297)		(9)		(123 999)		23
Selling and distribution costs		(10 394)	(10 470)		(1)		(8 677)		21
Maintenance expenditure		(15 446)	(15 076)		2		(13 322)		13
Employee-related expenditure		(35 465)	(33 544)		6		(32 455)		3
Depreciation and amortisation		(15 644)	(16 491)		(5)		(14 073)		17
Other expenses and income		(13 854)	(9 023)		54		(31 834)		(72)
Operating costs and expenses	****	(228 760)	(236 901)		(3)		(224 360)		6

Materials, energy and consumables used. Materials*,* energy and consumables used in 2024 amounted to R137 957 million, a decrease of R14 340 million, or 9%, compared with R152 297 million in 2023, which increased by 23% from R123 999 million in 2022. The decrease in these costs between 2024 and 2023 was mainly due to lower feedstock and utility costs offset by the weaker rand relative to the US dollar.

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 2024 amounted to R10 394 million, which represents a decrease of R 76 million, or 1%, compared with R10 470 million in 2023, which increased by R1 793 million, or 21%, compared with R8 677 million in 2022. The variation in these costs was mainly attributable to decreased logistical costs in our South African Chemicals business of R552 million due to global reduced shipping rate, which was offset by the impact of inflation and a weaker exchange rate of R 834 million. Selling and distribution costs represented 4% of sales in 2024, 4% of sales in 2023, and 3% of sales in 2022.

Maintenance expenditure. Maintenance expenditure in 2024 amounted to R15 446 million, which represents an increase of R370 million, or 2%, compared with R15 076 million in 2023, which increased by R1 754 million, or 13%, compared with R13 322 million in 2022. Maintenance expenditure increased in 2024 compared to 2023 mainly due to inflation, and the weaker exchange rate of R962 million. 62

Table of Contents Employee-related expenditure. Employee-related expenditure amounted to R35 465 million, which represents an increase of R1 921 million in 2024, or 6%, compared with R33 544 million in 2023, which increased by R1 089 million, or 3%, from 2022.

This amount includes labour costs of R35 579 million (2023 — R33 655 million and 2022— R32 141 million), a share-based payment charge to the income statement of R986 million, (2023 — R1 033 million and 2022— R1 139 million) and Costs capitalised to projects of R1 100 million (2023 — R1 114 million and 2022— R825 million). This increase in 2024 is mainly due to the effect of the weaker rand against foreign currencies, inflation and salary increases of R2 080 million.

Depreciation and amortisation. Depreciation and amortisation in 2024 amounted to R15 644 million, which represents a decrease of R847 million or 5%, compared with R16 491 million in 2023, which increased by R2 418 million or 17% compared with R14 073 million in 2022. The decrease in depreciation relates mainly to the net impact of impairments in 2023 of R2 217 million relating to the South African integrated value chain impairment and Tetramerization impairment reversal, partly offset by increased capitalisations during the year and weaker exchange rate.

Other expenses and income. Other expenses and income in 2024 amounted to R13 854 million, an increase of R4 831 million, compared to R9 023 million in 2023, which decreased by R22 811 million from R31 834 million in 2022.

This amount includes:

●	Exploration expenditure and feasibility costs of R422 million (2023 — R751 million and 2022 — R366 million);
●	Translation losses of R839 million (2023 — R2 728 million gains and 2022 — R693 million gains);
---	---
●	Insurance costs of R1 190 million (2023— R1 091 million and 2022— R710 million);
---	---
●	Information technology cost of R3 498 million (2023— R3 078 million and 2022— R2 745 million);
---	---
●	Hired labour of R988 million (2023— R856 million and 2022— R694 million);
---	---
●	Audit remuneration of R160 million (2023— R141 million and 2022— R131 million);
---	---
●	Professional fees of R2 076 million (2023— R2 455 million and 2022— R1 916 million);
---	---
●	Gains on derivative instruments (including crude oil instruments, foreign exchange instruments, ethane swaps and other commodity derivatives) of R2 364 million mainly due to the group’s hedging activities and embedded derivatives, (2023— R3 287 million gain and 2022— R18 325 million loss);
---	---
●	Decrease in rehabilitation provisions of R758 million (2023—decrease of R870 million and 2022— increase of R866 million); and
---	---
●	Other operating income in 2024 amounted to R4 025 million, which represents a decrease of R1 156 million, or 22%, compared with R5 181 million in 2023 and a decrease of R3 034 million or 71% in 2022. The decrease was mainly due to lower Uzbek GTL licence fee income received in Chemicals Africa and no tax credit received in Italy in 2024 compared to 2023.
---	---

Share of profits from equity accounted investments


				Change		Change
		2024	2023	2024/2023	2022	2023/2022
		(Rand			(Rand
		in millions)		(%)	in millions)	(%)
Profit before tax		2 701	4 035	(33)	4 809	(16)
Tax		(943)	(1 412)	(33)	(1 681)	(16)
Share of profit of equity accounted investments, net of tax	****	1 758	2 623	(33)	3 128	(16)
Remeasurement items, net of tax	****	(7)	23	—

The share of profits of equity accounted investments (net of tax) amounted to R1 758 million in 2024 as compared to R2 623 million in 2023 and R3 128 million in 2022. The decrease from 2023 to 2024 mainly relates to lower profits from ORYX GTL Limited due to lower plant utilisation rates. 63

Table of Contents For information regarding the Equity accounted profits, refer to “Item 18—Financial Statements—Note 18 Equity accounted investments”.

Finance costs and finance income

For information regarding finance costs incurred and finance income earned, refer to “Item 18—Financial Statements—Note 6 Net finance costs”.

The increase in finance costs in 2024 is mainly due to higher global interest rates.

Tax

The effective tax rate decreased to negative 28% in 2024 compared to 36% in 2023 and 25% in 2022. The low rate in 2022 was mainly a result of exempt income mainly relating to foreign currency translation losses reclassified on the disposal of the Canadian and Wax businesses and the profit on disposal of the ROMPCO pipeline. The high tax rate in 2023 was mainly as a result of non-deductible expenses incurred not deemed to be in the production of taxable income, as well as tax losses for which no deferred tax asset was raised. The effective corporate tax rate is negative 28,2% which more than 100% lower than the South African corporate income tax rate of 27%, mainly due the partial derecognition of deferred tax asset previously recognised on tax losses in the US as it is no longer considered probable that sufficient future taxable income will be available in the foreseeable future to fully utilise these losses

For further information regarding the tax charge, refer to “Item 18—Financial Statements—Note 9 Taxation”.

Non-controlling interests

For information regarding our non-controlling interests, and their share of profit, refer to “Item 18—Financial Statements—Note 20 Interest in significant operating subsidiaries”.

Profits attributable to non-controlling interests in subsidiaries of R26 million in 2024 decreased by R508 million, or 95%, from R534 million in 2023, which was a decrease of R2 182 million or 80% from R2 716 million in 2022.

The decrease in earnings attributable to non-controlling interests in 2024 was largely attributable to decrease in the company net profit as of 30 June 2024.

Financial review 2023

Group results

Profit before interest and tax of R 61 417 million in 2022 decreased (65%) by R39 897 million to a profit before interest and tax of R21 520 million in 2023. Even though the revenue increased by 6% from 2022 to 2023 due to higher rand per barrel oil price recovery and increase in sales price of coal, remeasurement items increased by R43 801 million from R9 903 million in 2022 to R33 898 million (loss) in 2023 which was largely due to impairment costs at Synfuels. The Chemicals Business performance was flat due to weaker global demand and associated reduction in demand of inventory by customers compared to the prior year. In 2023, oil prices averaged at US$87,34/bbl compared to US$92,06/bbl in 2022.

Items which materially impacted earnings before interest and tax

During 2023, earnings were impacted by the following significant items:

●	a net remeasurement items loss of R33 898 million compared to a net remeasurement gain of R9 903 million in the prior year. Included in the remeasurement items is the impairment of R34 634 million relating to Secunda liquid fuels refinery, and an impairment reversal of R3 645 million at the Tetramerization CGU in Chemicals America.

Segment review—results 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 “Item 18—Financial Statements—Segment information” for further detail regarding turnover and EBIT per segment.

Refer also to “Integrated Report— Our distinctive value chains” as contained in Exhibit 99.4. 64

Table of Contents Energy Business

Mining


					Change			Change
		2024		2023	2024/2023		2022	2023/2022
		(Rand in					(Rand in
		millions)			(%)		millions)	(%)
External turnover		3 874		6 386	(39)		6 370	0
Inter-segment turnover		25 002		21 280	17		18 016	18
Total turnover	****	28 876	****	27 666	4		24 386	13
Operating costs and expenses^(1)^		(25 666)		(25 086)	2		(20 930)	20
Earnings before interest and tax	****	3 210	****	2 580	24	****	3 456	(25)
EBIT margin %		11		9			14
(1)	Operating costs and expenses net of other income including remeasurement items and depreciation.
---	---

Results of operations 2024 compared to 2023

Total turnover increased by 4% from R27 666 million to R28 876 million mainly due to the increase in sales price of coal supplied to Secunda Operations, partly offset by lower coal export revenues as a result of lower export coal prices.

Earnings before interest and tax increased by 24% to R3 210 million compared to the prior year. Mining’s results were positively impacted by the aforementioned higher revenue and lower depreciation resulting from the prior year impairment of the Secunda liquid fuels refinery CGU, partially offset by higher external coal purchase prices and inflation on operating costs. Productivity of 983 t/cm/s was 3% higher than the prior year mainly due to the benefits of our ongoing full potential programme partly offset by safety related incidents and other operational challenges experienced during the year.

The external coal purchasing programme to supplement our own production continues to meet Secunda Operations demand and quality requirements, as well as to maintain the coal stockpile at targeted levels.

Results of operations 2023 compared to 2022

Total turnover increased by 13% from R24 386 million to R27 666 million mainly due to the increase in sales price of coal supplied to Secunda Operations. Export sales volumes were 13% lower compared to the prior year due to the impact of ongoing operational challenges at Transnet Freight Rail (TFR) and the diversion of export coal to Secunda Operations. External turnover was favourably impacted by the weaker ZAR/US$ exchange rate. The average US dollar export coal price was 2% lower than the prior year due to the impact of the Russia-Ukraine war.

Earnings before interest and tax decreased by 25% to R2 580 million compared to the prior year. Mining’s results were adversely affected by lower productivity, higher external coal purchases to meet the demand requirements of Secunda Operations, lower export sales volumes and increased costs to drive the improvement of operations. Productivity of 951 t/cm/s was 3% lower than the prior year due to unplanned safety stoppages and operational challenges experienced during the earlier part of the year.

The Secunda Operations coal stockpile increased from approximately 1,8 mt at the end of the prior year, closing at 2,0 mt for the year.

For further analysis of our results refer to an “Integrated Report—Performance overview’’ as contained in Exhibit 99.6.

Gas


	****		****		****	Change	****		****	Change
						2024/				2023/
		2024		2023		2023		2022		2022
		(Rand in						(Rand in
		millions)				(%)		millions)		(%)
External turnover		8 014		7 234		11		7 789		(7)
Inter-segment turnover		4 144		4 754		(13)		4 152		14
Total turnover	****	12 158	****	11 988		1	****	11 941	****	0
Operating costs and expenses^(1)^		(5 455)		(5 556)		(2)		2 681		(>100)
Earnings before interest and tax	****	6 703	****	6 432		4	****	14 622	****	(56)
EBIT margin %		55		54				>122
(1)	Operating costs and expenses net of other income including exploration costs, remeasurement items and depreciation.
---	---

Results of operations 2024 compared to 2023

Total turnover of R12 158 million increased by 1% compared to the prior year mainly due to higher gas sales volumes partially offset by the lower weighted average gas sales price.

Earnings before interest and tax increased to R6 703 million from R6 432 million in the prior year **** mainly due to the reversal of the PSA impairment, aforementioned higher revenues and translation gains partially offset by the increase in rehabilitation provisions. The reversal of the PSA impairment of R1 143 million was mainly due to the asset reaching partial beneficial operation on the Initial Gas Facility (IGF) with production commencing on 7 May 2024, thereby enabling excess gas production to be brought forward compared to what was initially expected.

In Mozambique, the gas operations delivered a strong production performance. Production was 6% higher than the prior year supported by the additional 65

Table of Contents wells brought online, resulting in increased production capacity and the early commencement of production from the PSA IGF on 7 May 2024 following the necessary approval from the government of Mozambique.

Results of operations 2023 compared to 2022

Total turnover of R11 988 million remained flat compared to the prior year mainly due to higher gas prices, offset by lower sales volumes due to asset disposals in the prior year as well as lower natural gas and methane rich gas sales volumes in South Africa, by 3% and 1% respectively, resulting from lower customer demand.

Earnings before interest and tax decreased to R6 432 million from R14 622 million in the prior year. The prior year earnings before interest and tax included remeasurement item gains from the disposal of the Canadian shale gas assets of R4 880 million and partial disposal of our interest in ROMPCO of R3 728 million. Excluding remeasurement items, earnings before interest and tax increased by 14% mainly due to lower operating costs which was partially offset by the impact of lower earnings before interest and tax from assets disposed in the prior year.

In Mozambique, the gas operations delivered a strong production performance. Production was 2% higher than the prior year due to the additional wells brought online, resulting in increased production capacity.

For further analysis of our results refer to “Integrated Report—Performance overview” as contained in Exhibit 99.6.

Fuels


					Change			Change
					2024/			2023/
		2024		2023*	2023		2022	2022
		(Rand in					(Rand in
		millions)			(%)		millions)	(%)
External turnover		116 256		116 235	0		97 996	19
Inter-segment turnover		2 608		2 473	5		1 976	25
Total turnover	****	118 864	****	118 708	0	****	99 972	19
Operating costs and expenses^(1)^		(99 917)		(125 836)	(21)		(72 013)	75
Earnings/(loss) before interest and tax	****	18 947	****	(7 128)	>100	****	27 959	(>100)
EBIT margin %		16		(6)			28
(1)	Operating costs and expenses net of other income including remeasurement items and depreciation.
---	---

Results of operations 2024 compared to 2023

Total turnover of R118 864 million remained in line with the prior year. The benefit of the stronger rand oil price and a positive Natref refining margin was offset by higher coal prices, unfavourable diesel differentials and lower sales volumes.

Earnings before interest and tax was R18 947 million for the year compared to a loss before interest and tax of R7 128 million in the prior year. Excluding remeasurement items, earnings before interest and tax was in line with the prior year.

The 2024 remeasurement items largely relates to an impairment of R7 803 million relating to the Secunda liquid fuels refinery CGU and R637 million relating to the Sasolburg liquid fuels refinery CGU. The liquid fuels component of the Secunda refinery was fully impaired at 30 June 2023. At 30 June 2024, the recoverable amount of the refinery was further negatively impacted after updating feedstock and macroeconomic price assumptions mainly lower Brent crude prices and product differentials-resulting in the full amount of costs capitalised during the period to be impaired. The Sasolburg liquid fuels refinery was further impaired and remains fully impaired, mainly as a result of the forecast decrease in refining margins.

Secunda Operations production volumes of 7,0 mt were 1% higher than the prior year mainly due to a phase maintenance shutdown in 2024 relative to a total shutdown in 2023. Natref delivered an average run rate of 519 m³/h in 2024, 2% higher than the prior year due to improved refinery availability during the year.

ORYX GTL contributed R1 151 million to earnings before interest and tax compared to R2 007 million in the prior year, mainly as a result of extended shutdowns on both trains which required extensive repairs. Dividends declared by ORYX GTL amounted to R1 112 million (Sasol’s share) compared to R1 671 million in the prior year.

Results of operations 2023 compared to 2022

Total turnover increased by 19% from R99 972 million in the prior year to R118 708 million mainly due the higher rand per barrel oil prices and fuel differentials. 66

Table of Contents Loss before interest and tax was R7 128 million for the year, mainly due to the recognition of an impairment of R35 316 million relating to the Secunda liquid fuels refinery CGU while a profit of R27 959 million was recorded in the prior year. Excluding the impairment of the Secunda liquid fuels refinery CGU, a profit before interest and tax of R28 188 million was recorded for 2023. Operating costs increased by 11% largely driven by higher inflation and increased maintenance costs in Secunda to restore reliability of operations partly offset by lower electricity costs in favour of own generation.

Secunda Operations production volumes were 6,9 mt, which is 1% higher than the prior year, despite a planned total shutdown during September 2022, the impact of poor coal quality and plant reliability issues during the first half of the year. The increase in production volumes was driven by management’s interventions to reduce the impact of variability in coal quality, volume protection plans yielding positive results and higher natural gas availability. Coal quality remained a key focus area and management continued to implement measures to mitigate poor coal quality and increase operational reliability. Natref delivered an average run rate of 510 m³/h which was 8% lower than the prior year. Natref’s performance was impacted by the shutdown in July 2022 resulting from crude supply shortages.

ORYX GTL contributed R2 007 million to earnings before interest and tax, which was 33% lower than the prior year, with a utilisation rate of 70% compared to 89% in the prior year. Dividends received from ORYX GTL amounted to R1 671 million (Sasol’s share) compared to R4 622 million in the prior year. The operational performance at ORYX GTL was impacted by various operational challenges, including the delayed start-up of Air Separation Unit 2 and a diesel tank leak in March 2023.

For further analysis of our results refer to “Integrated Report—Performance overview” as contained in Exhibit 99.6.

Chemicals Business

Chemicals Africa


					Change				Change
					2024/				2023/
		2024		2023	2023		2022		2022
		(Rand in			(%)		(Rand in		(%)
		millions)					millions)
External turnover		63 829		67 772	(6)		64 054		6
Inter-segment turnover		3 054		2 814	9		3 221		(13)
Total turnover		66 883	****	70 586	(5)	****	67 275	****	5
Operating costs and expenses^(1)^		(60 593)		(52 917)	15		(43 203)		22
Earnings/(loss) before interest and tax		6 290	****	17 669	(64)	****	24 072	****	(27)
EBIT margin %		9		25			36
(1)	Operating costs and expenses net of other income including remeasurement items and depreciation.
---	---

Results of operations 2024 compared to 2023

Total turnover decreased by 5% from R70 586 million in 2023 to R66 883 million in 2024, mainly due to lower US$/ton sales prices partly offset by a weaker ZAR/US$ exchange rate and slightly higher sales volumes. The average sales basket price (US$/ton) for the financial year was 13% lower compared to the prior year due to lower oil prices and weaker global demand.

Sales volumes were 2% higher than 2023 mainly due to a Secunda Operations phase shutdown in 2024 relative to a total shutdown in 2023.

Operating costs and expenses were 15% higher than in 2023 due to increased feedstock cost, energy costs and inflation as well as remeasurement items. The Chemicals Africa segment remeasurement items include an impairment loss of R5,2 billion related to the Chlor-Alkali and Polyvinyl chloride CGU (R645 million) and Wax CGU (R524 million) being fully impaired and the Polyethylene CGU (R4 110 million) due to lower selling prices and reduced demand. This compares to remeasurement items of R932 million in 2023 of the Wax cash CGU driven by higher future cost to procure gas, lower sales volumes and prices due to an increasingly challenging market environment.

Earnings before interest and tax decreased by R11 379 million from a profit of R17 669 million in 2023 to R6 290 million in 2024, and the EBIT margin decreased from 25% to 9%.

The decrease in the earnings before interest and tax was largely attributable to the increase in operating costs and lower US$/ton sales prices.

The disposal of the sodium cyanide business was not concluded in 2024 due to the prohibition of the 67

Table of Contents transaction by the South African Competition Commission.

Results of operations 2023 compared to 2022

Total turnover increased by 5% from R67 275 million in 2022 to R70 586 million in 2023, mainly driven by a weaker ZAR/US$ exchange rate and slightly higher sales volumes partly offset by lower sales price. The average sales basket price (US$/ton) for the financial year was 10% lower compared to the prior year resulting from lower oil prices, weaker global demand and associated inventory reduction by customers.

Sales volumes were 1% higher than 2022 mainly due to the absence of flooding in Kwa-Zulu Natal (KZN) which resulted in the declaration of force majeure on the export of certain chemical products in the last quarter of financial year 2022 and despite a Secunda planned total East factory shutdown in 2023 compared to only a partial shutdown in 2022. While supply chain challenges eased in the second half of financial year 2023, close collaboration with Transnet continues, and it remains a risk to our business.

Operating costs and expenses were 22% higher than financial year 2022 due to increased feedstock cost, energy cost and inflation as well as remeasurement items. The Chemicals Africa segment recognised an impairment of R0,9 billion of the South African Wax cash generation unit as a result of the higher future cost to procure gas, lower sales volumes and prices due to an increasingly challenging market environment. This compares to remeasurement items of R1,4 billion in 2022 due to the reversal of impairments related to the Chemical Work-Up and Heavy Alcohols cash generating unit largely due to an improved macro assumptions and price outlook.

Earnings before interest and tax decreased by R6 403 million from a profit of R24 072 million in 2022 to R17 669 million in 2023, and the EBIT margin decreased from 36% to 25%.

The decrease in the earnings before interest and tax is largely attributable to the increase in operating costs.

The disposal of the sodium cyanide business was not concluded in 2023 with an appeal process underway following the prohibition of the disposal by the South Africa Competition Commission.

For further analysis of our results refer to “Integrated Report—Performance overview” as contained in Exhibit 99.6.

Chemicals America


					Change			Change
					2024/			2023/
		2024		2023	2023		2022	2022
		(Rand in					(Rand in
		millions)			(%)		millions)	(%)
External turnover		41 424		44 492	(7)		41 496
Inter-segment turnover		381		450	(15)		430	7
Total turnover		41 805	****	44 942	(7)	****	41 926	7
Operating costs and expenses^(1)^		(103 014)		(45 485)	>100		(40 945)	11
Loss/earnings before interest and tax		(61 209)	****	(543)	(>100)	****	981	(>100)
EBIT margin %		(>100)		(1)			2
(1)	Operating costs and expenses net of other income.
---	---

Results of operations 2024 compared to 2023

Total turnover decreased by 7% from R44 942 million to R41 805 driven by lower prices, offset by slightly higher sales volumes and the weaker rand/US$ exchange rate. The average sales basket price (US$/ton) for the financial year was 14% lower compared to the prior year driven by a combination of lower oil, feedstock and energy prices, changes in product mix and continued weak demand.

Sales volumes for the year were 3% higher than the prior year largely due to the fire at the Ziegler alcohol unit in 2023. Sales volumes for Essential Care Chemicals and Advanced Materials therefore increased in 2024 compared to 2023.

Remeasurement items in 2024 of negative R59,7 billion largely related to impairment losses on of the Chemicals America Ethane value chain (Alcohols, Alumina, Ethylene Oxide and Ethylene Glycol) CGU (R58.9 billion) in Lake Charles. This compares to remeasurement items of R3,9 billion in 2023 which included the reversal of the impairment of R3,6 billion of the Tetramerization CGU and the sale of an Ethane pipeline of R0,4 billion in 2023.

Loss before interest and tax (LBIT) of R61 209 million was more than 100% higher (greater loss) compared to the prior period loss before interest and tax of R543 million with both periods impacted by remeasurement items. Excluding remeasurement items, LBIT decreased (lower loss) by 66% compared to the prior period due to improved gross margin due to higher unit margins, stable costs despite inflation and higher sales volumes. 68

Table of Contents Results of operations 2023 compared to 2022

Total turnover increased by 7% from R41 926 million to R44 942 million mainly driven by a weaker ZAR/US$ exchange rate. The average sales basket price (US$/ton) for the financial year was 16% lower compared to the prior year largely due to lower ethylene and polymer prices. Sales volumes for the year were 9% higher than the prior year largely due to the absence of the planned ethylene cracker turnaround in 2022 and improved production performance from the Tetramerization unit in 2023.

Loss before interest and tax of R543 million were 100% lower compared to the prior period earnings before interest and tax of R981 million with both periods impacted by remeasurement items. Excluding remeasurement items, LBIT also decreased by more than 100% compared to the prior period due to lower gross margin driven by lower sales prices and higher cost partially negated by higher sales volumes. Increase in costs were mainly due to increased depreciation after the reversal of the Tetramerization impairment and non-recurring insurance claim proceeds from the 2021 hurricanes.

Remeasurement items for the financial year of R3,9 billion include the reversal of the impairment of R3,6 billion of the Tetramerization CGU and the sale of an Ethane pipeline of R0,4 billion in 2023. This compares to remeasurement items of negative R2,8 billion in 2022 which included a R2,5 billion scrapping following an asset transfer between Sasol and LIP JV as part of the finalisation of the US Base Chemicals divestment at Lake Charles.

For further analysis of our results refer “Integrated Report—Performance overview” as contained in Exhibit 99.6.

Chemicals Eurasia


					Change			Change
					2024/			2023/
		2024		2023	2023		2022	2022
		(Rand in					(Rand in
		millions)			(%)		millions)	(%)
External turnover		41 714		47 577	(12)		55 011	(14)
Inter-segment turnover		487		617	(21)		408	51
Total turnover		42 201	****	48 194	(12)	****	55 419	(13)
Operating costs and expenses^(1)^		(44 589)		(49 383)	(10)		(47 867)	3
Loss/(earnings) before interest and tax		(2 388)	****	(1 189)	(>100)	****	7 552	(>100)
EBIT margin %		(6)		(2)			14
(1)	Operating costs and expenses net of other income including remeasurement items and depreciation
---	---

Results of operations 2024 compared to 2023

Total turnover decreased by 12% from R48 194 million to R42 201 million resulting from lower sales prices despite higher sales volumes for the period. The average sales basket price (US$/ton) for the financial year was 19% lower compared to the prior period reflecting the decrease in feedstock and energy prices in Europe after the record-high levels resulting from the Russia-Ukraine war. Sales volumes increased by 3% compared to the prior period. Operating costs and expenses decreased by 10%, also reflecting a reduction in energy-, feedstock- and other operating costs, despite the absence of other income from government incentives received in the prior year in support of the record high natural gas prices.

Remeasurement items for the financial year included an impairment loss for the Italy ECC CGU (R2 billion) whereas the prior year included an impairment loss for the China ECC CGU (R0,9 billion).

Loss before interest and tax increased from R1 189 million to a loss of R2 388 million, mainly as a result of higher feedstock and energy costs suppressing margins and a negative impact from remeasurement items.

Results of operations 2023 compared to 2022

Total turnover decreased by 13% from R55 419 million to R48 194 million resulting from lower sales volumes despite higher prices for the period. The average sales basket price (US$/ton) for the financial year was 4% higher compared to the prior period reflecting the increase in energy prices and feedstock costs associated with the ongoing Russia/Ukraine war. Sales volumes decreased by 29% compared to the prior period, largely due to reduced wax volumes following the disposal of the European Wax business at the end of February 2022. After normalising for the Wax transaction, sales volumes for 2023 decreased by 19% compared to 2022. The lower sales volumes were due to reduced demand and customer destocking across most of our business divisions while competition increased as supply chain constraints eased post the COVID-19 pandemic.

Earnings before interest and tax decreased from R7 552 million to a loss before interest and tax of R1 189 million, mainly as a result of the abovementioned lower sales volumes, higher feedstock and energy costs supressing margins and a negative impact from remeasurement items. 69

Table of Contents Remeasurement items for the financial year consist largely of a R0,9 billion loss for the full impairment of our plant in China compared to the prior period containing a R2,9 billion gain on reclassification of foreign currency translation reserves associated with the disposal of the Wax business.

For further analysis of our results refer to “Integrated Report— Performance overview” as contained in Exhibit 99.6

Significant accounting policies and estimates

The preparation of our consolidated financial statements and accounting policies requires management to make estimates and assumptions that affect the reported results of our operations with management further required to select 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 18—Financial Statements” are incorporated by reference.

For accounting policies and areas of judgements relating to:

●	Going concern assumption, refer “Item 18—Financial Statements—Note Statement of Compliance”;
●	Valuation of share-based payments, refer “Item 18—Financial Statements—Note 32 Share-based payment reserve”;
---	---
●	Impairments, refer “Item 18—Financial Statements—Note 8 Remeasurement items affecting operating profit”;
---	---
●	Valuation of financial instruments (including derivatives), refer “Item 18—Financial Statements—Note 36 Financial risk management and financial instruments”;
---	---
●	Long-term provisions, refer “Item 18—Financial Statements—Note 29 Long-term provisions”;
---	---
●	Post-retirement benefit obligations, refer “Item 18—Financial Statements—Note 31 Post-retirement benefit obligations”;
---	---
●	Useful economic lives of assets and depreciation of coal mining assets, “Item 18—Financial Statements—Note 16 Property, plant and equipment”;
---	---
●	Recognition of deferred tax assets and utilisation of tax losses, refer “Item 18—Financial Statements—Note 11 Deferred tax and Note 9 Taxation”; and
---	---
●	Determination of whether an arrangement contains a lease, incorporating optional lease periods and determining the incremental borrowing rate in accordance with IFRS 16 Leases, refer “Item 18—Financial Statements—Note 16 Leases”.
---	---

Estimation of natural oil and gas reserves

In accordance with the 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 70

Table of Contents certainty to be economically producible—from a given date forward, from known reservoirs under existing economic conditions, operating methods, and government regulations—prior 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 consequent products to be brought to market. See “Item 4.D—Property, 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 5—Standardised 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 2024 and to “Table 6—Changes in the standardised measure of discounted net cash flows”, on page G-7.

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 11—Quantitative 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$1 billion as at 30 June 2024, 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 have funding from a range of sources and a balanced maturity profile. 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 18—Financial Statements—Note 13 Long-term debt, Note 14 Leases, 71

Table of Contents and Note 15 Short-term debt” which includes an overview of our borrowing facilities and debt arrangements.

For more information regarding the impact of liquidity on our going concern assumption—refer “Item 18—Financial Statements—Note 36 Financial risk management”.

For information regarding the Company’s cash flow requirements refer to the “Integrated Report—Chief Financial Officer’s statement” 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 2024, 2023 and 2022.


	2024		2023		2022
	(Rand in millions)
Net cash retained from operating activities	29 751		35 422		40 250
Net cash used in investing activities	(30 657)	****	(28 234)	****	(15 077)
Net cash (used in) /generated by financing activities	(6 966)	****	1 188	****	(14 953)

Cash flows retained from operating activities include the following significant items.


		2024		2023	2022
		(Rand in millions)
Cash generated by operating activities	****	52 321	****	64 637	56 138
Income tax paid		(10 932)	****	(13 952)	(13 531)
Dividends paid		(7 633)	****	(13 754)	(49)

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 2024 decreased by 19% to R52 321million, largely attributable to an increase in working capital, partially offset by higher cash flow from operations.

For further information regarding our cash flow generation, refer “Integrated Report—Chief Financial Officer’s statement” as contained in Exhibit 99.3.

Investing activities

Net cash used in investing activities increased to R30 657 million in 2024 as compared to R28 234 million in 2023.

Cash flows utilised in investing activities include the following significant items.


		2024		2023		2022
		(Rand in millions)
Additions to non-current assets^(1)^	****	(30 428)	****	(30 247)	****	(23 269)
Proceeds on disposals and scrappings		129	****	799	****	8 484
(1)	Includes additions to property, plant and equipment and other intangible assets.
---	---

For information regarding cash flows from investing activities refer “Integrated Report— Chief Financial Officer’s statement” as contained in Exhibit 99.3.

For information regarding cash flows from additions and disposals, refer “Item 18—Financial Statements—Note 16 Property, plant and equipment” and “Note 8 Remeasurement Items”.

For details of our additions to non-current assets, and the projects to which these relate, refer to “Item 18—Financial Statements—Note 16 Property, plant and equipment ”.

For details of our capital commitments refer to “Item 18—Financial Statements—Note 16 Property, plant and equipment”.

Financing activities

Net cash used in financing activities was R6 966 million in 2024 as compared to net cash generated by financing activities of R1 188 million in 2023.

The reason for the variance was mainly that debt repaid was more than the debt raised. Loans that were raised include

●	R27 285 million (US$1.5 billion) drawdowns from the previous revolving credit facility (RCF) in March 2024.
●	R2 368 million under the Domestic Medium-Term Note (DMTN) programme
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Table of Contents This was reduced by an outflow as the result of repayments of

●	R5 522 million (US$0,3 billion) on RCF and
●	R28 065 million on the US$1,5 billion bond in March 2024.
---	---

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 Report—Chief Financial Officer’s statement” 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 charge and acquisitions over the past three years have been primarily financed through a combination of funds generated from operations, borrowings and asset disposals. In our opinion, our working capital is sufficient for our present requirements.

Our debt as at 30 June comprises the following.


	****	2024	****	2023	****	2022
		(Rand in millions)
Long-term debt, including current portion		117 031		124 068		104 834
Lease liabilities, including current portion		17 437		16 297		16 034
Short-term debt		566		79		82
Bank overdraft		121		159		173
Total debt		135 155	****	140 603		121 123
Less cash (excluding cash restricted for use)		(42 967)		(51 214)		(40 577)
Net debt		92 188	****	89 389		80 546

As at 30 June 2024, we had R2 416 million (2023— R2 712 million) in cash restricted for use. Refer to “Item 18—Financial Statements—Note 25 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 R151 817 million (2023— R184 004 million; 2022— R164 745 million). Of these facilities and debt instruments, R118 784million (2023— R125 505 million; 2022— R104 454 million) has been utilised at year end.

Long-term debt of R117 031 million decreased by R7 037million compared to 2023. Refer to “Item 18— Financial Statements—Note 13 Long-term debt”, for a breakdown of our banking facilities and the utilisation thereof.

Included in the above-mentioned borrowing facilities is our commercial paper programme of R15 000 million with R10 566 million in available facilities at 30 June 2024 and commercial banking facilities with R8 150 million available facilities. Further, a RCF of R36 148 million with R14 317 available to the group for further funding requirements.

The net debt: EBITDA ratio as at 30 June 2024 computed to 1.5 times, which was significantly below the covenant level.

Financial instruments and risk

Refer to “Item 11—Quantitative and qualitative disclosures about market risk” for a breakdown of our liabilities summarised by fixed and floating interest rates. 73

Table of Contents Debt profile and covenants

The information set forth under “Item 18—Financial Statements—Note 13 Long-term debt” is incorporated by reference.

Capital commitments

Refer “Item 18—Financial Statements—Note 16 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.

The PSA’s FDP was amended and approved by the Government of Mozambique on 29 September 2020. 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. On 19 February 2021, the Board approved the final investment decision (FID) with an estimated project cost of US$760 million. The project execution has been delinked from CTT financial close and execution commenced in quarter three of calendar year 2021. CTT financial close occurred on 8 December 2021. The PSA project’s Initial Gas Facilities (IGF) achieved beneficial operation in November 2023 and the integrated gas, oil and LPG processing facilities (IPF) schedules are tracking to plan with project cost also within approved commitments.

Contractual obligations/commitments.

The following significant undiscounted contractual obligations existed at 30 June 2024


		Total		Within		1 to 5		More than
Contractual obligations		amount		1 year		years		5 years
		(Rand in millions)
Bank overdraft		121		121		—		—
Capital commitments		35 391		24 796		10 595		—
Environmental and other obligations^(2)^		17 218		2 822		2 915		11 481
External long-term debt^(1)^		153 995		7 805		128 226		17 964
External short-term debt		566		566		—		—
Lease liabilities^(1)^		37 729		3 718		9 844		24 167
Post-retirement healthcare obligations^(2)^		4 161		319		1 127		2 715
Post-retirement pension obligations^(2)^		7 919		405		1 313		6 201
Purchase commitments^(3)^		366 933		51 543		113 618		201 772

Total	****	624 033	****	92 095	****	267 638	****	264 300
(1)	Include interest payments.
---	---
(2)	Represents discounted values.
---	---
(3)	The Group enters into off-take agreements as part of its normal operations which have minimum volume requirements (i.e. take or pay contracts). These purchase commitments consist primarily of agreements for procuring raw materials such as coal, gas and electricity. The most significant commitment relates to minimum off-take oxygen supply agreements for Secunda Operations of approximately R211 billion (2023: R219 billion). Additionally, Sasol South Africa Limited (SSA), together with Air Liquide Large Industries South Africa Proprietary Limited (ALLISA), signed six Power Purchase Agreements to date, with contractual terms of 20 years each, for the procurement of more than 600 MW of renewable energy from Independent Power Producers. The joint procurement of renewable energy by SSA and ALLISA is primarily aimed at the decarbonisation of the SO site. Four of the six projects reached financial close during the 2024 financial year. Subject to financial and grid connection approvals, the remaining two projects are expected to reach financial close in the 2025 financial year. Projects are expected to reach commercial operations between 2025 and 2026. SSA has also signed a 20 year long-term power purchase agreement with Msenge Emoyeni Wind Farm Proprietary Limited for the procurement of 69 MW of wind-powered renewable power to our Sasolburg Operations. Furthermore, Sasol is party to long-term gas purchase agreements of approximately R32 billion (2023: R38 billion) which commits Sasol Gas (Pty) Ltd (Sasol Gas) to purchase a minimum quantity of gas until 2034
---	---

Table of Contents Refer to “Item 18—Financial Statements—” Note 16 Property, plant and equipment” for significant capital commitments and “Note 29 Long-term provisions”.

5.C Research and development, patents and licences

Refer to the “Item 4.B—Business overview— Factors which the business depends on — Intellectual Property” for further information research and development, patents and licences.

5.D Trend information

Refer to the “Integrated Report—Chief Financial Officer’s statement” as contained in Exhibit 99.3.

5.E Critical Accounting Estimates

Not Applicable

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
S Baloyi		1976		Executive Director (President and Chief Executive Officer)		1 April 2024
W P Bruns		1981		Executive Director (Chief Financial Officer)		1 September 2024
M J Cuambe		1962		Independent non-executive Director		1 June 2016
T J Cumming		1957		Independent non-executive Director		1 June 2024
M B N Dube		1972		Independent non-executive Director		1 April 2018
D G P Eyton		1961		Independent non-executive Director		1 September 2024
M Flöel		1960		Independent non-executive Director		1 January 2018
F R Grobler^(1)^		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
M E K Nkeli^(6)^		1964		Independent non-executive Director		1 March 2017
HA Rossouw^(5)^		1975		Executive Director (Chief Financial Officer)		1 July 2022
S A Nkosi^(2)^		1954		Independent non-executive Director		1 May 2019
A Schierenbeck^(3)^		1966		Independent non-executive Director		1 January 2023
S Subramoney		1958		Independent non-executive Director		1 March 2021
S Westwell^(4)^		1958		Independent non-executive Director, Lead Independent Director		1 June 2012
^(1)^	Mr Grobler retired on 31 March 2024
---	---
^(2)^	Mr Nkosi resigned on 10 November 2023
---	---
^(3)^	Mr Schierenbeck esigned on 31 October 2023
---	---
^(4)^	Mr Westwell retired on 01 June 2024
---	---
^(5)^	Mr Rossouw resigned on 31 August 2024
---	---
^(6)^	Ms Nkeli resigned on 31 August 2024
---	---

Table of Contents The following is biographical information on each of the persons listed above.

S Baloyi
Nationality:	South African
Qualifications:	MScEng (Chemical),<br><br>MSc (Engineering Management), Management Programme INSEAD Business School
Sasol Limited Board Committee Memberships:	Capital Investment Committee Safety, Social and Ethics Committee

Simon Baloyi was appointed President and Chief Executive Officer of Sasol Limited on 1 April 2024. Prior to his appointment, he was Executive Vice President of Sasol’s Energy Operations and Technology in 2022. He was responsible for Sasol’s entire Energy Operations portfolio which comprised all downstream operations and related infrastructure as well as Technology, Projects and Engineering, Procurement and Sasol EcoFT. This portfolio included Sasol’s operating facilities in Secunda – which are divided into a synthetic fuel and a chemicals component, as well as in Sasolburg and Ekandustria. Natref, Sasol’s joint-venture inland refinery with Total SA, was also in his area of responsibility. Since joining Sasol in 2002, he has held various management positions in maintenance, technical and general management fields in Sasol’s South African Operations. He was the Vice President, Operations, Sasol Synfuels (the operations in Secunda) from 2015 to 2017, whereafter he was appointed as Vice President, Engineering, Centralised Maintenance and Operations. Subsequently he was appointed as the Senior Vice President, Secunda Chemicals Operations and Senior Vice President, Regional Operations and Asset Services prior to being appointed as Executive Vice President.

W P Bruns
Nationality:	South African
Qualifications:	Bachelor of Commerce degree, (CA) SA<br><br>Post graduate diplomas

Before his appointment as executive director and Chief Financial Officer of Sasol Limited on 1 September 2024, Walt Bruns was the Chief Financial Officer of Sasol Southern Africa including Energy and Chemicals. He has been with Sasol for 15 years and has held a variety of senior management positions, including more than three years as Chief Financial Officer of Sasol’s global chemicals business. Prior to Sasol, he worked for Deloitte in South Africa and the United States of America. He has extensive global experience in both the chemicals and energy sectors and is a certified chartered accountant in South Africa. He holds a Bachelor of Commerce degree from the University of Stellenbosch and post graduate diplomas from the University of Cape Town.

M J Cuambe
Nationality:	Mozambican
Qualifications:	BEng<br><br>Post-graduate Certificate in Management Studies
Sasol Limited Board Committee Memberships:	Capital Investment Committee Safety, Social and Ethics Committee Remuneration Committee

Manuel Cuambe is the Managing Director of MC lnvestimentos and Consultoria. He served as the Executive Chairman and Chief Executive Officer of Electricidade de Moçambique (EDM) from November 2005 to March 2012. He 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. He served as the Chairman of the Executive Committee of the Southern Africa Power Pool from November 2005 to April 2008 and is currently an independent non-executive director of Standard Bank Mozambique and serves as the chairman of its Nominations and Remunerations Committee and member of its Audit Committee. In 2023, he was also appointed as chairman of Standard Bank Sociedade Gestora Do Fundo De Pensões, S.A, a subsidiary of Standard Bank S.A (SBM – Mozambique

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T J Cumming
Nationality:	South African
Qualifications:	BSc Engineering (Hons)<br><br>MA (Politics, Philosophy and Economics)
Sasol Limited Board Committee Memberships:	Capital Investment Committee<br><br>Safety, Social and Ethics Committee<br><br>Remuneration Committee

Tim Cumming is the chairman of DRDGOLD Limited, a non-executive director of Sibanye-Stillwater Limited and the chairman of its Remuneration Committee. He is also a non-executive director of Nedgroup Investments Limited and serves as the chairman of Riscura Holdings Limited. He has a wealth of experience in financial services, including periods as an executive at Old Mutual Limited, HSBC Bank plc and Allan Gray Limited. He started his career as an engineer at Anglo American Corporation of South Africa Limited. He worked on several gold and diamond mines in Southern Africa. He is the founder and executive director of Scatterlinks Proprietary Limited, a South African-based company providing leadership development services and strategic advisory services. He holds a BSc Engineering (Hons) degree from the University of Cape Town and an MA (Politics, Philosophy and Economics) degree from Oxford University.

M B N Dube
Nationality:	South African
Qualifications:	BA (Human Sciences)<br><br>BA (Hons) (Politics)<br><br>MSc (Environmental Change and Management)
Sasol Limited Board Committee Memberships:	Safety, Social and Ethics Committee (Chairman)<br><br>Capital Investment Committee<br><br>Nomination and Governance Committee

Muriel Dube holds a MSc in Environmental Change and Management from Oxford University. She 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, worked as Vice President at SFM, a London-based

forestry and carbon business and held various positions at Anglo American. She was an Investment Banker at Investec plc, London, Group Commercial Director at Bidvest Group and the Chief Executive of Nozala Investments. She is a Non-executive Director of Control Risks in London and and other non-public companies: Bravo Brands, PG Group and is also a member of the audit committee of the PG Group and Chairman of the Audit Committee of Control Risks. She previously served as Non-executive Director of Vodacom South Africa, Bidvest Group Limited and Fluormin plc and Enviroserve.

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D G P Eyton
Nationality:	British
Qualifications:	BA Engineering<br><br>MA
Sasol Limited Board Committee Memberships:	Capital Investment Committee<br><br>Safety, Social and Ethics Committee<br><br>Remuneration Committee

David Eyton was appointed as an independent non-executive director of Sasol Limited with effect from 1 September 2024. He held various positions at BP Plc between 1982 and 2022. He has extensive experience in the oil and gas sector, having held various business and functional leadership roles. He provided leadership in BP’s energy transition and managed BP’s digital and operating management systems, corporate venture capital and research and development functions. He has been the chairman and trustee of the John Lyons Foundation since 2016 and serves on the board of the UK Royal Academy of Engineering. David holds a BA Engineering degree from the University of Cambridge. He is a fellow of The Royal Academy of Engineering, the Institute of Materials, Minerals and Mining and the United Kingdom Institute of Directors.

M Flöel
Nationality:	German
Qualifications:	MSc (Chemistry)<br><br>PhD (Chemistry)
Sasol Limited Board Committee Memberships:	Capital Investment Committee (Chairman)<br><br>Remuneration Committee<br><br>Safety, Social and Ethics Committee<br><br>Nomination and Governance Committee

Martina Flöel holds a MSc in Chemistry from the University of Frankfurt and a PhD in Chemistry from the Technische Universität München (University of

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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 is currently a non-executive director of Synthomer Plc and previously served on the Board of Carl Bechem GmbH and NESTE Corporation

F R Grobler
Nationality:	South African
Qualifications:	BEng (Mech)<br><br>Advanced Executive Programme
Sasol Limited Board Committee Memberships:	Capital Investment Committee<br><br>Safety, Social and Ethics Committee

Mr Fleetwood Grobler was appointed President and Chief Executive Officer of Sasol Limited on 1 November 2019 and he retired on 31 March 2024. Prior to his appointment, he was Executive Vice President of Sasol’s Chemicals Business, based in Germany. 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)<br><br>MBA
Sasol Limited Board Committee Memberships:	Audit Committee<br><br>Capital Investment Committee

Kathy Harper is a retired Chief Financial Officer of BDP International, a leading privately-held global logistics and transportation solutions company. She has an MBA and a certificate in cyber security oversight from the National Association of Corporate Directors (NACD). She is the Chairman of Venator Materials PLC and also serves as a non-executive director and audit committee chairman for Modine (NYSE MOD) and for the American Lung Association. She has most recently served as the interim CFO of the Philadelphia Museum of Art. Prior to BDP she was the Chief Financial Officer of 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. She has served as an audit committee chairman for Lydall (NYSE LDL) and 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<br><br>LLB
Sasol Limited Board Committee Memberships:	Capital Investment Committee<br><br>Safety, Social and Ethics Committee

Vuyo Kahla was appointed to the Sasol Group Executive Committee on 1 January 2011 and is Sasol’s Executive Vice President: Commercial and Legal. He also served as the Company Secretary of Sasol Limited between 2011 and 2019, prior to his appointment as a director of Sasol Limited in November 2019. Previously he served on the Group Executive Committee of Transnet SOC Limited and on the Africa Executive Committee of Standard Bank. He also held various roles in the Government of the Republic of South Africa, including Assistant Legal Advisor to President Nelson Mandela and Director responsible for Corporate Strategy and Transformation at the Department of Justice. 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.

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G M B Kennealy
Nationality:	South African
Qualifications:	BCom (Accountancy)<br><br>BCom (Accountancy) (Hons)
Sasol Limited Board Committee Memberships:	Audit Committee (Chairman)<br><br>Capital Investment Committee<br><br>Nomination and Governance Committee

Trix Kennealy qualified as a chartered accountant in 1982 and she 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 chaired the Accounting Standards Board in South Africa from 2012 to 2018. She is the lead independent director of the Standard Bank Group and the chairman of its Audit and Remuneration committees. She also serves on the Board of Standard Bank of South Africa Limited.

N N A Matyumza
Nationality:	South African
Qualifications:	BCom<br><br>BCompt (Hons)<br><br>CA(SA)<br><br>LLB
Sasol Limited Board Committee Memberships:	Audit Committee<br><br>Remuneration Committee
Nomgando Matyumza is an Independent non-executive Director of Standard Bank Group Limited, The Standard Bank of South Africa Limited, Volkswagen South Africa (Pty) Ltd and Clicks Group 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.

M E K Nkeli
Nationality:	South African
Qualifications:	BSc (Environmental Science)<br><br>MBA
Sasol Limited Board Committee Memberships:	Remuneration Committee (Chairman)<br><br>Nomination and Governance Committee<br><br>Safety, Social and Ethics Committee
Mpho 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. She is the executive chairman of Search Partners International and a member of the Board of Impala Platinum Holdings Limited. She also previously chaired the Commission for Employment Equity.
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S A Nkosi
Nationality:	South African
Qualifications:	BCom<br><br>BCom Economics (Hons)<br><br>MBA
Sasol Limited Board Committee Memberships:	Nomination and Governance Committee (Chairman)<br><br>Remuneration Committee
Mr Sipho Nkosi was the Chairman of Sasol Limited prior to his resignation on 10 November 2023. He 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.

H A Rossouw
Nationality:	South African and British
Qualifications:	MBA<br><br>BCom (Hons)<br><br>BEng (Chem Eng)
Sasol Limited Board Committee Memberships:	Capital Investment Committee

Hanre Rossouw joined Sasol in April 2022 and was appointed Chief Financial Officer and executive director of Sasol Limited on 1 July 2022. Prior to his appointment he served as the Chief Financial Officer and executive director of Royal Bafokeng Platinum

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from October 2018 to March 2022 and, prior to that the Chief Financial Officer of Xstrata Alloys. He also held a number of other senior roles at Xstrata plc in London that involved extensive strategy, mergers and acquisitions, business optimisation and capital markets experience. His career started as graduate engineer at Anglo American plc and he later also worked for Accenture and De Beers Group.

A Schierenbeck*
Nationality:	German
Qualifications:	AMP (Applied Mathematics and Physics, MA, Electrical Engineering
Sasol Limited Board Committee Memberships:	Capital Investment Committee<br><br>Safety, Social and Ethics Committee
Mr Andreas Schierenbeck was an independent non-executive director of Sasol Limited until he resigned on 31 October 2023. He obtained a degree in Applied Mathematics and Physics and an MA (Electrical Engineering). Upon his appointment as director of Sasol Limited, he was the founder and a director of HH2E, a green hydrogen company dedicated to producing green hydrogen for the German market. He was the Chief Executive Officer of international energy company Uniper between 2019 and 2021, where he shaped and started executing the company’s decarbonising strategy with the aim of decarbonising by 2035. Prior to joining Uniper, he was the Chief Executive Officer of ThyssenKrupp Elevator.

Stephen Westwell
Nationality:	British
Qualifications:	BSc (Mech Eng)<br><br>MSc (Management)<br><br>MBA
Sasol Limited Board Committee Memberships:	Capital Investment Committee (Chairman)<br><br>Audit Committee<br><br>Nomination and Governance Committee<br><br>Safety, Social and Ethics Committee
Mr Stephen Westwell was the Lead Independent Director of Sasol Limited, and was appointed as interim Chairman of the Board of Sasol Limited on 11 November 2023 until his retirement on 1 June 2024. During his tenure at Sasol, he was also an independent director and member of the audit committee 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.
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S Subramoney
Nationality:	South African
Qualifications:	BCompt (Hons) (Accounting Science)<br><br>CA (SA)
Sasol Limited Board Committee Memberships:	Audit Committee<br><br>Remuneration Committee
Stanley Subramoney has expertise in accounting and auditing and has worked for companies expanding into emerging economies. After qualifying as a Chartered Accountant he was appointed Audit Partner at PricewaterhouseCoopers (PwC) and thereafter, Deputy Chief Executive Officer for PwC Southern Africa and member of the Southern Africa Executive Committee. Throughout his 27 years in the audit profession, he led complex assignments including representing the firm in several African and global organisational structures. These roles provided him with extensive international exposure with global clients. He is currently the Chief Executive Officer of Menston Holdings, a black-owned diversified investment company established in 2015 which focuses on the food and agriculture, construction and technology sectors. He is also an independent non-executive director on Nedbank Group’s Board and is its Audit Committee Chairperson.

Table of Contents Senior management—experience

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
V Bester		1970		Executive Vice President: Operations and Projects		South African		2024
A G M Gerber		1967		Executive Vice President: International Chemicals		German		2024
B V Griffith^[1]^		1967		Executive Vice President: Chemicals Business		American		2019
C H Herrmann		1973		Executive Vice President: Marketing and Sales Energy and Chemicals Southern Africa		German		2024
B P Mabelane^[2]^		1973		Executive Vice President: Energy Business		South African		2020
C K Mokoena		1965		Executive Vice President: Human Resources and Corporate Affairs Stakeholder Relations		South African		2017
S D Pillay		1976		Executive Vice President: Business Building, Strategy and Technology		South African		2024
C F Rademan^[3]^		1957		Executive Vice President: Sasol Mining		South African		2022
H Wenhold		1965		Executive Vice President: Mining, Risk and SHE		South African		2023
<br><br>

^[1]^ Mr Griffith retired on 30 June 2024

^[2]^ Ms Mabelane resigned 31 March 2024

^[3]^ Mr Rademan retired on 31 October 2023

V Bester BScEng (Chemical) and Executive Development Programme

Appointed as Executive Vice President for Operations and Projects on 1 April 2024, Mr Victor Bester is responsible for safe, sustainable and reliable Southern African operations including all operational activity relating to gas operations in Mozambique. He is tasked to oversee cost-effective production plans and asset management. This leadership role is accountable for steering Sasol’s group-wide Projects and Engineering Centre of Excellence to ensure highest standards and assurance.

A G M Gerber Diplom-Kauffrau (MBA), Executive Development Program

Ms Antje Gerber joined Sasol on 15 April 2024 and is currently the Executive Vice President: International Chemicals, responsible for Sasol’s international chemicals business. She is accountable for maintaining safe, reliable and sustainable operations across multiple geographies, driving customer-led growth and product development. Prior to her appointment she was the President for Arxada AG, Basel Switzerland, a global specialty chemical portfolio company owned by Bain Capital and Cinven. Ms Gerber also held various other portfolios in the chemicals industries and is also a member of the supervisory board of ALTANA AG, Germany.

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B V Griffith BSChE, MBA

Mr Brad Griffith is based in Houston, Texas, United States. He was Sasol’s senior leader in North America and is responsible for Sasol’s Chemicals Business globally until his retirement on 30 June 2024. 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 more than 30-year career with the Group he has held various positions and leadership roles in the United States, Europe and South Africa.

C Herrmann Diplom-Kaufmann (MBA )

Mr Christian Herrmann was appointed as Executive Vice President, Marketing and Sales, Southern Africa Energy and Chemicals on 1 April 2024. Previously he was the Senior Vice President, Performance Solutions at Sasol. Prior to Sasol, he was the leader in the major turnaround of one of America’s most iconic companies as Chief Executive Officer of Morton Salt, bringing the strong combination of financial acumen and entrepreneurial approach to improve the value of the company for owners and employees. He developed and implemented a successful business strategy to reignite the Morton Salt business and brand. Christian has a Master of Business Administration from Eberhard Karls University in Tuebingen, Germany, and a Bachelor of Business Administration from Johann Wolfgang Goethe University in Frankfurt, Germany. He is certified through the CFA Institute, USA, with Chartered Financial Analyst Designation (CFA).

B P Mabelane BCom (Hons), CA (SA), PGD Accounting, HDip Tax

Ms Priscillah Mabelane is responsible for upstream and downstream gas activities as well as distribution, marketing and sales of liquid fuels in Southern Africa. She is leading strategy formulation and delivery of the Energy Business. Previously she worked at Eskom, where she held key roles in finance, tax and general management. She also served as the Operations Director for British Petroleum (BP) UK’s retail business. In 2011, she joined BP Southern Africa as its Chief Financial Officer. Six years later, she was appointed as its CEO.

C K Mokoena BA Honours(Human Resources Development B Social Sciences), MCom (Leadership Studies)

Ms Charlotte Mokoena is responsible for the design of global human resources strategies, policies and frameworks at Sasol that enable the organisation to attract, develop and retain key talent. She also focuses on stakeholder relations. 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.

<br><br>
S D Pillay<br><br>BScEng (Chemical), PhD Eng (Chemical)
Dr Sarushen Pillay joined the Group in 2006 and was appointed as Executive Vice President: Business Building, Strategy and Technology on 1 April 2024. During his career he 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 as Manager, Coal and Environmental Technology, acting Vice President, Coal and Environmental Research, Vice President, Technical Solutions/Environmental Sustainability. Prior to his current position, he was appointed as Senior Vice President, Strategy and Sustainability, Energy<br><br>
C F Rademan<br><br>B.Eng (Mech), MBL, LDP
Mr Riaan Rademan joined the Group initially in 1981 and retired in 2017 as an Executive Vice President and Group Executive Committee member accountable for various enterprise functions and businesses in the Group including Sasol Mining. During this period, he was also accountable for the Phoenix restructuring programme – the Group-wide transformation and low oil price response programme. He re-joined Sasol in March 2022 as the Executive Vice President, Sasol Mining until he retired on 31 October 2023.

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H Wenhold B.Eng (Mechanical), MBL

Mr Hermann Wenhold was appointed as the Executive Vice President, Mining, Risk and SHE on 1 November 2023. Prior to his appointment to the Group Executive Committee, he served in various leadership roles within the Sustainability, Safety, Health and Environment portfolios and as Senior Vice President Mining from 2022 to 2023. Mr Wenhold was awarded a Sasol bursary in 1984 and started his engineering career at Sasol in 1988, where he gained in-depth operational knowledge in reliability, cost effectiveness and safety of operations through various roles across Sasol’s South African value chain, including Secunda Synfuels, Natref and Mining. Mr Wenhold was appointed as Managing Director of Sasol Mining from 2007 to 2012, and he was reappointed in this role in 2022 to lead a comprehensive business turnaround and culture transformation programme. Between 2013 and 2022, he led the SHE portfolio for the Sasol Group and was later appointed as Chief Sustainability Officer and Chief Risk Officer, responsible for developing and implementing enterprise functional strategies and managing complexity in SHE, Enterprise Risk Management and Sustainability.

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.

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.A—Directors and senior

management, refer to our Remuneration Report filed as Exhibit 99.2.

6.C Board practices

Refer to “Item 6.A—Directors 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 Report—Governance” as contained in Exhibit 99.7 for details relating to our audit and remuneration committees, as well as the names of committee members; and refer to the “Terms of Reference—Audit 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 18—Financial Statements—Note 4 Employee-related expenditure” is incorporated by reference.

Remuneration of directors and key personnel is contained in the Remuneration Report, contained in Exhibit 99.2.

Our permanent workforce’s geographic location composition at 30 June is presented below.


Region	****	2024	****	2023	****	2022
	****	Number of employees
South Africa		23 543	****	24 475	****	24 210
Europe		2 600	****	2 614	****	2 535
North America		1 285	****	1 327	****	1 271
Other		713	****	657	****	614
Total		28 141	****	29 073		28 630

6.E. Share ownership

Refer to our Remuneration Report filed as Exhibit 99.2 for details of share ownership of executive directors and senior management.

6.F Disclosure of a registrant’s action to recover erroneously awarded compensation

Not applicable 83

Table of Contents ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A Major shareholders

Refer to “Item 18—Financial Statements—Note 12 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 South African Companies Act 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 2024.


		2024				2023				2022
	****	Number of	****	% of	****	Number of	****	% of	****	Number of	****	% of
		shares		securities		shares		securities		shares		securities
GEPF^(1)^		110 136 077		16.98	****	119 904 480		18.72	****	112 967 576		17.77
IDC^(2)^		53 266 887		8.21	****	53 266 887		8.31	****	53 266 887		8.38
(1)	Government Employees Pension Fund (GEPF).
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(2)	Industrial Development Corporation of South Africa Limited (IDC).
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The voting rights of major shareholders do not differ from the voting rights of other shareholders.

As of 31 July 2024, 34 854 512 Sasol ordinary shares, or approximately 5.4 % of our total issued securities, were held in the form of ADRs. As of 31 July 2024, 201 record holders in the US held approximately 20.23 % 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 to 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 2024 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 this financial year, Sasol group of 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 18—Financial Statements—Note 34 Related party transactions” for further details.

7.C Interests of experts and counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

8.A Consolidated statements and other financial information

Refer “Item 18—Financial Statements” for our financial statements, related notes and other financial information.

Dividend policy

The Board approved a change in the dividend policy, moving from CHEPS as a basis to determine dividends to Free Cash Flow. We apply a dividend policy to pay dividends calculated at 30% of Free Cash Flow when net debt (excluding leases) is sustainably below USD 4bn. Free Cash Flow is measured as cash available from operating activities (from the Statement of Cash Flow) less First order capital. This represents cash flow after tax and interest but before Second order capital. The Board will retain the discretion to consider balance sheet flexibility, and prevailing market conditions in declaring dividend distributions.

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 84

Table of Contents dividend cover range in line with our capital allocation framework.

Refer to “Item 10.B—Memorandum and articles of association—3. Rights and privileges of holders of our securities”.

Legal proceedings

For information regarding our legal proceedings refer to “Item 4.B—Business overview—Legal proceedings and other contingencies”.

8.B Significant changes

Refer to “Item 18—Financial Statements—Note 35 Subsequent events”.

ITEM 9. THE OFFER AND LISTING

9.A Offer and listing details

The principal trading market for our shares is the JSE. Our ADSs have been listed on the NYSE since 9 April 2003, each representing one common ordinary share of no par value, under the symbol “SSL”. 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.A—Offer 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 Exchange Act, filed with the SEC 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 memorandum of incorporation (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 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 last time the Company’s MOI was amended was on 02 December 2022 by way of a shareholders’ special resolution at the Company’s annual general meeting, filed on the Form S-8 Registration Statement under the Securities Act 8 of 1933 on March 2023.

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 of directors if and when they develop an actual or prospective material, enduring conflict of interest with the Company or another group company. 85

Table of Contents Directors’ power to vote on remuneration for themselves. 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 or in the instance of directors 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 or in our MOI.

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.

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 B-BBEE credentials. In order to meet such credentials such person must, inter alia, be a South African citizen.

Dividend rights, including any time limit after which dividend entitlement lapses and an indication of the party in whose favour this entitlement operates. 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 of directors, 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 of directors, 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 of directors resolves that the solvency and liquidity test has been passed, the board of directors may declare a dividend but it must be paid within 120 business days, failing which it is necessary again for the board of directors 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.

For further information on our dividend policy, see “Item 8.A—Consolidated 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 directors are elected by our shareholders at the annual general meeting. Broadly speaking a third of the directors retire each year in rotation but are eligible for re-election however, no director’s term of office shall exceed 12 years. 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.

For details regarding shareholders voting rights, see information provided in our Registration Statement. 86

Table of Contents 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.

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 liquidation.

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.

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.

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 of directors or any other person specified in the Company’s MOI, including a shareholder/s holding not less than 10% 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 of directors or the company secretary (in lieu of the board of directors) and a shareholder/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 87

Table of Contents 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.

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

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 restructuring involving the Company or any of its subsidiaries, save perhaps that the requirement that the ownership of Sasol BEE ordinary shares is restricted to certain persons.

8. Disclosure of ownership threshold

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:

●	the directors do not have the power to issue authorised shares (other than capitalisation shares) without the approval of an ordinary resolution or a special resolution being passed by the shareholders, depending on which is required by our MOI.
●	the board of directors does not have the power to amend the authorisation (including increasing or decreasing the
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number) and classification of shares (including determining rights, limitations and preferences) which is permitted under the Companies Act, without the authority of a special resolution; and
●	the permission under the Companies Act to allow rights, privileges or conditions attaching to any class of shares to vary in response to any objectively ascertainable external fact/s, is excluded under our MOI.
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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 FSD of the South African Reserve Bank and regulate transactions involving South African residents, as defined in the Exchange Control Rulings, including natural persons and legal entities.

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 with recourse to South Africa.

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.

Foreign investments. Under current exchange control regulations, we, and our South African subsidiaries, require approval, either by Authorised Dealers or 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 89

Table of Contents African purchasers are not generally subject to review by the FSD when the consideration is in cash, but 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 ADSs. 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 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.

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, which is generally valid for 5 years unless there is a change in circumstances that warrant an update.

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 90

Table of Contents 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.

Taxation of gains on sale or other disposition

South Africa introduced a tax on capital gains effective 1 October 2001, which applies to SA residents and only to nonresidents if the sale is attributable to a permanent establishment in SA of the nonresident 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, 58 of 1962 (the Income Tax 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 Income Tax 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 from 19 July 2017 and subsequent years 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 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.

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 depositary receipt in a company. Accordingly, STT is payable on the transfer of a depositary receipt issued by a company. Generally, the central securities depository that has been accepted as a participant in terms of the Financial Markets Act, 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.

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 (i.e. state/ party to a bilateral double taxation agreement). The administrative compliance obligation must be 91

Table of Contents adhered to prior to the payment of the interest to benefit from the Treaty rate.

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. The administrative compliance obligation must be adhered to prior to the payment of the interest to benefit from the Treaty rate.

Transfer pricing and Base Erosion and Profit Shifting Project

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 are levied should such an adjustment occur.

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:

(a)	a citizen or individual resident of the US for US federal income tax purposes;
(b)	a corporation (or other entity taxable as a corporation for US federal income tax purposes) created or organised in or under the laws of the
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US, any state thereof or the District of Columbia;
(c)	an estate whose income is subject to US federal income taxation regardless of its source; or
---	---
(d)	a trust if a court within the US can exercise primary supervision over the administration of the trust and one or more US persons are authorised to control all substantial decisions of the trust.
---	---

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.

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.E—Taxation—South African taxation—Taxation 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 this regard, recently issued Treasury regulations impose new requirements for foreign taxes to qualify as creditable taxes for US federal income tax purposes, and as a result of these new requirements, you may be able to claim a foreign tax credit for taxes 93

Table of Contents imposed by South Africa only if (i) you are eligible for, and properly elect to claim, the benefits of the Treaty; or (ii) you consistently apply a modified version of these rules under recently issued temporary guidance and comply with specific requirements set forth in such guidance. 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”.

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 its own tax advisor regarding the availability to such US holder of the preferential dividend tax rate in light of its 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 its 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-US 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 2024. 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 94

Table of Contents their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or applicable substitute form. NonUS holders generally will not be subject to US information reporting or backup withholding. However, these holders may be required to provide certification of 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 SEC may be obtained, upon written request, from 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.

10.J Annual Report to Security Holders

Not applicable

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:

●	foreign exchange rates applicable on conversion of foreign currency transactions as well as on conversion of assets and liabilities to rand; and
●	commodity prices, mainly crude oil and chemicals prices;
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Refer to “Item 18—Financial Statements—Note 36 Financial risk management and financial instruments” for a qualitative and quantitative discussion of the group’s exposure to these market risks. The following is a breakdown of our debt arrangements, a summary of fixed versus floating interest rate exposures for operations and a break-down of derivatives. Liabilities reflect principal payments in each year.

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															Fair
Liabilities—notional	2025		2026		2027		2028		2029		Thereafter		Total		value
	(Rand in millions)
Fixed rate (Rand)	—		—		—		—		—		800		800		800
Average interest rate	8,00	%	8,00	%	8,00	%	8,00	%	8,00	%	8,00	%
Variable rate (Rand)	80		912		1 154		1 254		1 368		—		4 768		4 649
Average interest rate	5,40	%	5,83	%	5,80	%	6,53	%	9,90	%	0,00	%
Fixed Rate (US)	73		—		11 824		13 643		31 833		15 462		72 835		68 128
Average interest rate	6,13	%	6,13	%	6,29	%	6,72	%	6,66	%	5,50	%
Variable rate (US)	—		—		—		3 142		36 557		—		39 699		39 746
Average interest rate	6,96	%	6,96	%	6,96	%	6,96	%	6,96	%	0,00	%
Fixed rate (Euro)	45		39		—		—		0		0		84		81
Average interest rate	1,95	%	1,95	%	0,00	%	0,00	%	0,00	%	0,00	%
Variable ratio (Euro)	598,00		—		—		—		—		0,00		598		598
Average interest rate	5,10	%	0,00	%	0,00	%	0,00	%	0,00	%	0,00	%			—
Total	796	****	951	****	12 978	****	18 039	****	69 758	****	16 262	****	118 784	****	114 002

All values are in US Dollars.


	****		****		****		****		****		****		****	Total
		2025		2026		2027		2028		2029		Thereafter		Maturity
		(Rand in millions)
Foreign Currency Derivatives—held for trading*
US$
Foreign exchange zero‑cost collars		302		—		—		—		—		—		302
Forward exchange contracts		705		—		—		—		—		—		705
Euro
Foreign Exchange Contracts		(5)		—		—		—		—		—		(5)
Commodity derivatives—held for trading*
Crude oil
Crude oil put options		279		—		—		—		—		—		279
Ethane Price
Other foreign exchange derivatives		35		52		52		76		76		(3 122)		(2 832)
Other commodity derivatives		(2)		0		0		0		0		0		(2)
*	For more information relating to contract amounts, weighted average strike prices, notional amounts and weighted average pay rate refer to “Item 18—Financial Statements—Note 36 Financial risk management and financial instruments”.
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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 ADRs that represent 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 was appointed as Sasol Limited’s 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 NYSE under the symbol “SSL”. The ADSs are evidenced by 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 96

Table of Contents ADR holders, requires that ADR holders 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$0,05 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 2024

J.P Morgan paid an amount of US$1, 168,066.55 to Sasol on 09 June 2024 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 Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the group’s disclosure controls and procedures (required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the“Exchange Act”)) as of the end of the period covered by this annual report on Form 20F. Based on this evaluation, the Company has concluded that its disclosure controls and procedures were ineffective as of 30 June 2024 due to the existence of certain material weaknesses in its internal control over financial reporting, as described further below.

As described in our annual reports on Form 20-F, the Company previously identified a material weakness in its internal control over financial reporting resulting from a lack of precision in impairment assessments performed on cash-generating units within the Energy and Chemicals Africa segments. Whilst there has been substantial remediation of the prior year material weakness, some aspects in relation to South African integrated value chain impairment process are impacted by the new material weaknesses identified. During our financial reporting process, management has identified material weaknesses arising from: (i) Lack of adequate resources and understanding of the application of ICFR resulting in ineffective design and implementation of internal controls across the South African and Eurasian businesses particularly as it pertains to the level of precision and evidence of review, including the completeness & accuracy of the information relied upon; (ii) Ineffective IT general controls in the Chemicals Eurasia segment; (iii) Inadequate design and implementation of risk assessment processes relating to the methodology for the scoping of entities for internal controls over financial reporting purposes; and (iv) Inadequate execution of controls over recognition of revenue for consignment inventory within Sasol Oil. These weaknesses are described in more detail below.

Notwithstanding these material weaknesses, management has concluded that the consolidated financial statements in this annual report on Form 20F 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 IFRS, as issued by the IASB.

(b)	Management’s annual report on internal control over financial reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a15(f) under the Exchange Act as amended. Under Section 404 of the Sarbanes-Oxley Act, management must 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 by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer, and effected by the Company’s board 97

Table of Contents of directors, management and other personnel, 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 international financial reporting standards. It 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 the 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 effective processes of internal control over financial reporting can provide only reasonable assurance with respect to the reliability of financial reporting and preparation of financial statements for external purposes. Management assessed the effectiveness of the Company’s internal control over financial reporting as of 30 June 2024 using the criteria set forth by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) in “Internal Control—Integrated Framework (2013)”.

Based on its assessment, management has determined that the Company’s internal control over financial reporting is ineffective as of 30 June 2024 due to the existence of the material weaknesses described below.

Newly identified material weaknesses.

In 2024, management identified these material weaknesses, with only the one relating to the inadequate execution of controls over recognition of revenue for consignment inventory within Sasol Oil resulting in a material audit adjustment that was recorded in the Company’s consolidated financial statements for the year ended 30 June 2024. These

newly identified material weaknesses, and our intended remedial measures, are set forth below.

(i)	Lack of adequate resources and understanding of the application of ICFR resulting in ineffective design and implementation of internal controls across the South African and Eurasian businesses particularly as it pertains to the level of precision and evidence of review, including the completenes and accuracy of the information relied upon.

Management identified a material weakness due to a lack of adequate resources and understanding of the application of internal controls over financial reporting that resulted in the ineffective design and implementation of business process and system reliant internal controls across the South African and Eurasian businesses to mitigate material misstatements as result of: (i) the lack of documented, standardized control processes that are sufficiently detailed to ensure information used in the execution of control is accurate and complete and that automated system functionality operates as intended; (ii) the lack of a standardized process requirements and procedures for documenting evidence that controls are being executed to the requisite level of precision; and (iii) the failure to maintain records reflecting such evidence. The impact of this material weakness is pervasive to the company’s internal controls over financial reporting of the South African and European businesses.

(ii)	Ineffective IT general controls in Chemicals Eurasia segment.

Management identified a material weakness related to general information technology controls (GITC) in the Chemicals Eurasia segment, specifically concerning the implementation of controls related to access to enterprise resource planning (ERP) systems, which should be restricted. Although management found no indication of misuse or misfeasance resulting from unauthorized access, it nonetheless concluded that the controls exhibited internal control design deficiencies based on: (i) inadequate execution of controls to restrict emergency change access controls ERP systems; (ii) lack of a adequate controls to periodically verify customized automatic ERP system reports to detect unauthorized system changes; and (iii) the failure to retain documentation necessary to validate the completeness and accuracy of the extracted reports used in GITC control activities.

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(iii)	Inadequate design and implementation of risk assessment processes relating to the methodology for the scoping of entities for internal controls over financial reporting purposes.

Management identified a material weakness with respect to the methodology of scoping and evaluation of entities across the group for internal controls over financial reporting purposes. The Company has previously exempted certain accounts from internal controls over financial reporting control measures based on a fixed line-item percentage threshold. To mitigate the risk of inadvertently de-scoping accounts with a reasonable possibility of a risk of material misstatement, management has concluded that the Company’s scoping criteria should be expanded to encompass additional quantitative factors and adopt a more holistic review. Management also concluded that existing documented processes and internal controls over financial reporting risk assessments were not performed in a timely manner and that the Company’s current risk assessment framework and related documentation processes are insufficient.

(iv)	Inadequate execution of controls over recognition of revenue for consignment inventory within Sasol Oil.

Management identified a material weakness with respect to the operation of a control to address the adoption of the consignment stock in Sasol Oil which resulted in the non- elimination of interdivisional sales due to inadequate management oversight which resulted in an overstatement of revenue and materials, energy and consumable to the same extent within Sasol Oil.

**(c)**Attestation report of the registered public accounting firm

Our independent registered public accounting firm, KPMG Inc, who audited the consolidated financial statements included in this Annual Report on Form 20-F, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG Inc’s report appears on page [F-3] of this Annual Report on Form 20-F.

**(d)**Changes in internal control over financial reporting

Remediation Measures

To remediate these deficiencies, management intends to perform remedial actions, including:

●	Planning, designing and implementing an enhanced risk assessment framework and additional management oversight to ensure adequate documented evidence of review and the level of precision applied in our internal control objectives.
●	The plan to augment its risk assessment process would include updated training and guidance on the requirements for evidencing execution of controls as well as increased management oversight and quality assurance over these assessments.
---	---
●	Perform a detailed scoping “lookback” following the release of year end results and use these findings to reassess and update the Company’s standards and guidelines for scoping methodology as appropriate to ensure that the materiality threshold as approved by management for internal control over financial reporting is incorporated in the assessment criteria.
---	---
●	Plan, design and implement a plan to enhance the level of precision at which our internal control over financial reporting operates by:
---	---
o	revising standards and guidelines in relation to how control attributes should be documented, and data should be extracted from systems;
---	---
o	updating work instructions to reflect the procedures management actually performed including the application of level of precision considered,
---	---
o	documenting the steps to be followed to extract system reports and for sample selection methodology.
---	---
●	A re-evaluation of the resources required to embed SOX compliance across the business, which will support the risk assessment and monitoring objectives, and re-define and implement a fit for purpose structure.
---	---

Table of Contents To this end, certain actions have already been undertaken by management including, the implementation of a new internal control over financial reporting system solution with enhanced capability to ensure compliance with SEC control testing and reporting. In addition, as part of the organisational streamlining program, a dedicated SOX structure is being designed and implemented by the newly appointed dedicated Head of SOX.

As we continue to evaluate and work to improve our internal controls over financial reporting, we may take additional measures to address these control deficiencies, or we may modify certain of the remediation measures described above.

Except for the remediation procedures implemented by the Company as described above, there have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13(a) - 15 during the year ended 30 June 2024 that have materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

Item 16.A AUDIT COMMITTEE FINANCIAL EXPERT

Our Nomination and Governance Committee is satisfied that all members of the Audit Committee have the requisite financial expertise to serve as members of the Audit Committee, and our board of directors has determined Ms GMB Kennealy, appointed as the chairman of the Audit Committee with effect from 1 September 2021, to be a financial expert within the meaning of the Sarbanes Oxley Act.

Item 16.B CODE OF ETHICS

The Code of Conduct adopts a behaviour-based approach which reinforces the importance of linking our day-to-day actions to Sasol’s values and culture. The Code of Conduct is further underpinned by policies and guidance notes to enhance its everyday application. The Code of Conduct is intended to apply to every Sasol employee of every Sasol Group company worldwide. It is also intended to apply to every director (executive and non-executive) of those companies, except as otherwise stated in the Code of Conduct. Joint venture companies in which Sasol is a non-controlling co-venturer and associated companies are encouraged to adopt these or similar principles, practices and standards.

The Code of Conduct is available on our website. The website address is: https://www.sasol.com/sustainability/ethics/sasol-code-of-conduct. This website is not incorporated by reference in this annual report.

We operate independent ethics lines through external advisors where reports can be made telephonically, via e-mail or from the website. These confidential and anonymous ethics hotlines provide impartial facilities for all stakeholders to report alleged deviations from ethical behaviour, as well as breaches of our Code of Conduct, Sasol policies or regulatory requirements, 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 Code of Conduct prohibits contributions from Sasol to political parties or government officials since these may be interpreted as an inducement for future beneficial treatment, and 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, KPMG for 2024 and PricewaterhouseCoopers Inc for 2023.


	****		****	Audit ‑	****		****	All	****
		Audit		related		Tax		other
	****	fees	****	fees ^(2)^	****	fees ^(2)^	****	fees ^(2)^	****	Total
		(Rand in millions)
2024(1)	****	145		7,0				3,0		155
2023(1)		139		1,2		1,2		—		141
(1)	In respect of our audit committee approval process, all non-audit and audit fees paid to to PricewaterhouseCoopers Inc. in 2023 and KPMG Inc. in 2024 have been pre-approved by the audit committee.
---	---
(2)	The Audit Committee approved non-audit services of 4 % (2023: 2%) in relation to statutory audit fee.
---	---

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.

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Table of Contents Audit-related fees consist of the review of documents filed with regulatory authorities, 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 R2 million 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 Controlling and Governance. All non audit services exceeding R2 million are pre-approved by the Chief Financial Officer. The audit committee is notified twice a year of services approved within this threshold.

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 2023

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


	****		****				****		****
								Total		Maximum
								number of		number of
								shares		shares
		Total		Average		Shares		purchased		that may
		number of		price		cancelled		as part of		yet be
		ordinary		paid		under the share		publicly		purchased
		shares		per		repurchase		announced	****	under the
Period	****	repurchased	****	share	****	scheme	****	programmes	****	programmes
For the year ended 30 June 2024
2023-07-01 to 2024-06-30		—		—		—		—		—
		—				—		—

Item 16.F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

On 20 March 2023, KPMG Inc (KPMG) was appointed by the Sasol Limited’s board of directors as the Company’s independent principal accountants for the financial year ending June 30, 2024 after a formal tender process to appoint a new independent registered public accounting firm in accordance with Company’s auditor rotation policy . The appointment of KPMG was approved by shareholders at the Company’s annual general meeting on 19 January 2024 as recommended by the board of directors. The change of auditors was made pursuant to prevailing corporate governance practice.

PricewaterhouseCoopers Inc. (“PwC”) resigned as independent principal accountants of the Company on conclusion of its responsibilities relating to the June 30, 2023 financial year audit, which was concluded during September 2023.

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Table of Contents The reports of PwC on the Company’s consolidated financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of the Company’s financial statements for each of the two fiscal years ended June 30, 2022 and 2023, there were

(i)

no disagreements with PwC, as that term is used in Item 16F(a)(1)(iv) of Form 20-F over any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the matter in their report and

(ii)

there were no “reportable events” as defined in Item 16F(a)(1)(v) of Form 20-F except for the material weakness in the Company’s internal control over financial reporting with respect to the level of precision applied to the impairment assessments performed on all cash generating units across the South African integrated value chain within the Energy and Chemicals Africa segments as disclosed in the Company’s prior filings on Form 20-F with the SEC.

---

Sasol has provided PwC with a copy of the foregoing disclosure and has requested PwC to provide it with a letter addressed to the SEC stating whether or not PwC agrees with the above statements. A copy of such letter, exhibit 15.3 in which PwC state they agree with such disclosure, is filed as an exhibit to this annual report on Form 20-F. See “Item 19: Exhibits to the Form 20-F—Exhibit 15.3. “Letter from Pricewaterhouse Coopers Inc. to the Securities and Exchange Commission regarding a change in registrant’s certifying accountant”

During the two fiscal years ended 30 June 2023 and 2022, neither we nor anyone acting on our behalf consulted with KPMG concerning (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our consolidated financial statements and no written or oral advice was provided by KPMG that was an important

factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as that term is used in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F) or a "reportable event" (as defined in Item 16F(a)(1)(v) of Form 20-F).

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 and a listing of ADSs on the NYSE. 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 2024.

Refer to “Integrated Report—Governance” as contained in Exhibit 99.7, for further details of our corporate governance practices.

Item 16.H MINE SAFETY DISCLOSURE

Not applicable.

Item 16.I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Item 16.J INSIDER TRADING POLICIES

The Company has adopted an Insider Trading Policy (the Policy) that aims to ensure compliance with applicable insider trading laws, rules, regulations and applicable listing requirements. The Policy governs the purchase, sale and other dispositions of Sasol’s securities by directors, senior management and employees.

Refer to “Insider Trading Policy and procedures” as contained in Exhibit 98.1, for further details of our Insider Trading Policy.

Item 16.K CYBERSECURITY

Risk Management and Strategy

Sasol considers cybersecurity as a top risk and has strong governance and assurance management processes in place to provide oversight over the following:

●	Identification and understanding of the risk;

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●	Implementation of preventative and corrective controls;
●	Execution and monitoring of mitigating controls;
---	---
●	Governance, assurance, and reporting of the process’s efficacy; and
---	---
●	Analysis and improvement of the overall process maturity.
---	---

To further support this, our governance uses multiple levels of assurance by segregated parties, starting with the (i) level 1& 2 risk perspective which focuses on assurance activities performed by employees and management within the function, (ii) level 3 performed by independent internal audit function, (iii) level 4 which is done by external independent assurance providers and finally (iv) level 5 which is completed by Group executives and the Board. In addition, several penetration, red-teaming, and simulation exercises are performed annually.

Refer to Item 3D Risks related to information technology on cybersecurity risks

In terms of framework, we align with the NIST CSF framework and have a well-defined Incident response plan that is tested and improved quarterly. We make use of threat intelligence, penetration testing, red-teaming, third party risk management and vulnerability management to reduce our attack surface in addition to several mechanisms for detecting and responding to anomalies. We have a team of in-house and external cybersecurity experts to detect, protect, respond and remediate cyber threats. The CIO and CCSO are responsible for reporting to the Group Executive Committee and the Audit Committee through the IM Executive Committee on the prevention, detection, mitigation and remediation of all threats and cybersecurity incidents.

Sasol has not experienced a cybersecurity incident that had a material impact on our business strategy, operations, or financial reporting in the last financial year. Despite this, we are cognisant of the fact that cyber-attacks are increasing in volume and sophistication and we continuously strive to improve our cyber security posture.

Governance

The Information Management and Digital functions report to the Audit Committee, which is a sub-committee of the Board of Directors of Sasol Limited. The audit committee oversees the main cybersecurity risk for Sasol. A Board member with

relevant IT experience oversees the effectiveness of the cyber security strategy, major projects, security incidents and controls. There is a process through the Sasol Group Executive Committee to inform the Board/Audit Committee members of potential cyber threats, potential incidents and incidents on a quarterly basis.

Leading Cyber Management

The Board member responsible for Information Management is Executive Vice President (EVP) Commercial and Legal, who is supported by the Group’s appropriately experienced Chief Information Officer who has master’s in engineering (MSc Eng) with 25 years’ experience in Information technology leadership and Chief Cyber Security Officer with qualification in computer science and 27 years’ experience in information technology in various disciplines. For a description of the risks from cybersecurity threats that may materially affect our company and how they may do so, see “Item 3. Key information—D. Risk Factors - We may face the risk of data breaches or attempts to disrupt critical information and operational technology services, which may adversely impact our operations and business continuity”.

Item 17. FINANCIAL STATEMENTS

Sasol is furnishing financial statements pursuant to the instructions of Item 18 of Form 20-F.

Item 18. FINANCIAL STATEMENTS

The following consolidated financial statements, together with the auditors’ report of PricewaterhouseCoopers Inc. (PCAOB ID No. 1308) for 2022 and 2023 and KPMG Inc (PCAOB ID No. 1025) for 2024 are filed as part of this annual report on Form 20-F:

Index to Consolidated Financial Statements for the years ended 30 June 2024, 2023 and 2022


Report of the Independent Registered Public Accounting Firm (PwC)	F-1
Report of the Independent Registered Public Accounting Firm (KPMG)	F-2
Consolidated Financial Statements*
Supplemental Oil and Gas Information (Unaudited) **** Prepared according to ASC 932.	G-1
*	Refer to “Item 18—Financial Statements” which have been incorporated by reference.
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Table of Contents Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Sasol Limited

Opinion on the Financial Statements

We have audited the consolidated statement of financial position of Sasol Limited and its subsidiaries (the “Company”) as of 30 June 2023, and the related consolidated income statements, statements of comprehensive income, changes in equity and cash flows for each of the two years in the period ended 30 June 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of 30 June 2023, and the results of its operations and its cash flows for each of the two years in the period ended 30 June 2023 in conformity with IFRS Accounting Standards (Accounting Standards) and Interpretations of those standards, as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements 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 of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits 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. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers Inc.

Johannesburg, Republic of South Africa

1 September 2023, except for the effects of the revision discussed in Note 1.1 to the consolidated financial

statements, as to which the date is 6 September 2024.

We served as the Company's auditor from 2013 to 2023.

F-1

Table of Contents Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Sasol Limited

Opinion on Internal Control Over Financial Reporting

We have audited Sasol Limited’s and subsidiaries’ (the Group) internal control over financial reporting as of 30 June 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses described below, on the achievement of the objectives of the control criteria, the Group has not maintained effective internal control over financial reporting as of 30 June 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Group as of 30 June 2024, the related consolidated income statement, consolidated statements of comprehensive income, changes in equity and cashflows for the year ended 30 June, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated 6 September 2024 expressed an unqualified opinion on those consolidated financial statements.

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 company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses related to the following have been identified and included in management’s assessment:

●	Lack of adequate resources and understanding of the application of ICFR resulting in ineffective design and implementation of internal controls across the South African and Eurasian businesses, particularly as it pertains to the level of precision and evidence of review, including the completeness & accuracy of the information relied upon;
●	Ineffective IT general controls in the Chemicals Eurasia segment;
---	---
●	Inadequate design and implementation of risk assessment processes relating to the methodology for the scoping of entities for ICFR purposes; and
---	---
●	Inadequate execution of controls over recognition of revenue for consignment inventory within Sasol Oil (Pty).
---	---

The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management ’ s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. 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 F-2

Table of Contents and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.

/s/ KPMG Inc.

Johannesburg, Republic of South Africa 6 September 2024

F-3

Table of Contents Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Sasol Limited

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Sasol Limited and subsidiaries (the Group) as of 30 June 2024, the related consolidated income statement, consolidated statements of comprehensive income, changes in equity, and cash flows for the year ended 30 June 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of 30 June 2024, and the results of its operations and its cash flows for the year ended 30 June 2024, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (Accounting Standards).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as of 30 June 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated 6 September 2024 expressed an adverse opinion on the effectiveness of the Group’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit 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 audit 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. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-4

Table of Contents Impairment assessment of non-financial assets related to certain cash generating units

As discussed in Notes 16 and 14 to the consolidated financial statements, the Group’s consolidated property, plant and equipment and right of use assets at 30 June 2024 amount to R 163 589 million and R 12 351 million, respectively, a portion of which related to certain cash generating units (“CGUs”) in some of which management recognised an impairment of R 75 278 million as per Note 8. The Group 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. The recoverable amount of the assets assessed for impairment is determined based on an estimate of the recoverable amount for the cash generating units, using a discounted cash flow model that requires management to estimate the present value of future cash flows, discounted using a suitable discount rate.

We identified the evaluation of the impairment assessment of the Group’s consolidated property, plant and equipment and right of use assets related to certain CGUs as a critical audit matter. Minor changes to certain assumptions would have had a significant effect on the determination of the recoverable amount. There was a high degree of auditor judgment involved in evaluating certain assumptions applied in the discounted cash flow models, specifically:

●	long-term average: USD/ZAR exchange rate, brent crude oil price, Southern African gas purchase price, ethane price, low density polyethylene price and WACC rates used in the assessment of the recoverable amount
●	impact of the proposed Climate Change Bill on the carbon tax cash flow assumptions
---	---
●	impact of implementing the Group’s Emissions Reduction Roadmap (“ERR”) on future production volumes.
---	---

The following are the primary procedures we performed to address this critical audit matter:

●	performed sensitivity analyses over the key assumptions used to determine the recoverable amount to assess the impact of changes in those assumptions on the recoverable amount
●	evaluated the appropriateness of the impact of management’s ERR adjustments on the value-in-use calculations by inspecting the Group’s ERR roadmap and planned capital expenditure projects and by evaluating the nature of the underlying cash flows
---	---
●	assessed the reasonableness of the impact of the estimated carbon tax rate on the impairment assessments by comparing the carbon tax assumptions made by management with the requirements of the latest Climate Change Bill in South Africa
---	---
●	compared the forecasted cash flows used in the recoverable amount analysis against actual past performance and previous forecasts in order to assess the Group’s ability to forecast its cash-flows
---	---
●	we involved valuation professionals with specialized skills and knowledge, who assisted in:
---	---
o	evaluating the Group’s WACC rates by comparing it to an independently developed WACC rate derived from publicly available market data for comparable entities
---	---
o	evaluating the Group’s long-term average: USD/ZAR exchange rate, brent crude oil price, Southern African gas purchase price, and ethane price with publicly available data.
---	---

F-5

Table of Contents Evaluation of the environmental provisions related to certain sites

As discussed in note 29 of the consolidated financial statements, the Group has recorded environmental provisions of R 16 524 million as of 30 June 2024. In accordance with the Group’s published environmental policy and applicable legislation, the provision for environmental 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 recognised is calculated based on currently available facts and applicable legislation.

We identified the evaluation of the environmental provisions related to certain sites as a critical audit matter. Especially challenging, subjective and complex auditor judgement, including specialised skills and knowledge, were required to evaluate the Group’s environmental provision related to these sites, specifically the estimated nature and extent of future rehabilitation requirements, amount and timing of future cashflows and the discount rates applied.

The following are the primary procedures we performed to address this critical audit matter:

●	We involved environmental rehabilitation professionals with specialised skills and knowledge, who assisted us in evaluating the results of the Group’s undiscounted estimated environmental costs detailed in management’s reports. This was performed by:
o	inspecting the related sites to assess the nature and extent of environmental disturbances to evaluate whether management have provided for these environmental disturbances in accordance with approved environmental management plans, applicable legislation, licensing requirements and that management’s provisions are in alignment with current industry practices
---	---
o	evaluating the environmental approvals, license conditions and mining rights and comparing the methodology and key assumptions used to measure the nature and extent of required rehabilitation to industry norms
---	---
o	evaluating the reasonability of a selection of amounts of the required rehabilitation activities by comparing it to recent third-party quotes and relevant supporting evidence as well as industry norms
---	---
o	evaluating the timing of future rehabilitation cash-flows by agreeing it to management’s operational plans and assessing its appropriateness against the current industry practices and regulatory requirements.
---	---
●	We involved valuation professionals with specialised skills and knowledge, who assisted us in evaluating discount rates applied to the discounting of the gross rehabilitation costs, by comparing those rates to independently developed discount rates derived from publicly available market data.
---	---

/s/ KPMG Inc.

We have served as the Company’s auditor since 2024.

Johannesburg, Republic of South Africa 6 September 2024

F-6

Table of Contents SUPPLEMENTAL OIL AND GAS INFORMATION (unaudited)

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 932, “Extractive Industries—Oil and Gas”, and regulations of the SEC, this section provides supplemental oil and gas information separately about our natural oil and gas exploration and production operations, as managed by GSO, which forms part of our Gas segment; and about our coal mining operations and the conversion of coal reserves to synthetic oil, as managed by our Mining segment and Secunda Operations.

NATURAL OIL AND GAS

The supplemental information provided below relates to our natural oil and gas operations, which are managed by GSO.

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 1—COSTS 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	****	Total
Year ended 30 June 2022
Acquisition of proved properties		—		—
Acquisition of unproved properties		—		—
Exploration		77,5		77,5
Development		2 885,1		2 885,1
Total costs incurred		2 962,6		2 962,6
Year ended 30 June 2023
Acquisition of proved properties		—		—
Acquisition of unproved properties		—		—
Exploration		1 455,5		1 455,5
Development		4 186,5		4 186,5
Total costs incurred		5 642,0		5 642,0
Year ended 30 June 2024
Acquisition of proved properties		—		—
Acquisition of unproved properties	****	—		—
Exploration	****	194,2		194,2
Development	****	6 018,0		6 018,0
Total costs incurred	****	6 212,2		6 212,2

G-1

Table of Contents TABLE 2—CAPITALISED 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.


		Natural Oil and Gas (Rand in millions)
	****	Mozambique	****	Total
Year ended 30 June 2022
Proved properties		20 885,2		20 885,2
Producing wells and equipment		10 305,0		10 305,0
Non-producing wells and equipment		10 580,2		10 580,2
Unproved properties		1 171,4		1 171,4
Capitalised costs		22 056,6		22 056,6
Accumulated depreciation		(8 611,3)		(8 611,3)
Net book value		13 445,3		13 445,3
Year ended 30 June 2023
Proved properties		24 635,9		24 635,9
Producing wells and equipment		11 830,3		11 830,3
Non-producing wells and equipment		12 805,6		12 805,6
Unproved properties		2 429,0		2 429,0
Capitalised costs		27 064,9		27 064,9
Accumulated depreciation and valuation allowances		(10 524,1)		(10 524,1)
Net book value		16 540,8		16 540,8
Year ended 30 June 2024
Proved properties	****	31 013,0	****	31 013,0
Producing wells and equipment	****	12 716,4	****	12 716,4
Non-producing wells and equipment	****	18 296,6	****	18 296,6
Unproved properties	****	3 184,5	****	3 184,5
Capitalised costs	****	34 197,5	****	34 197,5
Accumulated depreciation and valuation allowances	****	(9 693,4)	****	(9 693,4)
Net book value	****	24 504,0	****	24 504,0

G-2

Table of Contents TABLE 3—RESULTS 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.


	****	Mozambique	****	Canada^(2)^	****	Total
Year ended 30 June 2022
Sales to unaffiliated parties		448,3		39,7		488,0
Transfers to affiliated parties		3 743,1		—		3 743,1
Total revenues		4 191,4		39,7		4 231,1
Production costs^(4)^		(1 514,1)		(29,5)		(1 543,6)
Foreign currency translation losses		(237,6)		—		(237,6)
Exploration expenses		(400,9)		—		(400,9)
Valuation provision^(3)^		0,2				0,2
Depreciation		(336,8)				(336,8)
Operating profit		1 702,2		10,2		1 712,4
Tax		(526,2)		—		(526,2)
Results of operations		1 176,0		10,2		1 186,2
Year ended 30 June 2023
Sales to unaffiliated parties		1 005,6				1 005,6
Transfers to affiliated parties		5 532,6		—		5 532,6
Total revenues		6 538,2		—		6 538,2
Production costs^(3)^		(270,9)				(270,9)
Foreign currency translation losses		(146,9)		—		(146,9)
Exploration expenses		(1 192,4)		—		(1 192,4)
Farm-out gains		269,8
Valuation provision		(1 600,5)		—		(1 600,5)
Depreciation		(320,0)		—		(320,0)
Operating profit		3 277,3		—		3 277,3
Tax		(1 173,7)		—		(1 173,7)
Results of operations		2 103,6		—		2 103,6
Year ended 30 June 2024
Sales to unaffiliated parties	****	1 018,8			****	1 018,8
Transfers to affiliated parties	****	5 456,0		—	****	5 456,0
Total revenues	****	6 474,8	****	—	****	6 474,8
Production Costs^(3)^	****	(1 812,1)		—	****	(1 812,1)
Foreign currency translation gains	****	306,7		—	****	306,7
Exploration expenses	****	(252,8)		—	****	(252,8)
Valuation provision ^(2)^	****	882,5		—	****	882,5
Depreciation	****	(495,1)		—	****	(495,1)
Operating profit	****	5 104,0	****	—	****	5 104,0
Tax	****	(1 009,2)		—	****	(1 009,2)
Results of operations	****	4 094,8	****	—	****	4 094,8
(1)	The transaction to divest of all our interests in Canada was closed on 29 July 2021.
---	---
(2)	Valuation provision of R882,5 million includes an impairment reversal of R1 143,0 million (US$94,4 million) related to the Pande-Temane PSA asset mainly offset by an impairment of R134,2 million (US$7,6 million) (2023 – R1 600,5 million (US$139,3 million) and 2022 – none) related to the integrated value chain impairment assessment allocation.
---	---
(3)	Production cost includes the asset retirement obligation movement of R583,2 million (2023- R865,5 million) and (2022 – (R378,6 million) for the year.
---	---

G-3

Table of Contents TABLE 4—PROVED RESERVE QUANTITY INFORMATION

The table below summarises the proved developed and proved undeveloped reserves of natural oil and gas, as at 30 June 2024 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 2024, the total proved reserve estimate for natural oil and gas is 108,0 million barrels in oil equivalent terms (6 000 standard cubic feet of natural gas is equivalent to 1 barrel of oil and 1 tonne of LPG is equivalent to 11,6 barrels of oil).


		Crude oil and condensate^(2)^						Natural gas^(2)^					Oil equivalent^(2)^

	****	Mozambique^(1)^	****	****	****	Total	****	Mozambique^(1)^	****	****	Total	****	Mozambique^(1)^	****	****	****	Total
	****	Millions of barrels					****	Billions of cubic feet				****	Equivalent, Millions of barrels
Balance at 30 June 2021	****	0,7				0,7		530,2			530,2		89,1				89,1
Revisions		0,4				0,4		228,2			228,2		38,4				38,4
Sale in place		4,3				4,3		166,5			166,5		32,0				32,0
Production		(0,2)				(0,2)		(111,2)			(111,2)		(18,7)				(18,7)
Balance at 30 June 2022		5,2				5,2		813,7			813,7		140,8				140,8
Revisions	****	—				—		12,1			12,1		2,0				2,0
Extensions/discoveries	****	0,2				0,2		17,5			17,5		3,1				3,1
Production	****	(0,2)				(0,2)		(113,8)			(113,8)		(19,1)				(19,1)
Balance at 30 June 2023	****	5,2				5,2		729,5			729,5		126,8				126,8
Revisions	****	(1,3)				(1,3)		0,4			0,4		(1,3)				(1,3)
Improved recovery	****	—				—		16,7			16,7		2,7				2,7
Production	****	(0,2)				(0,2)		(120,6)			(120,6)		(20,2)				(20,2)
Balance at 30 June 2024	****	3,7				3,7		626,0			626,0		108,0				108,0
Proved developed reserves
At 30 June 2022		0,9				0,9		599,3			599,3		100,8				100,8
At 30 June 2023		0,8				0,8		544,7			544,7		91,6				91,6
At 30 June 2024	****	0,6				0,6		429,9			429,9		72,3				72,3
Proved undeveloped reserves
At 30 June 2022		4,3				4,3		214,4			214,4		40,0				40,0
At 30 June 2023		4,4				4,4		184,8			184,8		35,2				35,2
At 30 June 2024	****	3,1				3,1		196,1			96,1		35,7				35,7
(1)	Natural oil and gas production in Mozambique in 2022 and 2023 originated from the single operational Pande-Temane PPA field and in 2024 from Pande-Temane PPA and Pande-Temane PSA, which comprises more than 15% of our total proved reserves.
---	---
(2)	Volumes presented in this table are after deduction of royalty taken in kind.
---	---

G-4

Table of Contents Preparation of reserve estimates

To ensure GSO’s internal estimates of natural oil and gas reserves are appropriate, are accurately disclosed and are compliant with current SEC regulations and FASB requirements, GSO 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. 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 GSO who is primarily responsible for overseeing the internal preparation of natural oil and gas reserves estimates is the Senior Manager: Corporate Reserves and Technical Assurance. The incumbent holds an MSc in Applied Mathematics with distinction and has 35 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 GSO Senior Vice President under guidance of the GSO Hydrocarbon Resource Committee.

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 gas—Those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs under existing economic conditions, operating methods, and government regulations—prior 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”.

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 reserves—Those 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 reserves—Those 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. G-5

Table of Contents 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 5—STANDARDISED 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	****
Year ended 30 June 2022
Future cash inflows		43 159,0
Future production costs		(9 429,6)
Future development costs		(15 625,7)
Future income taxes		(6 445,5)
Undiscounted future net cash flows		11 658,2
10% annual discount for timing of estimated cash flows		(6 229,3)
Standardised measure of discounted future net cash flows		5 428,9
Year ended 30 June 2023
Future cash inflows		54 454,1
Future production costs		(14 933,5)
Future development costs		(17 474,4)
Future income taxes		(8 091,7)
Undiscounted future net cash flows		13 954,5
10% annual discount for timing of estimated cash flows		(4 873,0)
Standardised measure of discounted future net cash flows		9 081,5
Year ended 30 June 2024
Future cash inflows		43 234,8
Future production costs		(16 060,7)
Future development costs		(11 372,4)
Future income taxes		(4 331,8)
Undiscounted future net cash flows		11 469,9	****
10% annual discount for timing of estimated cash flows		(1 954,0)
Standardised measure of discounted future net cash flows		9 515,9	****

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.

Table of Contents 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 6—CHANGES 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.


		Natural Oil and Gas (Rand in millions)

	****	Mozambique	****	****	****	Total
Present value at 30 June 2021		1 737,4				1 737,4
Net changes for the year		3 691,5				3 691,5
Sales and transfers of oil and gas produced net of production costs		(3 284,5)				(3 284,5)
Development costs incurred		1 750,9				1 750,9
Net change due to current reserves estimates from:
Revisions		4 829,6				4 829,6
Discoveries		8 360,1				8 360,1
Others		—				—
Net changes in prices and costs related to future production		3 456,3				3 456,3
Changes in estimated future development costs		(9 648,8)				(9 648,8)
Accretion of discount		366,5				366,5
Net change in income tax		(2 704,7)				(2 704,7)
Net change due to exchange rate		566,1				566,1
Present value at 30 June 2022		5 428,9				5 428,9
Net changes for the year		3 652,6				3 652,6
Sales and transfers of oil and gas produced net of production costs		(5 608,4)				(5 608,4)
Development costs incurred		6 779,1				6 779,1
Net change due to current reserves estimates from:
Revisions		(386,7)				(386,7)
Discoveries		1 436,0				1 436,0
Others		—				—
Net changes in prices and costs related to future production		4 443,8				4 443,8
Changes in estimated future development costs		(4 361,6)				(4 361,6)
Accretion of discount		1 012,9				1 012,9
Net change in income tax		(1 410,7)				(1 410,7)
Net change due to exchange rate		1 748,2				1 748,2
Present value at 30 June 2023		9 081,5				9 081,5
Net changes for the year	****	434,4	****	****	****	434,4
Sales and transfers of oil and gas produced net of production costs	****	(4 532,0)			****	(4 532,0)
Development costs incurred	****	7 716,3			****	7 716,3
Net change due to current reserves estimates from:	****				****
Revisions	****	(1 513,9)			****	(1 513,9)
Improved recovery		2 168,1				2 168,1
Net changes in prices and costs related to future production	****	(5 503,3)			****	(5 503,3)
Changes in estimated future development costs	****	(1 496,7)			****	(1 496,7)
Accretion of discount	****	1 512,5			****	1 512,5
Net change in income tax	****	2 649,9			****	2 649,9
Net change due to exchange rate	****	(566,5)			****	(566,5)
Present value at 30 June 2024	****	9 515,9	****	****	****	9 515,9

G-7

Table of Contents SYNTHETIC OIL

TABLE 1—COSTS 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 oil—South Africa
		(Rand in millions)
Year ended 30 June	****	2024	****	2023	****	2022
Acquisition of proved properties	****			—		7,3
Exploration		108,7		105,1		91,7
Development		2 286,3		2 341,2		1 897,0
Total costs incurred		2 395,0		2 446,3		1 996,0

TABLE 2—CAPITALISED 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 oil—South Africa
		(Rand in millions)
Year ended 30 June	****	2024	****	2023	****	2022
Proved properties	****	125 915,4		120 267,6		113 255,5
Producing wells and equipment	****	125 265,0		119 617,2		112 605,5
Non-producing wells and equipment	****	650,4		650,4		650,0
Unproved properties	****	144,3^(1)^		15,8		15,8
Capitalised costs	****	126 059,7		120 283,4		113 271,3
Accumulated depreciation, amortisation and valuation allowances	****	(105 894,6)		(97 635,9)		(69 389,2)	^(1)^
Net book value	****	20 165,1		22 647,5		43 882,1
(1)	Increase relates to prior period error of R128 million not included in unproven properties in prior years, this was not quantitatively material and not adjusted in prior years.
---	---

TABLE 3—RESULTS OF OPERATIONS FOR SYNTHETIC OIL ACTIVITIES

The results of operations for synthetic oil activities are summarised in the table below.


		Synthetic oil—South Africa
		(Rand in millions)
Year ended 30 June	****	2024	****	2023	****	2022
Sales to unaffiliated parties	****	—		—		—
Transfers to affiliated parties		71 523,6		72 224,2		61 996,5
Total revenues		71 523,6		72 224,2		61 996,5
Production costs		(34 812,9)		(34 153,3)		(30 958,7)
Foreign currency translation (losses)/gains		(10,4)		(51,4)		(17,7)
Exploration expenses		(42,1)		(28,1)		(21,5)
Depreciation, amortisation and valuation provisions		(12 571,4)		(32 260,1)		(4 638,0)	^(1)^
Operating profit/(loss)		24 086,8		5 731,3		26 360,6
Tax		(5 470,4)		393,1		(6 271,8)
Results of operations		18 616,4		6 124,4		20 088,8
(1)	As result of the integrated value chain impairment assessment, management has applied discretion in changing the allocation methodology for impairments. This resulted in the correction of the 2020 accumulated depreciation, amortisation and valuation allowances from R14,8 billion to R12,6 billion in financial year 2021, which is immaterial.
---	---

G-8

Table of Contents TABLE 4—PROVED 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 2024, the total proved reserve estimate for synthetic oil is 1 043,3 million barrels in oil equivalent terms.


		Synthetic oil—South Africa
		(Millions of barrels)
	****	2024	****	2023	****	2022
Opening balance	****	1 043,2		1 081,2		1 126,4
Revisions		13,98		(5,4)		(12,6)
Extensions/discoveries		—		—		—
Production		(32,5)		(32,5)		(32,6)
Balance at 30 June		1 024,6		1 043,3		1 081,2
Proved developed reserves		1 024,6		1 043,3		1 081,2
Proved undeveloped reserves		—		—		—

TABLE 5—STANDARDISED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED RESERVES


		Synthetic oil—South Africa
		(Rand in millions)
Year ended 30 June	****	2024	****	2023	****	2022
Future cash inflows^(1)^	****	1 558 531,5		1 655 424,1		1 449 554,7
Future production costs	****	(850 819,5)		(879 607,7)		(773 811,3)
Future development costs	****	(253 812,6)		(257 579,0)		(203 400,6)
Future income taxes	****	(122 552,8)		(139 924,1)		(127 532,5)
Undiscounted future net cash flows	****	331 346,6		378 313,3		344 810,3
10% annual discount for timing of estimated cash flows	****	(201 519,0)		(242 023,8)		(210 575,2)
Standardised measure of discounted future net cash flows	****	129 827,6	(1)'	136 289,5		134 235,1
(1)	Increase mainly due to an improved outlook on average sales price per barrel resulting from higher global oil prices and the weakening of the rand against the US dollar.
---	---

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. G-9

Table of Contents TABLE 6—CHANGES IN THE STANDARDISED MEASURE OF DISCOUNTED NET CASH FLOWS


		Synthetic oil—South Africa
		(Rand in millions)
	****	2024	****	2023	****	2022
Present value—opening balance	****	136 289,5		134 235,1		15 998,3
Net changes for the year	****	(6 461,9)		2 054,4		118 236,8
Sales and transfers of oil and gas produced net of production costs	****	(36 710,8)		(38 070,9)		(31 037,8)
Development costs incurred	****	7 238,0		8 944,6		8 485,6
Revisions	****	13 658,7		(23 074,1)		(12 884,4)
Extensions		—		—		—
Net changes in prices and costs related to future production	****	(52 578,4)		(49 261,1)		211 915,7
Changes in estimated future development costs	****	3 225,2		(22 153,9)		(3 671,5)
Accretion of discount	****	12 261,4		12 510,6		1 417,9
Net change in income tax	****	6 925,0		3 867,4		(36 168,8)
Net change due to exchange rate	****	39 519,0		109 291,8		(19 819,9)
Present value at 30 June	****	129 827,6		136 289,5		134 235,1

Standardised measure of discounted future net cash flows

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-10

Table of Contents ITEM 19. EXHIBITS


1.1		Memorandum of incorporation of Sasol Limited**
2.1		The amount of long-term debt securities issued by Sasol Limited and its subsidiaries authorised under any given instrument does not exceed 10% of the total assets of Sasol Limited and its subsidiaries on a consolidated basis. Sasol Limited hereby agrees to furnish to the SEC a copy of any such instrument upon its request.
2.2		Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934
4.1		Long-Term Incentive Plan
4.2		Trust Deed constituting the Sasol Khanyisa Employee Share Ownership Plan*
8.1		List of significant subsidiaries and significant jointly controlled entities
12.1		Certification of Simon Baloyi, President and Chief Executive Officer of Sasol Limited, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2		Certification of Walt Bruns, Chief Financial Officer of Sasol Limited, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1		Certification of Simon Baloyi, President and Chief Executive Officer of Sasol Limited, and Walt Bruns, Chief Financial Officer of Sasol Limited, pursuant to 18 US C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1		Consent of independent registered public accounting firm—PwC
15.2		Consent of independent registered public accounting firm—KPMG
15.3		Letter from Pricewaterhouse Coopers Inc. to the Securities and Exchange Commission regarding a change in registrant’s certifying accountant
96.1		Mining Technical Report*
97.1		Clawback Policy
98.1		Insider Trading
99.1		Sasol Limited Consolidated Annual Financial Statements
99.2		Sasol Limited Remuneration Report
99.3		Integrated Report—Performance Overview—Chief Financial Officer’s review
99.4		Integrated Report—Preserving and maximising value creation – Our integrated value chains
99.5		Integrated Report— Strategic direction
99.6		Integrated Report—Operational performance summary
99.7		Integrated Report—Governance
99.9.1		Sasol Limited Board Charter
99.9.2		Terms of reference—Audit Committee and Remuneration Committee
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Schema Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Schema Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Schema Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Schema Presentation Linkbase
104		Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

* Previously Filed with Company’s Form 20-F on 31^st^ August 2022

** Previously Filed with Company’s Form 20-F on 1^st^ September 2023

H-1

Table of Contents M-1

Table of ContentsM-2

Table of Contents

M-3

Table of Contents SIGNATURE

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/ SIMON BALOYI

Date:	06 September 2024	Simon Baloyi
		President and Chief Executive Officer

		Walt Bruns
		Chief Financial Officer

Exhibit 2.2

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 (THE “EXCHANGE ACT”)

As of 30 June 2024, Sasol Limited (“Sasol”) had the following series of securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
American Depositary Shares	SSL	New York Stock Exchange
Ordinary Shares of no par value	SSL	New York Stock Exchange
4.375% Notes due 2026	SOLJL	New York Stock Exchange
6.500% Notes due 2028	SOLJL	New York Stock Exchange
5.500% Notes due 2031	SOLJL	New York Stock Exchange

Sasol is the issuer of the ordinary shares and the ordinary shares represented by the American Depositary Shares, as described below. The the $750,000,000 6.500% Notes due 2028 (the “2028 Notes”), the $650,000,000 4.375% Notes due 2026 (the “2026 Notes”)and the $850,000,000 5.500% Notes due 2031 (the “2031 Notes”) were issued by Sasol Financing USA LLC (“Sasol USA”), a wholly owned subsidiary of Sasol. Sasol is a guarantor of each of the 2026 Notes, the 2028 Notes, and the 2031 Notes.

Sasol’s ordinary shares (“Sasol ordinary shares”) are described in [—Description of Ordinary Shares—], Sasol’s American Depositary Shares (“ADSs”) are described below under [—Description of American Depositary Shares—] and the debt securities of Sasol Financing International Plc, a wholly owned subsidiary of Sasol (“Sasol Financing”) and Sasol USA are described below under “[—Description of Debt Securities—].

Capitalized terms used but not defined herein have the meanings given to them in Sasol’s Annual Report on Form 20-F for the fiscal year ended 30 June 2024 (the “2024 Form 20-F”). Terms that are defined below retain such definitions solely for purposes of the relevant description of securities.

A.	Description of Ordinary Shares

Refer to Sasol’s 2024 Form 20F, Item 10B.3 (Rights and privileges of holders of our securities).

B.	Description of American Depositary Shares

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Receipts

The ADRs are issued by JPMorgan Chase Bank, N.A. (“JPMorgan”), as depositary. Each ADS represents an ownership interest in a designated number of shares which are deposited with the custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary, holders of ADRs, and all beneficial owners of an interest in the ADSs evidenced by ADRs from time to time.

The depositary’s office is located at 383 Madison Avenue, Floor 11, New York, NY 10179.

Each ADS represents one share. The ADS to share ratio is subject to amendment as provided in the form of ADR (which may give rise to fees contemplated by the form of ADR). In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but which they have not distributed directly to you.

A beneficial owner is any person or entity having a beneficial ownership interest ADSs. A beneficial owner need not be the holder of the ADR evidencing such ADS. If a beneficial owner of ADSs is not an ADR holder, it must rely on the holder of the ADR(s) evidencing such ADSs in order to assert any rights or receive any benefits under the deposit agreement. A beneficial owner shall only be able to exercise any right or receive any benefit under the deposit agreement solely through the holder of the ADR(s) evidencing the ADSs owned by such beneficial owner. The arrangements between a beneficial owner of ADSs and the holder of the corresponding ADRs may affect the beneficial owner’s ability to exercise any rights it may have.

An ADR holder shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the ADSs evidenced by the ADRs registered in such ADR holder’s name for all purposes under the deposit agreement and ADRs. The depositary’s only notification obligations under the deposit agreement and the ADRs is to registered ADR holders. Notice to an ADR holder shall be deemed, for all purposes of the deposit agreement and the ADRs, to constitute notice to any and all beneficial owners of the ADSs evidenced by such ADR holder’s ADRs.

Unless certificated ADRs are specifically requested, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.

You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADR holder or beneficial owner, we will not treat you as a shareholder of ours and you will not have any shareholder rights. The law of the Republic of South Africa governs shareholder rights. Because the depositary or its nominee will be the shareholder of record for the shares represented by all outstanding ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder or of a beneficial owner. Such rights derive from the terms of the deposit agreement entered into among us, the depositary and all holders and beneficial owners from time to time of ADRs issued under the deposit agreement and, in the case of a beneficial owner, from the arrangements between the beneficial owner and the holder of the corresponding ADRs. The obligations of the depositary and its agents are also set out in the deposit agreement. Because the depositary or its nominee will actually be the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf.

The deposit agreement and the ADSs are governed by New York law. Under the deposit agreement, by holding an ADS or an interest therein, ADR holders and beneficial owners each irrevocably agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement, the ADSs, the ADRs or the transactions contemplated thereby, may be instituted in a state or federal court in New York, New York, irrevocably waive any objection which you may have to the laying of venue of any such proceeding, and irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement on Form F-6, which is available on the SEC’s website at http://www.sec.gov.

Share Dividends and Other Distributions

How will I receive dividends and other distributions on the shares underlying my ADSs?

We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after converting any cash received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessary deductions provided for in the deposit agreement. The depositary may utilize a division, branch or affiliate of JPMorgan to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement. Such division, branch and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.

Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:

●	Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered ADR holders, and (iii) deduction of the depositary’s and/or its agents’ expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.
●	Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.
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●	Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights. However, if we do not timely furnish such evidence, the depositary may:
---	---
o	sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or
---	---
o	if it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short duration or otherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing and the rights may lapse.
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●	Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.
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●	Elective Distributions. In the case of a dividend payable at the election of our shareholders in cash or in additional shares, we will notify the depositary at least 30 days prior to the proposed distribution stating
---	---

whether or not we wish such elective distribution to be made available to ADR holders. The depositary shall make such elective distribution available to ADR holders only if (i) we shall have timely requested that the elective distribution is available to ADR holders, (ii) the depositary shall have determined that such distribution is reasonably practicable and (iii) the depositary shall have received satisfactory documentation within the terms of the deposit agreement including any legal opinions of counsel that the depositary in its reasonable discretion may request. If the above conditions are not satisfied, the depositary shall, to the extent permitted by law, distribute to the ADR holders, on the basis of the same determination as is made in the local market in respect of the shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional shares. If the above conditions are satisfied, the depositary shall establish procedures to enable ADR holders to elect the receipt of the proposed dividend in cash or in additional ADSs. There can be no assurance that ADR holders generally, or any ADR holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of shares.

If the depositary determines in its discretion that any distribution described above is not practicable for the purpose of effecting such distribution with respect to any specific registered ADR holder entitled thereto, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.

Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the depositary in accordance with its then current practices.

The depositary is not responsible if it fails to determine that any distribution or action is lawful or reasonably practicable.

There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period. All purchases and sales of securities will be handled by the depositary in accordance with its then current policies, which are currently set forth in the “Depositary Receipt Sale and Purchase of Security” section of https://www.adr.com/Investors/FindOutAboutDRs, the location and contents of which the depositary shall be solely responsible for.

Deposit, Withdrawal and Cancellation

How does the depositary issue ADSs

The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian and pay the fees and expenses owing to the depositary in connection with such issuance.

Shares deposited in the future with the custodian must be accompanied by certain delivery documentation and shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the depositary shall direct.

The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates) for the account and to the order of the depositary, in each case for the benefit of ADR holders. ADR holders and beneficial owners thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are referred to as “deposited securities”.

Deposited securities are not intended to, and shall not, constitute proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in deposited securities is intended to be, and shall at all times during the term of the deposit agreement continue to be, vested in the beneficial owners of the ADSs representing such deposited securities. Notwithstanding anything else contained herein, in the deposit agreement, in the form of ADR and/or in any outstanding ADSs, the depositary, the custodian and their respective nominees are intended to be, and shall at all times during the term of the deposit agreement be, the record holder(s) only of the deposited securities represented by the ADSs for the benefit of the ADR holders. The depositary, on its own behalf and on behalf of the custodian and their respective nominees, disclaims any beneficial ownership interest in the deposited securities held on behalf of the ADR holders.

Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder’s name. An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a certificated ADR be issued.

How do ADR holders cancel an ADS and obtain deposited securities?

When you turn in your ADR certificate at the depositary’s office, or when you provide proper instructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at the custodian’s office. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.

The depositary may only restrict the withdrawal of deposited securities in connection with:

●	temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends;
●	the payment of fees, taxes and similar charges; or
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●	compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.
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This right of withdrawal may not be limited by any other provision of the deposit agreement.

Record Dates

The depositary may, after consultation with us if practicable, fix record dates (which, to the extent applicable, shall be as near as practicable to any corresponding record dates set by us) for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):

●	to receive any distribution on or in respect of deposited securities,
●	to give instructions for the exercise of voting rights at a meeting of holders of shares, or
---	---
●	to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR,
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●	to receive any notice or to act or be obligated in respect of other matters, all subject to the provisions of the deposit agreement.

Voting Rights

How do I vote?

If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the shares which underlie your ADSs. Subject to the next sentence, as soon as practicable after receiving notice from us of any meeting at which the holders of shares are entitled to vote, or of our solicitation of consents or proxies from holders of shares, the depositary shall fix the ADS record date in accordance with the provisions of the deposit agreement, provided that if the depositary receives a written request from us and at least 30 days prior to the date of such vote or meeting, the depositary shall, at our expense, distribute to the registered ADR holders a “voting notice” stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each ADR holder on the record date set by the depositary will, subject to any applicable provisions of South African law, be entitled to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the deposited securities represented by the ADSs evidenced by such ADR holder’s ADRs and (iii) the manner in which such instructions may be given, including instructions for giving a discretionary proxy to a person designated by us. Each ADR holder shall be solely responsible for the forwarding of voting notices to the beneficial owners of ADSs registered in such ADR holder’s name. There is no guarantee that ADR holders and beneficial owners generally or any holder or beneficial owner in particular will receive the notice described above with sufficient time to enable such ADR holder or beneficial owner to return any voting instructions to the depositary in a timely manner.

Following actual receipt by the ADR department responsible for proxies and voting of ADR holders’ instructions (including, without limitation, instructions of any entity or entities acting on behalf of the nominee for DTC), the depositary shall, in the manner and on or before the time established by the Depositary for such purpose, endeavour to vote or cause to be voted the deposited securities represented by the ADSs evidenced by such ADR holders’ ADRs in accordance with such instructions insofar as practicable and permitted under the provisions of or governing deposited securities.

Holders are strongly encouraged to forward their voting instructions to the depositary as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions, notwithstanding that such instructions may have been physically received by the depositary prior to such time. The depositary will not itself exercise any voting discretion in respect of deposited securities. The depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any such vote is cast, including, without limitation, any vote cast by a person to whom the depositary is required to grant a discretionary proxy, or for the effect of any such vote. Notwithstanding anything contained in the deposit agreement or any ADR, the depositary may, to the extent not prohibited by any law, rule or regulation or the rules and/or requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to the registered holders of ADRs a notice that provides such holders with, or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Reports and Other Communications

Will ADR holders be able to view our reports?

The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.

Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof (or English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.

Fees and Expenses

What fees and expenses will I be responsible for paying?

The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADSs are cancelled or reduced for any other reason, $5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to such deposit to pay such charge.

The following additional charges shall also be incurred by the ADR holders, the beneficial owners, by any party depositing or withdrawing shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:

●	a fee of U.S.$0.05 or less per ADS held (i) upon which any cash distribution is made pursuant to the deposit agreement or (ii) in the case of an elective cash/stock dividend, upon which a cash distribution or an issuance of additional ADSs is made as a result of such elective dividend;
●	an aggregate fee of U.S.$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);
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●	a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of ADR holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against ADR holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such ADR holders or by deducting such charge from one or more cash dividends or other cash distributions);
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●	a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the $0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those ADR holders entitled thereto;
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●	stock transfer or other taxes and other governmental charges;
●	SWIFT, cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares, ADRs or deposited securities;
---	---
●	transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities;
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●	in connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. shall deduct out of such foreign currency the fees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion; and
---	---
●	fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement.
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JPMorgan Chase Bank, N.A. and/or its agent may act as principal for such conversion of foreign currency. For further details see https://www.adr.com.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary.

The right of the depositary to receive payment of fees, charges and expenses survives the termination of the deposit agreement, and shall extend for those fees, charges and expenses incurred prior to the effectiveness of any resignation or removal of the depositary.

The fees and charges described above may be amended from time to time by agreement between us and the depositary.

The depositary may make available to us a set amount or a portion of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the depositary may agree from time to time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to ADR holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.

Payment of Taxes

ADR holders or beneficial owners must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If any taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon, such tax or other governmental charge shall be paid by the ADR holder thereof to the depositary and by holding or having held an ADR or any ADSs evidenced thereby, the ADR holder and all beneficial owners thereof, and all prior ADR holders and beneficial owners thereof, jointly and severally, agree to indemnify, defend and save harmless each of the depositary and its agents in respect of such tax or other governmental charge. Each

ADR holder and beneficial owner of the ADSs evidenced thereby, and each prior ADR holder and beneficial owner thereof (collectively, the “Tax Indemnitors”), by holding or having held an ADR or an interest in ADSs, the ADR holder thereof (and prior ADR holder thereof) acknowledges and agrees that the depositary shall have the right to seek payment of amounts owing from any one or more Tax Indemnitor(s) as determined by the depositary in its sole discretion, without any obligation to seek payment from any other Tax Indemnitor(s). If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non- cash distribution, sell the distributed property or securities (by public or private sale) in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes and distribute any remaining net proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto.

As an ADR holder or beneficial owner, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

Reclassifications, Recapitalizations and Mergers

If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities or (ii) any distributions of shares or other property not made to holders of ADRs or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary may choose to, and shall if reasonably requested by us:

●	amend the form of ADR;
●	distribute additional or amended ADRs;
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●	distribute cash, securities or other property it has received in connection with such actions;
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●	sell any securities or property received and distribute the proceeds as cash; or
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●	none of the above.
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If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each ADS will then represent a proportionate interest in such property.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days’ notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or otherwise prejudices any substantial existing right of ADR holders or beneficial owners. Such notice need not describe in detail the specific amendments effectuated thereby, but must identify to ADR holders and beneficial owners a

means to access the text of such amendment. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder and any beneficial owner are deemed to agree to such amendment and to be bound by the deposit agreement as so amended. No amendment, however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable law.

Any amendments or supplements which (i) are reasonably necessary (as agreed by us and the depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) the ADSs or shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by ADR holders, shall be deemed not to prejudice any substantial rights of ADR holders or beneficial owners. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the deposit agreement in such circumstances may become effective before a notice of such amendment or supplement is given to ADR holders or within any other period of time as required for compliance.

Notice of any amendment to the deposit agreement or form of ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the ADR holders identifies a means for ADR holders and beneficial owners to retrieve or receive the text of such amendment (i.e., upon retrieval from the SEC’s, the depositary’s or our website or upon request from the depositary).

How may the deposit agreement be terminated?

The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination to the registered holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered ADR holders unless a successor depositary shall not be operating under the deposit agreement within 60 days of the date of such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the 60th day after our notice of removal was first provided to the depositary.

After the date so fixed for termination, the depositary and its agents will perform no further acts under the deposit agreement or the ADRs, except to receive and hold (or sell) distributions on deposited securities and deliver deposited securities being withdrawn. As soon as practicable after the date so fixed for termination, the depositary shall use its reasonable efforts to sell the deposited securities and shall thereafter (as long as it may lawfully do so) hold in an account (which may be segregated or unsegregated account) the net proceeds of such sales, together with any other cash then held by it under the deposit agreement, without liability for interest, in trust for the pro rata benefit of the holders of ADRs not theretofore surrendered. After making such sale, the depositary shall be discharged from all obligations in respect of the deposit agreement and the ADR, except to account for such net proceeds and other cash.

Limitations on Obligations and Liability to ADR holders

Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs

Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof, and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian may require:

●	payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and (iii) any applicable fees and expenses described in the deposit agreement;
●	the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial or other ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and
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●	compliance with such regulations as the depositary may establish consistent with the deposit agreement.
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The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdraw shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or our transfer books or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.

The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents, provided, however, that no disclaimer of liability under the Securities Act of 1933 is intended by any of the limitations of liabilities provisions of the deposit agreement. The deposit agreement provides that each of us, the depositary and our respective agents will:

●	incur no liability to holders or beneficial owners of ADRs if any present or future law, rule, regulation, fiat, order or decree of the United States, the Republic of South Africa or any other country or jurisdiction, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or circumstance beyond our, the depositary’s or our respective agents’ direct and immediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or our respective agents (including, without limitation, voting);
●	incur no liability to holders or beneficial owners of ADRs by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the deposit agreement it is provided shall or may be done or performed or any exercise or failure to exercise discretion under the deposit agreement or the ADRs including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable;
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●	not incur or assume any liability to holders or beneficial owners of ADRs if it performs its obligations under the deposit agreement and ADRs without gross negligence or wilful misconduct and the depositary shall not be a fiduciary or have any fiduciary duty to holders or beneficial owners of ADRs;
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●	in the case of the depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities, the ADSs or the ADRs;
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●	in the case of us and our agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in our or our agents’
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opinion, as the case may be, may involve it in expense or liability, unless indemnity satisfactory to us or our agent, as the case may be against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be requested;

●	not be liable to holders or beneficial owners of ADRs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any registered holder of ADRs, any other person believed by it to be competent to give such advice or information, or in the case of the depositary only, us; or
●	may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by it to be genuine and to have been signed, presented or given by the proper party or parties.
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Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities, the ADSs or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities, the ADSs or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADRs or otherwise related to the deposit agreement or ADRs to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan.

Notwithstanding anything to the contrary contained in the deposit agreement or any ADRs, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that any registered ADR holder has incurred liability directly as a result of the custodian having (i) committed fraud or wilful misconduct in the provision of custodial services to the depositary or (ii) failed to use reasonable care in the provision of custodial services to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located. The depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection with the ADRs and the deposit agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.

The depositary has no obligation to inform ADR holders or beneficial owners about the requirements of the laws, rules or regulations or any changes therein or thereto of any country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system.

Additionally, none of us, the depositary or the custodian shall be liable for the failure by any registered holder of ADRs or beneficial owner therein to obtain the benefits of credits or refunds of non-U.S. tax paid against such ADR holder’s or beneficial owner’s income tax liability. The depositary is under no obligation to provide the ADR holders and beneficial owners, or any of them, with any information about our tax status. Neither we nor

the depositary shall incur any liability for any tax or tax consequences that may be incurred by registered ADR holders or beneficial owners on account of their ownership or disposition of ADRs or ADSs.

Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any such vote is cast, including, without limitation, any vote cast by a person to whom the depositary is required to grant a discretionary proxy, or for the effect of any such vote. The depositary may rely upon instructions from us or our counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur any liability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity or worth of the deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or for the failure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary.

Neither us, the depositary nor any of its agents shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity (including, without limitation holders or beneficial owners of ADRs and ADSs), whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

No provision of the deposit agreement or the ADRs is intended to constitute a waiver or limitation of any rights which an ADR holder or any beneficial owner may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.

The depositary and its agents may own and deal in any class of securities of our company and our affiliates and in ADRs.

Disclosure of Interest in ADSs

To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of, or interests in, deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you as ADR holders or beneficial owners agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions we may provide in respect thereof.

Books of Depositary

The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include the depositary’s direct registration system. Registered holders of ADRs may inspect such records at the depositary’s office at all reasonable times, but solely for the purpose of communicating with other ADR holders in the interest of the business of our company or a matter relating to the deposit agreement. Such register may be closed at any time or from time to time, when deemed expedient by the depositary or, in the case of the issuance book portion of the ADR Register, when reasonably requested by the Company solely in order to enable the Company to comply with applicable law.

The depositary will maintain facilities for the delivery and receipt of ADRs.

Appointment

In the deposit agreement, each registered holder of ADRs and each beneficial owner, upon acceptance of any ADSs or ADRs (or any interest in any of them) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:

●	be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs,
●	appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof; and
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●	acknowledge and agree that (i) nothing in the deposit agreement or any ADR shall give rise to a partnership or joint venture among the parties thereto, nor establish a fiduciary or similar relationship among such parties, (ii) the depositary, its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public information about us, ADR holders, beneficial owners and/or their respective affiliates, (iii) the depositary and its divisions, branches and affiliates may at any time have multiple banking relationships with us, ADR holders, beneficial owners and/or the affiliates of any of them, (iv) the depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverse to us or ADR holders or beneficial owners may have interests, (v) nothing contained in the deposit agreement or any ADR(s) shall (A) preclude the depositary or any of its divisions, branches or affiliates from engaging in such transactions or establishing or maintaining such relationships, or (B) obligate the depositary or any of its divisions, branches or affiliates to disclose such transactions or relationships or to account for any profit made or payment received in such transactions or relationships, (vi) the depositary shall not be deemed to have knowledge of any information held by any branch, division or affiliate of the depositary and (vii) notice to an ADR holder shall be deemed, for all purposes of the deposit agreement and the ADRs, to constitute notice to any and all beneficial owners of the ADSs evidenced by such ADR holder’s ADRs. For all purposes under the deposit agreement and the ADRs, the ADR holders thereof shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the ADSs evidenced by such ADRs.
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Governing Law

The deposit agreement, the ADSs and the ADRs are governed by and construed in accordance with the internal laws of the State of New York. In the deposit agreement, we have submitted to the non-exclusive jurisdiction of the courts of the State of New York and appointed an agent for service of process on our behalf. Any action based on the deposit agreement, the ADSs, the ADRs or the transactions contemplated therein or thereby may be instituted by the depositary against us in any competent court in the Republic of South Africa and/or the United States.

Under the deposit agreement, by holding an ADR or an interest therein, ADR holders and beneficial owners each irrevocably agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement, the ADSs, the ADRs or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Jury Trial Waiver

In the deposit agreement each party thereto (including, for avoidance of doubt, each holder and beneficial owner and/or holder of interests in ADSs and ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary and/or us directly or indirectly arising out of or relating to the shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other theory), including any claim under the U.S. federal securities laws.

If we or the depositary were to oppose a jury trial demand based on such waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. The waiver to right to a jury trial of the deposit agreement is not intended to be deemed a waiver by any holder or beneficial owner of ADSs of the Company’s or the depositary’s compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.

C.	Description of Debt Securities

The 2026 Notes, the 2028 Notes and the 2031 Notes set forth on the cover page to the 2024 Form 20-F were issued by Sasol USA and guaranteed by Sasol.

Each of these series of notes was issued pursuant to an effective registration statement and a related base prospectus and prospectus supplement setting forth the terms of the relevant series of notes and related guarantees.

The 2026 Notes, the 2028 Notes and the 2031 Notes were issued under the indenture, dated as of 27 September 2018, amongst Sasol USA as issuer, Sasol Limited as guarantor and Citibank, N.A. as trustee, as modified by an agreement of resignation, appointment and acceptance dated as of 5 August 2020 by and among the Sasol USA, Sasol, Citibank, N.A., as resigning trustee and Wilmington Savings Fund Society, FSB, as successor trustee (the “2018 Indenture”).

The following table sets forth the dates of the registration statements, dates of the base prospectuses and date of issuance for each relevant series of notes (the “Notes”).

Title of each class	Registration Statement	Date of Base Prospectus	Date of Issuance

6.500% Notes due 2028	333-227263-01	10 September 2018	27 September 2018
4.375% Notes due 2026 and 5.500% Notes due 2031	333-227263	10 September 2018	18 March 2021

The following description of our Notes is a summary and does not purport to be complete and is qualified in its entirety by the full terms of the relevant Noes. For a complete description of the terms and provisions of the Notes, refer to the 2018 Indenture filed as an exhibit to Sasol’s Registration Form F-3 (333-227263) filed with the SEC on 10 September 2018.

DESCRIPTION OF THE 2028 NOTES

This section describes the specific financial and legal terms of the 6.500% notes due 2028 under the 2018 Indenture. The following description is a summary of material provisions of the notes and the 2018 Indenture and does not purport to be complete. Except where the context clearly refers to Sasol Limited (“Sasol”), references to “we”, “us” and “our” in this section refer to Sasol Financing USA LLC (“Sasol USA”). References to “holder”, “you” and “your” in this section refers to holders of the notes.

General

The notes were issued under the indenture among Sasol USA, Sasol as guarantor and Citibank, N.A. as trustee, as modified by an agreement of resignation, appointment and acceptance dated as of 5 August 2020 by and among the Sasol Financing, Sasol, Citibank, N.A., as resigning trustee and Wilmington Savings Fund Society, FSB, as successor trustee. Book-entry interests in the notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. The indenture is, and the notes and the guarantee will be, governed by the laws of the State of New York.

The 2028 Notes were initially be issued in an aggregate principal amount of $750,000,000 and mature on 27 September 2028. The 2028 Notes bear interest at a rate of 6.500% per annum, payable semi-annually in arrears on 27 March and 27 September of each year, commencing 27 March 2019. The regular record dates for the notes are every March 15 and September 15 of each year.

If any scheduled interest payment date is not a business day, Sasol USA will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, Sasol may pay interest and principal and premium, if any, on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

A “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York City or in the City of London.

The notes are unsecured and unsubordinated indebtedness of Sasol USA and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding. The notes are or will be effectively subordinated to any of Sasol USA’s existing and future secured debt, to the extent of the value of the assets securing such debt.

The trustee’s corporate trust office in New York City is designated as the principal paying agent. Sasol USA may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

Further Issuances

Sasol USA may, without the consent of the holders of the notes, issue additional notes of a series having the same ranking and same interest rate, maturity date, redemption terms and other terms as the notes except for the price to the public and issue date, provided, however, that such additional notes that have the same CUSIP, ISIN, Common Code or other identifying numbers as the notes offered hereunder must be fungible with such notes for US federal income tax purposes. Any such additional notes, together with the notes, will constitute a single series of securities under the 2018 Indenture and are included in the definition of “notes” in this section where the context requires. There is no limitation on the amount of notes or other debt securities that Sasol USA may issue under the 2018 Indenture.

Optional Redemption

Prior to 27 June 2028 (the “2028 Notes Par Call Date”),the notes will be redeemable as a whole or in part, at the option of Sasol USA or Sasol at any time and from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes, assuming for such purpose that the 2028 Notes were called on the 2028 Notes Par Call Date (exclusive of interest accrued and unpaid to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day

months) at the Treasury Rate plus the Make-whole Spread, plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. Further instalments of interest on the notes to be redeemed that are due and payable on the interest payment dates falling on or prior to a redemption date shall be payable on the interest payment date to the registered holders as of the close of business on the relevant regular record date according to the notes and the 2018 Indenture.

On or after the 2028 Notes Par Call Date, the notes will be redeemable in whole (but not in part), at the option of Sasol USA or Sasol at any time, at a redemption price equal to 100% of the principal amount of such series of notes plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the US Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the notes, assuming for such purpose that the 2028 Notes mature on the 2028 Notes Par Call Date.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Sasol USA.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if Sasol USA obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated or their respective affiliates that are primary US government securities dealers and two other primary US government securities dealers in New York City selected by Sasol USA, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary US government securities dealer in New York City, Sasol USA shall substitute therefor another such primary US government securities dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by Sasol USA, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to Sasol USA by such Reference Treasury Dealer at 3:30 p.m. New York City time on the third business day preceding such redemption date.

“Make-whole Spread” means 50 basis points.

Sasol USA will give notice to each holder of notes to be redeemed of any redemption that Sasol USA or Sasol propose to make at least 10 days, but not more than 60 days, before the redemption date or request that the trustee send such notice of redemption to each holder of notes to be redeemed in the name of Sasol USA and at its expense. If fewer than all of the notes are to be redeemed, the notes to be redeemed shall be selected in accordance with DTC procedures.

Unless Sasol USA or Sasol defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.

Optional Tax Redemption

We or the guarantor may redeem each series of guaranteed debt securities at our option in whole but not in part at any time (except in the case of debt securities that have a variable rate of interest, which may be redeemed on any interest payment date), if:

●

we or the guarantor would be required to pay additional amounts, as a result of any change in the tax laws or treaties (including the official application or interpretation thereof) of a Taxing Jurisdiction or, in the case of a treaty, to which a Taxing Jurisdiction is a party that, in the case of any of us, becomes effective on or after the date of issuance of that series (or, in the case of a successor, that becomes effective after the date such successor becomes such, or, in the case of assumption by the guarantor, the date of such assumption), as explained below under “—Payment of Additional Amounts “, or

●

there is a change in the official application or interpretation of a treaty to which a Taxing Jurisdiction is a party, this change is proposed and becomes effective on or after a date on which one of our affiliates borrows money from us, and because of the change this affiliate would be required to deduct or withhold tax on payments to us to enable us to make any payment of principal, premium, if any, or interest.

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In both of these cases, however, we will not be permitted to redeem a series of debt securities if we can avoid either the payment of additional amounts, or deductions or withholding, as the case may be, by using reasonable measures available to us. For the avoidance of doubt, reasonable measures shall not include changing our jurisdiction of incorporation.

Except in the case of outstanding original issue discount debt securities, which may be redeemed at the redemption price specified by the terms of that series of debt securities, the redemption price will be equal to the principal amount plus accrued interest to the date of redemption.

Change of Control Repurchase Event

If a change of control repurchase event occurs in respect of the notes of a series, unless either Sasol USA or Sasol has exercised its right to redeem in whole the then-outstanding notes as described under “—Optional Redemption” or “—Optional Tax Redemption” above, Sasol USA will be required to make an offer to each holder of the notes of a series to repurchase all or any part (in minimal denominations of $200,000 and integral multiples of $1,000 in excess thereof) of that holder’s notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the notes repurchased plus any accrued and unpaid interest on the notes repurchased to, but not including, the date of repurchase. Within 30 days following any change of control repurchase event or, at the Sasol USA’s option, prior to any change of control, but after the public announcement of the proposed change of control, Sasol USA will mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase the notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a change of control repurchase event occurring on or prior to the payment date specified in the notice. Holders of the notes electing to have their notes purchased pursuant to a change of control repurchase event offer will be required to surrender their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed, to the paying agent at the address specified in the notice, or transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the repurchase payment date. Sasol USA will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control repurchase event. To the extent that the provisions of any applicable securities or corporate laws or regulations conflict with the change of control repurchase event provisions of the notes, Sasol USA will comply with the

applicable securities or corporate laws and regulations and will not be deemed to have breached its obligations under the change of control repurchase event provisions of the notes by virtue of such conflict.

On the repurchase date following a change of control repurchase event, Sasol USA will, to the extent lawful:

(1)	accept for payment all notes or portions of the notes properly tendered pursuant to Sasol USA’ offer;
(2)	deposit with the paying agent an amount equal to the aggregate purchase price in respect of all the notes or portions of the notes properly tendered; and
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(3)	deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of notes being purchased by Sasol USA.
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The paying agent will promptly mail to each holder of notes properly tendered the purchase price for the notes (or make payment through the depositary), and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any notes surrendered; provided, however, that each new note will be in a minimum principal amount of $200,000 and integral multiples of $1,000 in excess thereof.

Sasol USA will not be required to make an offer to repurchase the notes issued by it upon a change of control repurchase event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by Sasol USA and such third party purchases all notes properly tendered and not withdrawn under its offer.

For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

“change of control” means the occurrence of any of the following:

(1)	the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, scheme of arrangement, amalgamation or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Sasol and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Sasol or one of its subsidiaries;
(2)	the consummation of any transaction (including, without limitation, any merger, scheme of arrangement, amalgamation or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a subsidiary of Sasol) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of Sasol’s voting stock or other voting stock into which Sasol’s voting stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares;
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(3)	Sasol consolidates with, or merges with or into, or enters into a scheme of arrangement with or amalgamates with, any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates with, or merges with or into, or enters into a plan or arrangement with, Sasol, in any such event pursuant to a transaction in which any of the outstanding voting stock of Sasol or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of Sasol outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; or
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(4)	the adoption of a plan relating to the liquidation or dissolution of Sasol.
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holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of Sasol’s voting stock immediately prior to that transaction or (B) immediately following that transaction, no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company.

The definition of change of control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of Sasol and its subsidiaries’ assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Sasol USA to repurchase such holder’s notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of Sasol’s and its subsidiaries’ assets taken as a whole to another person or group may be uncertain. Holders may not be entitled to require Sasol Financing to purchase their notes in certain circumstances involving a significant change in the composition of the board of directors of Sasol, including in connection with a proxy contest, where the board of directors of Sasol initially publicly opposes the election of a dissident slate of directors, but subsequently approves such directors for the purposes of the 2018 Indenture governing the notes. This may result in a change in the composition of the board of directors of Sasol that, but for such subsequent approval, would have otherwise constituted a change of control under the terms of the 2018 Indenture governing the notes.

“change of control repurchase event” means the occurrence of both a change of control and a rating event.

“investment grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by Sasol as a replacement rating agency or replacement ratings agencies.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“rating agency” means each of Moody’s and S&P; provided, however, that if either Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of Sasol’s control, Sasol may select (as certified by a resolution of Sasol’s board of directors) a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“rating category” means (i) with respect to S&P, any of the following categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor categories) and (ii) with respect to Moody’s, any of the following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories). In determining whether the rating of the notes has decreased by one or more gradations, gradations within rating categories (+ and – for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for another rating agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB– to B+, will constitute a decrease of one gradation).

“rating date” means the date that is 60 days prior to the earlier of (1) the occurrence of a change of control; or (2) the public notice of the intention by Sasol to effect a change of control.

categories). Notwithstanding the foregoing, a rating event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of control (and thus shall not be deemed a rating event for purposes of the definition of change of control repurchase event hereunder) if (i) the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee or Sasol in writing at its request that the reduction was the result, in whole or in part, of the applicable change of control (whether or not the applicable change of control shall have occurred at the time of the rating event) or (ii) the rating of the notes by the rating agency making the reduction in rating to which this definition would otherwise apply is within the relevant 60-day period subsequently upgraded to an investment grade rating.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“voting stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The change of control repurchase event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Sasol and, thus, the removal of incumbent management. Subject to the limitations discussed below, Sasol could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a change of control repurchase event under the notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect Sasol’s capital structure or credit ratings on the notes. Restrictions on Sasol’s ability to incur liens are contained in the covenants as described under “—Limitation on Liens” below.

Sasol USA may not have sufficient funds to repurchase all the notes upon a change of control repurchase event.

Payment of Additional Amounts

We will pay all amounts of principal of, and any premium and interest on, any debt securities, and all payments pursuant to the guarantee shall be made, without deduction or withholding for any taxes, assessments or other charges imposed by the government of South Africa, the United States or any other jurisdiction where we or the guarantor are organized or tax resident or in which we are treated as being engaged in a trade or business, as the case may be, or the government of a jurisdiction in which a successor to any of us, as the case may be, is organized or tax resident (“Taxing Jurisdiction”). If deduction or withholding of any of these charges is required by a Taxing Jurisdiction, we (or the guarantor) will pay any additional amounts necessary to make the net amount paid to the affected holders equal the amount the holders would have received in the absence of the deduction or withholding. However, these “additional amounts” will not include:

●	the amount of any tax, assessment or other governmental charge imposed by any government of any jurisdiction other than a Taxing Jurisdiction;
●	the amount of any tax, assessment or other governmental charge that is only payable because either:
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o	some present or former connection exists between the holder or beneficial owner of the debt security and a Taxing Jurisdiction other than as a result of holding a note or enforcing its rights thereunder (including, but not limited to, the holder or beneficial owner of the debt security being or having been a citizen, resident or national thereof, or being or having been present or engaged in business therein, or having or having had a permanent establishment therein); or
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o	the holder presented the debt security for payment more than 30 days after the date on which the relevant payment becomes due or was provided for, whichever is later;
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●	any estate, inheritance, gift, sale, transfer, personal property, value added, excise or similar tax, duty, assessment or other governmental charge;
●	the amount of any tax, assessment or other governmental charge that is payable other than by deduction or withholding from a payment on the debt securities;
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●	the amount of any tax, assessment or other governmental charge that is imposed or withheld due to the holder or beneficial owner of the debt security failing to accurately comply with a request from us either to provide information concerning the beneficial owner’s nationality, residence or identity or make any claim or to satisfy any information or reporting requirement, if the completion of either is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from the applicable governmental charge;
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●	the amount of any tax, assessment or other governmental charge imposed, deducted or withheld pursuant to section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to sections 1471 through 1474 of the Code, in each case, as of the date of issuance (and any amended or successor version that is substantively comparable), any current or future regulations or agreements thereunder, official interpretations thereof or similar law or regulation implementing an intergovernmental agreement relating thereto;
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●	the amount of any tax, assessment or other governmental charge imposed by reason of the holder’s past or present status as a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or as a corporation that accumulates earnings to avoid U.S. federal income tax;
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●	the amount of any tax, assessment or other governmental charge imposed on interest received by (1) a 10% shareholder (as defined in section 871(h)(3)(B) of Code, and the regulations promulgated thereunder) of Sasol USA or (2) a controlled foreign corporation that is related to Sasol USA within the meaning of section 864(d)(4) of the Code, or (3) a bank receiving interest described in section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have been imposed but for the holder’s status as described in clauses (1) through (3) of this bullet;
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●	in the case of a holder that is a U.S. Person (as defined below), the amount of any withholding tax or deduction, or any similar tax, imposed by the United States or a political subdivision thereof; or
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●	any combination of the withholdings, taxes, assessments or other governmental charges described above.
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Additionally, additional amounts shall not be paid with respect to any payment to a holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner of such payment would not have been entitled to such additional amounts had it been the holder.

The prospectus supplement will describe any additional circumstances under which additional amounts will not be paid with respect to guaranteed debt securities.

Limitation on Liens

Sasol covenants in the 2018 Indenture that it will not, nor will it permit any “Restricted Subsidiary” to, create, incur, issue, assume or guarantee any indebtedness for money borrowed (“Debt”) if such Debt is secured by any mortgage, security interest, pledge, lien or other similar encumbrance (a “lien” or “liens”) upon any “Principal Property” of it or any Restricted Subsidiary or any shares of stock of or debt owed to any Restricted Subsidiary, whether owned at the date of the 2018 Indenture or thereafter acquired, without effectively securing the securities

issued under the 2018 Indenture equally and ratably with or prior to the secured Debt. See further below for definitions of “Restricted Subsidiary” and “Principal Property”.

This lien restriction will not apply to, among other things:

●	liens on property, shares of stock or indebtedness of any corporation existing at the time it becomes a subsidiary of Sasol provided that any such lien was not created in contemplation of becoming a subsidiary;
●	liens on property or shares of stock existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase price thereof or all or part of the cost of the improvement, construction, alteration or repair of any building, equipment or facilities or of any other improvements on, all or any part of the property or to secure any Debt incurred prior to, at the time of, or within 12 months after, in the case of shares of stock, the acquisition of such shares and, in the case of property, the later of the acquisition, the completion of construction (including any improvements, alterations or repairs on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof or all or part of the cost of improvement, construction, alteration or repair thereon;
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●	liens on any Principal Property or on shares of stock or indebtedness of any Restricted Subsidiary, to secure all or any part of the cost of exploration, drilling, development, improvement, construction, alteration or repair of any part of the Principal Property or to secure any Debt incurred to finance or refinance all or any part of such cost;
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●	liens existing at the date of the 2018 Indenture;
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●	liens that secure debt owing by a Restricted Subsidiary to Sasol or any subsidiary of Sasol;
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●	liens on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, in either case existing at the time such corporation is merged into or consolidated or amalgamated with Sasol or a Restricted Subsidiary, or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to Sasol or a Restricted Subsidiary;
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●	liens arising by operation of law (other than by reason of default);
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●	liens to secure Debt incurred in the ordinary course of business and maturing not more than 12 months from the date incurred;
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●	liens arising pursuant to the specific terms of any license, joint operating agreement, unitization agreement or other similar document evidencing the interest of Sasol or a Restricted Subsidiary in any mine or any oil or gas producing property or related facilities (including pipelines), provided that any such lien is limited to such interest;
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●	liens on any Principal Property or on shares of stock or indebtedness of any Restricted Subsidiary in relation to which Project Finance Indebtedness (as defined below) has been incurred, to secure that Project Finance Indebtedness;
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●	liens created in accordance with normal practice to secure Debt of Sasol whose main purpose is the raising of finances under any options, futures, swaps, short sale contracts or similar or related instruments which relate to the purchase or sale of securities, commodities or currencies; and
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●	any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any liens referred to above, or of any Debt secured thereby; provided that the principal
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amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement lien shall be limited to all or any part of the same property, shares of stock or indebtedness that secured the lien extended, renewed or replaced (plus improvements on such property), or property received or shares of stock issued in substitution or exchange therefor.

In addition, the lien restriction does not apply to Debt secured by a lien, if the Debt, together with all other Debt secured by liens on Principal Property of Sasol or any Restricted Subsidiary (not including permitted liens described above) and the Attributable Debt (generally defined as the discounted present value of net rental payments, but excluding payments on bona fide operating leases) associated with Sale and Lease Back Transactions entered into after our first issuance of debt securities under the 2018 Indenture (but not including “Sale and Lease Back Transactions” pursuant to which debt has been retired), does not exceed a certain percentage of the consolidated net tangible assets of Sasol and its consolidated subsidiaries, as shown on the audited consolidated balance sheet prepared in accordance with International Financial Reporting Standards. The specific percentage will be determined at the time we issue any debt and will be described in the applicable prospectus supplement.

The following types of transactions shall not be deemed to create Debt secured by a lien:

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the sale or other transfer, by way of security or otherwise, of (a) coal, oil, gas or other minerals in place or at the wellhead or a right or license granted by any governmental authority to explore for, drill, mine, develop, recover or get such coal, oil, gas or other minerals (whether such license or right is held with others or not) for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money (however determined) or a specified amount of such coal, oil, gas or other minerals, or (b) any other interest in property of the character commonly referred to as a “production payment”; “royalty” or “stream”; and

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liens on property in favour of the United States or any state thereof, or the Republic of South Africa, or any other country, or any political subdivision of any of the foregoing, or any department, agency or instrumentality of the foregoing, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute including, without limitation, liens to secure indebtedness of the pollution control or industrial revenue bond type, or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction of the property or acquisition of equipment subject to such liens.

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The term “Restricted Subsidiary” is defined in the 2018 Indenture to mean any wholly owned subsidiary of Sasol which owns a Principal Property, unless the subsidiary is primarily engaged in the business of a finance company and any other subsidiary designated as a “Restricted Subsidiary” in the applicable prospectus supplement.

The term “Principal Property” is defined in the 2018 Indenture to mean (a) oil or gas producing property (including leases, rights or other authorizations to conduct operations over any producing property), (b) any refining or manufacturing plant, (c) any mine, mineral deposit or processing plant, or (d) any building, pipeline, structure, dam or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, in each case whose net book value exceeds a certain percentage of consolidated net tangible assets of Sasol, unless the board of directors of Sasol thinks that the property is not of material importance to its overall business or that the portion of a property in question is not of material importance to the rest of such property. The specific percentage will be determined at the time we issue any debt and will be described in the applicable prospectus supplement.

applicable project borrower (where such project borrower is formed solely or principally for the purpose of the relevant project) and any or all of its rights and assets and/or (ii) such asset (or any derivative asset thereof) but, in either case, does not or do not have recourse to Sasol or any of its subsidiaries other than in respect of (a) Sasol’s or such subsidiary’s interests in the equity or indebtedness of the applicable project borrower or the interests of Sasol or any other of its subsidiaries in the equity or indebtedness of any subsidiary that holds, directly or indirectly, interests in the equity or indebtedness of the applicable project borrower, (b) the rights of the applicable project borrower under any contract with Sasol or any of its other subsidiaries, (c) obligations of Sasol or such subsidiary pursuant to completion or performance guarantees or price support, cost overrun support or other support obligations, in each case, in connection with the relevant project or (d) claims for indemnity or damages arising from breach of representations or covenants made by Sasol or such subsidiary to such financial institution or other person.

Limitation on Sale and Lease Back Transactions

Sasol covenants in the 2018 Indenture that it will not, nor will it permit any Restricted Subsidiary, to enter into any arrangement with any party providing for the leasing to it or any Restricted Subsidiary of any Principal Property (except for temporary leases for a term, including renewals, of not more than three years) which has been or is to be sold by it or the Restricted Subsidiary to the party (a “Sale and Lease Back Transaction”), unless:

●	the Attributable Debt (generally defined as the discounted present value of net rental payments, but excluding payments on bona fide operating leases) of the Sale and Lease Back Transaction, together with the Attributable Debt of all other Sale and Lease Back Transactions entered into since the first issuance of debt securities under the 2018 Indenture and the aggregate principal amount of its debt secured by liens on Principal Property of Sasol or any Restricted Subsidiary or any shares of stock of or debt owed to any Restricted Subsidiary (but excluding debt secured by permitted liens bulleted under “—Limitation on Liens” above, and excluding Sale and Lease Back Transactions pursuant to which debt has been retired) would not exceed a certain percentage of the consolidated net tangible assets of Sasol, as shown on the audited balance sheet prepared in accordance with International Financial Reporting Standards, which percentage will be determined at the time we issue any debt and will be described in the applicable prospectus supplement;
●	Sasol or the Restricted Subsidiary would be entitled to incur debt secured by a lien on the Principal Property to be leased without securing the securities issued under the 2018 Indenture, as described in the bullet points under “—Limitation on Liens” above;
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●	Sasol applies an amount equal to the fair value of the Principal Property that is the subject of a Sale and Leaseback Transaction to the retirement of the securities, or to the retirement of long-term indebtedness of Sasol or a Restricted Subsidiary that is not subordinated to the debt securities issued; or
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●	Sasol enters into a bona fide commitment to expend for the acquisition or improvement of a Principal Property an amount at least equal to the fair value of the Principal Property leased.
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In addition, the limitation on sale and leaseback transactions does not apply if attributable debt (generally defined as the discounted present value of net rental payments, but excluding payments on bona fide operating leases) associated with the sale and lease back transaction, together with the attributable debt of all other sale and lease back transactions entered into after this first issuance of debt securities under the 2018 Indenture and the aggregate principal amount of Sasol’s debt secured by liens on Principal Property of Sasol or any restricted subsidiary (but not including permitted liens described under “—Limitation on Liens”, and sale and lease back transactions pursuant to which debt has been retired) would not exceed 15% of the consolidated net tangible assets of Sasol and its consolidated subsidiaries (as set forth on the most recent balance sheet but, in any event, as of a date within 150 days of the date of determination) prepared in accordance with IFRS.

Events of Default

You will have special rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection.

What Is an Event of Default? Unless we specify otherwise in the applicable prospectus supplement, the term “Event of Default” in respect of the debt securities of your series means any of the following:

●	failure to pay the principal of, or any premium on, a debt security of that series on its due date;
●	failure to pay interest or additional amounts on a debt security of that series within 30 days of its due date;
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●	failure to deposit any sinking fund payment in respect of debt securities of that series on its due date;
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●	we or the guarantor remain in breach of a covenant in respect of debt securities of that series for 90 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25 percent of the principal amount of debt securities of that series;
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●	we or the guarantor file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur;
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●	the guarantee ceases to be in full force and effect; or
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●	any other Event of Default in respect of debt securities of that series described in the prospectus supplement occurs.
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An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the 2018 Indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal or interest, if it considers the withholding of notice to be in the interests of the holders of the affected series.

Remedies if an Event of Default Occurs. If an Event of Default has occurred and has not been cured, the trustee or the holders of at least 25 percent in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be cancelled by the holders of at least a majority in principal amount of the debt securities of the affected series.

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the 2018 Indenture at the request of any holders unless the holders offer the trustee protection from expenses and liability (called an “indemnity”) satisfactory to the trustee. If an indemnity reasonably satisfactory to the trustee is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

Before you are allowed to bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

●	you must give your trustee written notice that an Event of Default has occurred and remains uncured·
●	the holders of at least 25 percent in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer
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indemnity to the trustee reasonably satisfactory to the trustee against the cost and other liabilities of taking that action;

●	the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity; and
●	the holders of a majority in principal amount of the debt securities of the relevant series must not have given the trustee a direction inconsistent with the above notice.
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However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date.

Holders of a majority in principal amount of the debt securities of the affected series may waive any past defaults other than:

●	the payment of principal, any premium or interest; and
●	in respect of a covenant that cannot be modified or amended without the consent of each holder.
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BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE TRUSTEE AND HOW TO DECLARE OR CANCEL AN ACCELERATION.

Each year, we and the guarantor will furnish to the trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the 2018 Indenture and the debt securities, or else specifying any default.

Merger or Consolidation

Under the terms of the 2018 Indenture, each of Sasol USA and Sasol is generally permitted to consolidate or merge with another entity. In addition, each of Sasol USA and Sasol is also permitted to sell all or substantially all of its assets to another entity. However, neither Sasol USA nor Sasol may take any of these actions unless all the following conditions are met:

●	where Sasol USA (or Sasol, as the case may be) merges out of existence or sells its assets, the resulting or acquiring entity must agree to be legally responsible for the notes (or the guarantee, as the case may be);
●	immediately after giving effect to the merger or sale of assets, no default on the debt securities shall have occurred and be continuing; and
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●	Sasol USA (or Sasol or the acquiring entity, as the case may be) must deliver certain certificates and documents to the trustee.
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Modification or Waiver

There are three types of changes we can make to the 2018 Indenture and the debt securities issued under the 2018 Indenture.

Changes Requiring Your Approval

First, there are changes that we cannot make to your debt securities without your specific approval. Following is a list of those types of changes unless we specify otherwise in the applicable prospectus supplement:

●	change the stated maturity of the principal of (or premium, if any) or interest on a debt security;
●	reduce any amounts due on a debt security;
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●	reduce the amount of principal payable upon acceleration of the maturity of a security following a default;
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●	adversely affect any right of repayment at the holder’s option;
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●	change the place or currency of payment on a debt security
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●	impair your right to sue for payment;
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●	adversely affect any right to convert or exchange a debt security in accordance with its terms;
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●	reduce the percentage in principal amount of holders of debt securities whose consent is needed to modify or amend the 2018 Indenture;
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●	reduce the percentage in principal amount of holders of debt securities whose consent is needed to waive compliance with certain provisions of the 2018 Indenture or to waive certain defaults under the 2018 Indenture;
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●	modify any other aspect of the provisions of the 2018 Indenture dealing with modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and
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●	change any obligation to pay additional amounts, as explained above under “—Payment of Additional Amounts “.
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Changes Not Requiring Approval

The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under the 2018 Indenture after the change takes effect.

Changes Requiring Majority Approval

Any other change to the 2018 Indenture or the debt securities would require the following approval unless we specify otherwise in the applicable prospectus supplement:

●	if the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series;
●	if the change affects more than one series of debt securities, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
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In each case, any resolution passed or decision taken at any meeting of the holders of a series of debt securities must be in writing.

The holders of a majority in principal amount of any series of debt securities issued under the 2018 Indenture may waive our and the guarantor’s compliance with some of our covenants in the 2018 Indenture. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “—Changes Requiring Your Approval”.

Further Details Concerning Voting

We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding securities that are entitled to vote or take other action under the 2018 Indenture. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding securities of those series on the record date, and the vote or other action must be taken within eleven months following the record date. Unless otherwise specified in the applicable prospectus supplement, the holder of a debt security will be entitled to one vote for each $1,000 principal amount of the debt security that is outstanding and held by it. Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under “—Defeasance—Full Defeasance”.

BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE THE 2018 INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.

Sinking Fund

The notes of each series will not be entitled to the benefit of a sinking fund.

Defeasance

The following provisions will be applicable to the notes.

Covenant Defeasance

Under current U.S. federal tax law, we or the guarantor can make the deposit described below and be released from some of the restrictive covenants in the 2018 Indenture under which a particular series was issued. This is called “covenant defeasance”. In that event, you would lose the protection of those restrictive covenants but would gain the protection of having cash and U.S. government securities set aside in trust to repay your debt securities. In order to achieve covenant defeasance, we must do the following:

●	we must deposit in trust for the benefit of all holders of the debt securities of the particular series a combination of cash and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities of the particular series on their various due dates;
●	the “covenant defeasance” must not otherwise result in a breach of the 2018 Indenture or any of our or the guarantor’s material agreements;
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●	no Event of Default must have occurred and remain uncured;
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●	we must deliver to the trustee a legal opinion of our counsel confirming that, under current federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities of the particular series any differently than if we did not make the deposit and just repaid the debt securities of the particular series ourselves at maturity; and
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●	we must deliver to the trustee a legal opinion and officer’s certificate, each stating that all conditions precedent to “covenant defeasance” under the 2018 Indenture have been met.

If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there is a shortfall in the trust deposit or the trustee is prevented from making payment. In fact, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

Full Defeasance

Under certain circumstances as described below, we or the guarantor can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called “full defeasance”) if we put in place the following arrangements for you to be repaid:

●	we must deposit in trust for the benefit of all holders of the debt securities of the particular series a combination of cash and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities of the particular series on their various due dates;
●	the “full defeasance” must not otherwise result in a breach of the 2018 Indenture or any of our or the guarantor’s material agreements;
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●	no Event of Default must have occurred and remain uncured;
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●	we must deliver to the trustee a legal opinion confirming that there has been a change in current federal tax law or an IRS ruling that lets us make the above deposit without causing you to be taxed on the debt securities of the particular series any differently than if we did not make the deposit and just repaid the debt securities of the particular series ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities of the particular series would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit; and
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●	we must deliver to the trustee an opinion of counsel and an officer’s certificate, each stating that all conditions precedent to “full defeasance” under the 2018 Indenture have been met.
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If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the unlikely event of any shortfall.

Listing

The notes of each series are listed on the New York Stock Exchange.

Guarantee

Sasol fully and unconditionally guarantees the debt securities issued by Sasol USA under a guarantee of the payment of principal of, and any premium, interest and “additional amounts” on, these debt securities when due, whether at maturity or otherwise. Sasol has obtained the approval of the SARB to provide this guarantee.

DESCRIPTION OF THE 2026 AND 2031 NOTES

This section describes the specific financial and legal terms of the 4.375% notes due 2026 and the 5.500% notes due 2031 under the 2018 Indenture. The following description is a summary of material provisions of the notes and the 2018 Indenture and does not purport to be complete. Except where the context clearly refers to Sasol Limited (“Sasol”), references to “we”, “us” and “our” in this section refer to Sasol Financing USA LLC (“Sasol USA”). References to “holder”, “you” and “your” in this section refers to holders of the notes.

General

The notes were issued under the 2018 Indenture. Book-entry interests in the notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. The 2018 Indenture is, and the notes and the guarantee will be, governed by the laws of the State of New York.

The 2026 Notes were initially issued in an aggregate principal amount of $650,000,000 and mature on 18 September 2026. The 2026 Notes bear interest at a rate of 4.375% per annum, payable semi-annually in arrears on 18 March and 18 September of each year, commencing 18 September 2021. The regular record dates for the notes are every 1 March and 15 September of each year.

The 2031 Notes were initially be issued in an aggregate principal amount of $850,000,000 and mature on 18 March 2031. The 2031 Notes bear interest at a rate of 5.500% per annum, payable semi-annually in arrears on 18 March and 18 September of each year, commencing 18 September 2021. The regular record dates for the notes are every 1 March and 1 September of each year.

The trustee’s corporate trust office in Wilmington, Delaware is designated as the principal paying agent. Sasol USA may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

Further Issuances

Optional Redemption

Prior to 18 August 2026 (the “2026 Notes Par Call Date”) for the 2026 Notes and prior to 18 December 2030 (the “2031 Notes Par Call Date”) for the 2031 Notes, the relevant series of notes will be redeemable as a whole or in part, at the option of Sasol USA or Sasol at any time and from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes, assuming for such purpose that the 2026 Notes were called on the 2026 Notes Par Call Date and the 2031 Notes were called on the 2031 Notes Par Call Date (exclusive of interest accrued and unpaid to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the Make-whole Spread, plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. Further instalments of interest on the notes to be redeemed that are due and payable on the interest payment dates falling on or prior to a redemption date shall be payable on the interest payment date to the registered holders as of the close of business on the relevant regular record date according to the notes and the 2018 Indenture.

On or after the 2026 Notes Par Call Date for the 2026 Notes and on or after the 2031 Notes Par Call Date for the 2031 Notes, the relevant series of notes will be redeemable in whole (but not in part), at the option of Sasol USA or Sasol at any time, at a redemption price equal to 100% of the principal amount of such series of notes plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Sasol USA.

“Reference Treasury Dealer” means each of BofA Securities Inc., Citigroup Global Markets Inc, Mizuho International plc, a Primary Treasury Dealer (as defined below) selected by MUFG Securities EMEA plc or their respective affiliates that are primary US government securities dealers (a “Primary Treasury Dealer”) and two other Primary Treasury Dealers in New York City, selected by Sasol USA, and their respective successors; provided however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer in New York Citi, Sasol USA shall substitute therefor another such Primary Treasury Dealer.

by such Reference Treasury Dealer at 3:30 p.m. New York City time on the third business day preceding such redemption date.

“Make-whole Spread” means 50 basis points.

Unless Sasol USA or Sasol defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.

Optional Tax Redemption

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we or the guarantor would be required to pay additional amounts, as a result of any change in the tax laws or treaties (including the official application or interpretation thereof) of a Taxing Jurisdiction or, in the case of a treaty, to which a Taxing Jurisdiction is a party that, in the case of any of us, becomes effective on or after the date of issuance of that series (or, in the case of a successor, that becomes effective after the date such successor becomes such, or, in the case of assumption by the guarantor, the date of such assumption), as explained above under “—Payment of Additional Amounts”, or

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Change of Control Repurchase Event

that constitute or may constitute the change of control repurchase event and offering to repurchase the notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a change of control repurchase event occurring on or prior to the payment date specified in the notice. Holders of the notes electing to have their notes purchased pursuant to a change of control repurchase event offer will be required to surrender their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed, to the paying agent at the address specified in the notice, or transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the repurchase payment date. Sasol USA will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control repurchase event. To the extent that the provisions of any applicable securities or corporate laws or regulations conflict with the change of control repurchase event provisions of the notes, Sasol USA will comply with the applicable securities or corporate laws and regulations and will not be deemed to have breached its obligations under the change of control repurchase event provisions of the notes by virtue of such conflict.

On the repurchase date following a change of control repurchase event, Sasol USA will, to the extent lawful:

(1)	accept for payment all notes or portions of the notes properly tendered pursuant to Sasol USA’ offer;
(2)	deposit with the paying agent an amount equal to the aggregate purchase price in respect of all the notes or portions of the notes properly tendered; and
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(3)	deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of notes being purchased by Sasol USA.
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For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

“change of control” means the occurrence of any of the following:

(1)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, scheme of arrangement, amalgamation or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Sasol and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Sasol or one of its subsidiaries;

(2)

the consummation of any transaction (including, without limitation, any merger, scheme of arrangement, amalgamation or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a subsidiary of Sasol) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of Sasol’s voting stock or other voting stock into which Sasol’s voting stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares;

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(3)

Sasol consolidates with, or merges with or into, or enters into a scheme of arrangement with or amalgamates with, any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates with, or merges with or into, or enters into a plan or arrangement with, Sasol, in any such event pursuant to a transaction in which any of the outstanding voting stock of Sasol or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of Sasol outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; or

(4)

the adoption of a plan relating to the liquidation or dissolution of Sasol.

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Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if (1) Sasol becomes a direct or indirect wholly owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of Sasol’s voting stock immediately prior to that transaction or (B) immediately following that transaction, no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company.

The definition of change of control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of Sasol and its subsidiaries’ assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Sasol USA to repurchase such holder’s notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of Sasol’s and its subsidiaries’ assets taken as a whole to another person or group may be uncertain. Holders may not be entitled to require Sasol USA to purchase their notes in certain circumstances involving a significant change in the composition of the board of directors of Sasol, including in connection with a proxy contest, where the board of directors of Sasol initially publicly opposes the election of a dissident slate of directors, but subsequently approves such directors for the purposes of the 2018 Indenture governing the notes. This may result in a change in the composition of the board of directors of Sasol that, but for such subsequent approval, would have otherwise constituted a change of control under the terms of the 2018 Indenture governing the notes.

“change of control repurchase event” means the occurrence of both a change of control and a rating event.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

or the equivalent gradations for another rating agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB– to B+, will constitute a decrease of one gradation).

“rating event” means the occurrence of the events in (A) or (B) of this definition on any date during the 60-day period (which period shall be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the rating agencies) after the earlier of (1) the occurrence of a change of control; or (2) the public notice of the intention by Sasol to effect a change of control if (A) the notes are rated on the ratings date by each rating agency as investment grade, the rating of the notes shall be reduced so that the notes are rated below investment grade by at least one rating agency, or (B) the notes are rated on the ratings date below investment grade by at least one rating agency, the rating of the notes by at least one rating agency shall be reduced by one or more gradations (including gradations within rating categories, as well as between rating categories). Notwithstanding the foregoing, a rating event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of control (and thus shall not be deemed a rating event for purposes of the definition of change of control repurchase event hereunder) if (i) the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee or Sasol in writing at its request that the reduction was the result, in whole or in part, of the applicable change of control (whether or not the applicable change of control shall have occurred at the time of the rating event) or (ii) the rating of the notes by the rating agency making the reduction in rating to which this definition would otherwise apply is within the relevant 60-day period subsequently upgraded to an investment grade rating.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

Sasol USA may not have sufficient funds to repurchase all the notes upon a change of control repurchase event.

Payment of Additional Amounts

●	the amount of any tax, assessment or other governmental charge imposed by any government of any jurisdiction other than a Taxing Jurisdiction;
●	the amount of any tax, assessment or other governmental charge that is only payable because either:
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o	some present or former connection exists between the holder or beneficial owner of the debt security and a Taxing Jurisdiction other than as a result of holding a note or enforcing its rights thereunder (including, but not limited to, the holder or beneficial owner of the debt security being or having been a citizen, resident or national thereof, or being or having been present or engaged in business therein, or having or having had a permanent establishment therein); or
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o	the holder presented the debt security for payment more than 30 days after the date on which the relevant payment becomes due or was provided for, whichever is later;
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●	any estate, inheritance, gift, sale, transfer, personal property, value added, excise or similar tax, duty, assessment or other governmental charge;
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●	the amount of any tax, assessment or other governmental charge that is payable other than by deduction or withholding from a payment on the debt securities;
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●	the amount of any tax, assessment or other governmental charge that is imposed or withheld due to the holder or beneficial owner of the debt security failing to accurately comply with a request from us either to provide information concerning the beneficial owner’s nationality, residence or identity or make any claim or to satisfy any information or reporting requirement, if the completion of either is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from the applicable governmental charge;
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●	the amount of any tax, assessment or other governmental charge imposed, deducted or withheld pursuant to section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to sections 1471 through 1474 of the Code, in each case, as of the date of issuance (and any amended or successor version that is substantively comparable), any current or future regulations or agreements thereunder, official interpretations thereof or similar law or regulation implementing an intergovernmental agreement relating thereto;
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●	the amount of any tax, assessment or other governmental charge imposed by reason of the holder’s past or present status as a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or as a corporation that accumulates earnings to avoid U.S. federal income tax;
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●	the amount of any tax, assessment or other governmental charge imposed on interest received by (1) a 10% shareholder (as defined in section 871(h)(3)(B) of Code, and the regulations promulgated thereunder) of Sasol USA or (2) a controlled foreign corporation that is related to Sasol USA within the meaning of section 864(d)(4) of the Code, or (3) a bank receiving interest described in section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have been imposed but for the holder’s status as described in clauses (1) through (3) of this bullet;
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●	in the case of a holder that is a U.S. Person (as defined below), the amount of any withholding tax or deduction, or any similar tax, imposed by the United States or a political subdivision thereof; or
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●	any combination of the withholdings, taxes, assessments or other governmental charges described above.
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with respect to such fiduciary or a member of such partnership or a beneficial owner of such payment would not have been entitled to such additional amounts had it been the holder.

The prospectus supplement will describe any additional circumstances under which additional amounts will not be paid with respect to guaranteed debt securities.

Limitation on Liens

This lien restriction will not apply to, among other things:

●	liens on property, shares of stock or indebtedness of any corporation existing at the time it becomes a subsidiary of Sasol provided that any such lien was not created in contemplation of becoming a subsidiary;
●	liens on property or shares of stock existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase price thereof or all or part of the cost of the improvement, construction, alteration or repair of any building, equipment or facilities or of any other improvements on, all or any part of the property or to secure any Debt incurred prior to, at the time of, or within 12 months after, in the case of shares of stock, the acquisition of such shares and, in the case of property, the later of the acquisition, the completion of construction (including any improvements, alterations or repairs on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof or all or part of the cost of improvement, construction, alteration or repair thereon;
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●	liens on any Principal Property or on shares of stock or indebtedness of any Restricted Subsidiary, to secure all or any part of the cost of exploration, drilling, development, improvement, construction, alteration or repair of any part of the Principal Property or to secure any Debt incurred to finance or refinance all or any part of such cost;
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●	liens existing at the date of the 2018 Indenture;
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●	liens that secure debt owing by a Restricted Subsidiary to Sasol or any subsidiary of Sasol;
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●	liens on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, in either case existing at the time such corporation is merged into or consolidated or amalgamated with Sasol or a Restricted Subsidiary, or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to Sasol or a Restricted Subsidiary;
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●	liens arising by operation of law (other than by reason of default);
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●	liens to secure Debt incurred in the ordinary course of business and maturing not more than 12 months from the date incurred;
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●	liens arising pursuant to the specific terms of any license, joint operating agreement, unitization agreement or other similar document evidencing the interest of Sasol or a Restricted Subsidiary in any
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mine or any oil or gas producing property or related facilities (including pipelines), provided that any such lien is limited to such interest;

●	liens on any Principal Property or on shares of stock or indebtedness of any Restricted Subsidiary in relation to which Project Finance Indebtedness (as defined below) has been incurred, to secure that Project Finance Indebtedness;
●	liens created in accordance with normal practice to secure Debt of Sasol whose main purpose is the raising of finances under any options, futures, swaps, short sale contracts or similar or related instruments which relate to the purchase or sale of securities, commodities or currencies; and
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●	any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any liens referred to above, or of any Debt secured thereby; provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement lien shall be limited to all or any part of the same property, shares of stock or indebtedness that secured the lien extended, renewed or replaced (plus improvements on such property), or property received or shares of stock issued in substitution or exchange therefor.
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The following types of transactions shall not be deemed to create Debt secured by a lien:

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The term “Project Finance Indebtedness” is defined in the 2018 Indenture to mean any indebtedness incurred in relation to any asset for the purposes of financing the whole or any part of the acquisition, creation, construction, expansion, operation, improvement or development of such asset where the financial institution(s) or other persons to whom such indebtedness is owed (and any trustees or other agents therefor) has or have recourse to (i) the applicable project borrower (where such project borrower is formed solely or principally for the purpose of the relevant project) and any or all of its rights and assets and/or (ii) such asset (or any derivative asset thereof) but, in either case, does not or do not have recourse to Sasol or any of its subsidiaries other than in respect of (a) Sasol’s or such subsidiary’s interests in the equity or indebtedness of the applicable project borrower or the interests of Sasol or any other of its subsidiaries in the equity or indebtedness of any subsidiary that holds, directly or indirectly, interests in the equity or indebtedness of the applicable project borrower, (b) the rights of the applicable project borrower under any contract with Sasol or any of its other subsidiaries, (c) obligations of Sasol or such subsidiary pursuant to completion or performance guarantees or price support, cost overrun support or other support obligations, in each case, in connection with the relevant project or (d) claims for indemnity or damages arising from breach of representations or covenants made by Sasol or such subsidiary to such financial institution or other person.

Limitation on Sale and Lease Back Transactions

●	the Attributable Debt (generally defined as the discounted present value of net rental payments, but excluding payments on bona fide operating leases) of the Sale and Lease Back Transaction, together with the Attributable Debt of all other Sale and Lease Back Transactions entered into since the first issuance of debt securities under the 2018 Indenture and the aggregate principal amount of its debt secured by liens on Principal Property of Sasol or any Restricted Subsidiary or any shares of stock of or debt owed to any Restricted Subsidiary (but excluding debt secured by permitted liens bulleted under “—Limitation on Liens” above, and excluding Sale and Lease Back Transactions pursuant to which debt has been retired) would not exceed a certain percentage of the consolidated net tangible assets of Sasol, as shown on the audited balance sheet prepared in accordance with International Financial Reporting Standards, which percentage will be determined at the time we issue any debt and will be described in the applicable prospectus supplement;
●	Sasol or the Restricted Subsidiary would be entitled to incur debt secured by a lien on the Principal Property to be leased without securing the securities issued under the 2018 Indenture, as described in the bullet points under “—Limitation on Liens” above;
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●	Sasol applies an amount equal to the fair value of the Principal Property that is the subject of a Sale and Leaseback Transaction to the retirement of the securities, or to the retirement of long-term indebtedness of Sasol or a Restricted Subsidiary that is not subordinated to the debt securities issued; or
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●	Sasol enters into a bona fide commitment to expend for the acquisition or improvement of a Principal Property an amount at least equal to the fair value of the Principal Property leased.

Events of Default

You will have special rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection.

●	failure to pay the principal of, or any premium on, a debt security of that series on its due date;
●	failure to pay interest or additional amounts on a debt security of that series within 30 days of its due date;
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●	failure to deposit any sinking fund payment in respect of debt securities of that series on its due date;
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●	we or the guarantor remain in breach of a covenant in respect of debt securities of that series for 90 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25 percent of the principal amount of debt securities of that series;
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●	we or the guarantor file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur;
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●	the guarantee ceases to be in full force and effect; or
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●	any other Event of Default in respect of debt securities of that series described in the prospectus supplement occurs.
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and liability (called an “indemnity”) satisfactory to the trustee. If an indemnity reasonably satisfactory to the trustee is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

●	you must give your trustee written notice that an Event of Default has occurred and remains uncured;
●	the holders of at least 25 percent in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer indemnity to the trustee reasonably satisfactory to the trustee against the cost and other liabilities of taking that action;
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●	the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity; and
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●	the holders of a majority in principal amount of the debt securities of the relevant series must not have given the trustee a direction inconsistent with the above notice.
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However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date.

Holders of a majority in principal amount of the debt securities of the affected series may waive any past defaults other than:

●	the payment of principal, any premium or interest; and
●	in respect of a covenant that cannot be modified or amended without the consent of each holder.
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Merger or Consolidation

●	where Sasol USA (or Sasol, as the case may be) merges out of existence or sells its assets, the resulting or acquiring entity must agree to be legally responsible for the notes (or the guarantee, as the case may be);

●	immediately after giving effect to the merger or sale of assets, no default on the debt securities shall have occurred and be continuing; and
●	Sasol USA (or Sasol or the acquiring entity, as the case may be) must deliver certain certificates and documents to the trustee.
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Modification or Waiver

There are three types of changes we can make to the 2018 Indenture and the debt securities issued under the 2018 Indenture.

Changes Requiring Your Approval

●	change the stated maturity of the principal of (or premium, if any) or interest on a debt security;
●	reduce any amounts due on a debt security;
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●	reduce the amount of principal payable upon acceleration of the maturity of a security following a default;
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●	adversely affect any right of repayment at the holder’s option;
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●	change the place or currency of payment on a debt security
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●	impair your right to sue for payment;
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●	adversely affect any right to convert or exchange a debt security in accordance with its terms;
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●	reduce the percentage in principal amount of holders of debt securities whose consent is needed to modify or amend the 2018 Indenture;
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●	reduce the percentage in principal amount of holders of debt securities whose consent is needed to waive compliance with certain provisions of the 2018 Indenture or to waive certain defaults under the 2018 Indenture;
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●	modify any other aspect of the provisions of the 2018 Indenture dealing with modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and
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●	change any obligation to pay additional amounts, as explained above under “Payment of Additional Amounts “.
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Changes Not Requiring Approval

Changes Requiring Majority Approval

Any other change to the 2018 Indenture or the debt securities would require the following approval unless we specify otherwise in the applicable prospectus supplement:

●	if the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series;
●	if the change affects more than one series of debt securities, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
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In each case, any resolution passed or decision taken at any meeting of the holders of a series of debt securities must be in writing.

Further Details Concerning Voting

Sinking Fund

The notes of each series will not be entitled to the benefit of a sinking fund.

Defeasance

The following provisions will be applicable to the notes.

Covenant Defeasance

●	we must deposit in trust for the benefit of all holders of the debt securities of the particular series a combination of cash and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities of the particular series on their various due dates;
●	the “covenant defeasance” must not otherwise result in a breach of the 2018 Indenture or any of our or the guarantor’s material agreements;
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●	no Event of Default must have occurred and remain uncured;
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●	we must deliver to the trustee a legal opinion of our counsel confirming that, under current federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities of the particular series any differently than if we did not make the deposit and just repaid the debt securities of the particular series ourselves at maturity; and
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●	we must deliver to the trustee a legal opinion and officer’s certificate, each stating that all conditions precedent to “covenant defeasance” under the 2018 Indenture have been met.
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Full Defeasance

●	we must deposit in trust for the benefit of all holders of the debt securities of the particular series a combination of cash and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities of the particular series on their various due dates;
●	the “full defeasance” must not otherwise result in a breach of the 2018 Indenture or any of our or the guarantor’s material agreements;
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●	no Event of Default must have occurred and remain uncured;
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●	we must deliver to the trustee a legal opinion confirming that there has been a change in current federal tax law or an IRS ruling that lets us make the above deposit without causing you to be taxed on the debt securities of the particular series any differently than if we did not make the deposit and just repaid the debt securities of the particular series ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities of the particular series would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit; and
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●	we must deliver to the trustee an opinion of counsel and an officer’s certificate, each stating that all conditions precedent to “full defeasance” under the 2018 Indenture have been met.
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Listing

The notes of each series are listed on the New York Stock Exchange.

Guarantee

Exhibit 4.1 Sasol Limited

Registration No 1979/003231/06

THE SASOL 2022 LONG-TERM INCENTIVE PLAN

(“The Plan”)

Approved by the Shareholders of Sasol Limited on 2 December 2022 and amended by the Remuneration Committee in terms of Rule 15.3 on

[15 February 2023]

TABLE OF CONTENTS


1.	INTRODUCTION		3
2.	INTERPRETATION		3
3.	OPERATION OF THIS PLAN		13
3.1.		Basis of Awards	13
4.	PLAN LIMITS		14
4.1.		Overall Company Limit	14
4.2.		Individual limit	15
4.3.		Adjustments	15
5.	AWARDS OF CONDITIONAL SHARES		17
5.1.		Time when Awards may be made	17
5.2.		Award Letter	17
6.	SETTING OF PERFORMANCE CONDITION(S)		18
7.	REVIEW OF PERFORMANCE CONDITION(S) AND VESTING OF AWARDS		19
8.	ELECTION AND SETTLEMENT		21
9.	TERMINATION OF EMPLOYMENT		26
9.1.		Bad leavers	26
9.2.		Good leavers	27
10.	CHANGE OF CONTROL		29
11.	VARIATION IN SHARE CAPITAL AND EFFECT ON AWARDS		31
11.1.		Rights Issue, Capitalisation Issue, subdivision or consolidation of Shares, liquidation, etc	31
12.	FORFEITURE AND LAPSE OF AWARDS		32
13.	FURTHER CONDITIONS		32
14.	DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS		34
15.	AMENDMENTS AND TERMINATION		35
16.	DOMICILIUM AND NOTICES		36
17.	DISPUTES		38
18.	GOVERNING LAW		40

1.	INTRODUCTION
1.1.	The purpose of this Plan is for the Company to provide Executives and selected other senior Employees of the Employer Companies with the opportunity to receive Shares in the Company in the form of Awards. The Plan will furthermore provide Participants with the opportunity to share in the success of the Company, provide alignment between the interests of senior employees of the Group and shareholders of the Company and act as a retention tool for Participants that are high performers and those with critical and scarce skills.
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1.2.	The Plan could be used to make:
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1.2.1.	annual awards of Long-Term Incentives to Employees; and
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1.2.2.	ad hoc awards of Long-Term Incentives to Employees for reasons of appointment, promotion and/or retention,
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the Vesting of which will be subject to the satisfaction by Participants of Employment Conditions and Performance Conditions as determined by RemCom in accordance with Rule 7.2.

1.3.	Participants who received awards between 1 September 2022 and the date of approval of the Plan by the Company’s shareholders, will be deemed to be Participants under this Plan, and the Rules of this Plan will apply to such Participants, notwithstanding this Plan having been approved by the Company’s shareholders after 1 September 2022.
2.	INTERPRETATION
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2.1.	In these Rules, unless inconsistent with the context, the following words and expressions shall have the following meanings set out hereafter -
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2.1.1.	“Accept” the deemed acceptance of an Award by an Employee in terms of Rule 5.2.3, unless the Employee specifically rejects the
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Award and “Accepted” or “Acceptance” shall be construed accordingly;

2.1.2.	“Act” the Companies Act No. 71 of 2008;
2.1.3.	“Additional Shares” such additional number of Shares (rounded down to the nearest whole number in the case of fractions) equal in value to the dividends that that Participant would have received on such number of the Conditional Shares that Vest had he been the owner of the Vested Conditional Shares, during the period from the Award Date to the Vesting Date by reference to the dividend record dates occurring in that period;
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2.1.4.	“ADR” an American Depository Receipt, which is a negotiable certificate issued by a US Bank representing one ordinary share each in the share capital of the Company and which is traded on the New York Stock Exchange;
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2.1.5.	“Auditors” the auditors of the Company from time to time;
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2.1.6.	“Award” or “Long-Term Incentive” or “LTI” a right granted by the Company to a Participant to receive, subject to the satisfaction by Participants of the Employment Condition and Performance Condition(s), a specified number of Conditional Shares, commonly referred to by the Company in its communiques to Participants, as “Long-Term Incentives” or “LTIs”, together with the right to receive any Additional Shares relating thereto;
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2.1.7.	“Award Date” the date, specified in an Award Letter, on which an Award is made to an Employee, being a date not earlier than the date on which it was resolved to make such an Award to the Employee, subject to Rule 1.3;
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2.1.8.	“Award Letter” a letter containing the information specified in Rule 5.2, sent by the Company, or its nominee, to an Employee, informing the Employee of the Award that has been made to him by the Company;
2.1.9.	“Business Day” any day on which the JSE is open for the transaction of its business;
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2.1.10.	“Capitalisation Issue” an issue of capitalisation shares as contemplated in section 47 of the Act;
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2.1.11.	“Change of Control” where a person (or persons acting together in concert), who did not have Control of the Company prior to the Change of Control Date, on the Change of Control Date through a transaction, or series of transactions, acquire/s Control of the Company;
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2.1.12.	“Change of Control Date” the date on which a Change of Control of the Company becomes effective;
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2.1.13.	“Closed Period” a closed period as defined in terms of the JSE Listings Requirements;
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2.1.14.	“Company” Sasol Limited, Registration No 1979/003231/06; a public company duly registered and incorporated with limited liability in accordance with the company laws of South Africa;
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2.1.15.	“Company Secretary” the company secretary of the Company as appointed in terms of the Act from time to time;
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2.1.16.	“Conditional Shares” as regards any Participant, Shares, the Vesting of which is subject to the fulfilment of the Employment
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Condition and Performance Condition(s) as specified in the Award Letter, as adjusted if applicable, in accordance with Rule 11;

2.1.17.	“Control” shall have the meaning assigned to it in sections 2(2)(a), (b) and (c) of the Act, save that “company” when used in section 2(2) shall, in relation to these Rules, be deemed to include a juristic person incorporated in any jurisdiction outside of South Africa;
2.1.18.	“Costs and Expenses” any –
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2.1.18.1.	taxation on the Awards and/or the Vesting of the Conditional Shares and Additional Shares relating thereto;
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2.1.18.2.	other taxes due by the Participant, whether related to this Plan or not, in respect of which liability is imposed on the Company and/or any Employer Company;
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2.1.18.3.	social security charges in respect of which the Participant is liable; and
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2.1.18.4.	costs incurred by the Company or any Employer Company or the nominee company contemplated in Rule 7.5.1 in effecting any sales contemplated in Rule 8.1, including brokerage and Securities Transfer Tax;
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2.1.19.	“Country Schedule” a schedule to these Rules to be adopted as directed by the RemCom, governing participation in the Plan by Participants employed by the Group in jurisdictions other than South Africa. Such Country Schedule shall form part of the Rules, and will govern the Award made in terms hereof;
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2.1.20.	“Date of Termination of Employment” the date upon which a Participant is no longer permanently employed by any Employer Company, being the date upon which the termination of permanent salaried employment of a Participant with the last Employer Company takes effect;
2.1.21.	“Directors” the directors of the Company from time to time;
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2.1.22.	“Employee” any person holding permanent salaried employment with an Employer Company, and who is appointed to a position linked to role category “Operational or Functional Execution” or higher, but excluding any non-executive director of any Employer Company;
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2.1.23.	“Employer Company” the Company or any Subsidiary which employs a Participant;
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2.1.24.	“Employment Condition” the condition of continued employment of the Participant by any one or more of the Employer Company within the Group for the duration of the Employment Period(s), such Employment Period(s) being specified in the Award Letter;
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2.1.25.	“Employment Period” subject to Rule 9, the period commencing on the Award Date and ending on the date as specified in the Award Letter (both dates included) during which the Participant is required to fulfil the Employment Condition, being a period of not less than 3 (three) years (save as contemplated expressly in this Plan);
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2.1.26.	“Executive” a Participant who, at the time of receiving an Award, is:
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2.1.26.1.	an Executive Vice President (which, for purposes of the interpretation of the Rules, includes the President and Chief Executive Officer of the Company), executive directors of the Company and other members of the Group Executive Committee; or a Senior Vice President which comprises members of the group leadership team of the Group, being the role category layer below an Executive Vice President;
2.1.27.	“Financial Year” the financial year of the Company, currently commencing on 1 July of each year, as amended from time to time;
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2.1.28.	“Group” the Company and its Subsidiary/ies from time to time;
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2.1.29.	“JSE” the exchange operated by JSE Limited, Registration No 2005/022939/06, a public company duly registered and incorporated with limited liability in accordance with the company laws of South Africa, licensed as an exchange under the Financial Markets Act, No. 19 of 2012;
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2.1.30.	“JSE Listings Requirements” the Listings Requirements of the JSE, as amended from time to time whether by way of practice note or otherwise;
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2.1.31.	“Liquidation Date” the date on which any application for the final liquidation of the Company is successful;
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2.1.32.	“Majority of Operations” all or the greater part of the assets or undertaking of the Company;
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2.1.33.	“Participant” an Employee to whom an Award has been made under this Plan, including the executor of the Participant’s
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deceased estate, unless, pursuant to Rule 5.2.3, he has specifically declined the Award;

2.1.34.	“Performance Condition(s)” if applicable, condition(s) to be complied with in order for an Award (or relevant portion thereof) to Vest, in addition to the Employment Condition, as contemplated in Rule 6 and set out in the Award Letter;
2.1.35.	“Performance Period” the period (which cannot be less than 3 (three) years (save as contemplated expressly in this Plan) during which the Performance Condition(s) is(are) required to be satisfied as regards the relevant Conditional Shares, as provided for in the applicable Award Letter;
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2.1.36.	“Plan” the Sasol 2022 Long-Term Incentive Plan established by the Company pursuant to, and governed by, these Rules;
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2.1.37.	“Prohibited Period” -
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2.1.37.1.	a Closed Period;
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2.1.37.2.	a period prescribed by statute, order, regulation or directive, or by any corporate governance code adopted by the Company relating to dealings in securities, or the JSE Listings Requirements, as the case may be;
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2.1.37.3.	any other period, as determined by the Company, when in the Company’s sole and absolute discretion, there exists any circumstance which constitutes or may constitute, price sensitive information in relation to the Company’s securities; and
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2.1.37.4.	an additional buffer period determined by the Company in its sole and absolute discretion to permit any price sensitive information being absorbed by the market;
2.1.38.	“Recharge Policy” a policy or agreement in force from time to time between the Company and an Employer Company regulating the funding of the Settlement;
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2.1.39.	“RemCom” the remuneration committee of the Company’s board of Directors for so long as it is responsible for the governance and implementation of the Plan or any other committee of the Company’s board of Directors which becomes responsible for the governance and/or implementation of the Plan;
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2.1.40.	“Retirement” in relation to a Participant, normal or early retirement as determined by the rules of any applicable Employer Company’s retirement funds;
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2.1.41.	“Rights Issue” a rights offer as defined in section 95(1)(l) of the Act and the JSE Listings Requirements;
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2.1.42.	“Rules” these rules of the Plan, as amended from time to time;
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2.1.43.	“Settlement” the delivery of Shares and/or cash to a Participant as contemplated in Rule 8 and the words “Settle” and “Settled” shall bear a corresponding meaning;
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2.1.44.	“Settlement Date” the date on which Settlement shall occur as contemplated in Rule 8, but which cannot occur during a Prohibited Period, unless the Participant made the election set out in Rule 8.1 prior to the start of such Prohibited Period, which applies even as regards Participants who have
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retired or are otherwise no longer employed unless the Company determines otherwise in its sole and absolute discretion;

2.1.45.	“Share” an ordinary share in the share capital of the Company listed on the main board of the JSE or in the case of certain employees as determined by the Company in its sole and absolute discretion, an ADR, as the case may be;
2.1.46.	“Subsidiary” a company incorporated under the Act or a juristic person incorporated in a jurisdiction other than South Africa, which is controlled by the Company as contemplated in section 3 of the Act;
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2.1.47.	“Vest” the unconditional entitlement to Settlement as regards the Conditional Shares together with any Additional Shares relating thereto as determined according to Rule 7.1 and “Vesting” and “Vested” shall be construed accordingly; and
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2.1.48.	“Vesting Date(s)” the date on which Vesting occurs, which cannot occur during a Prohibited Period (and if the Prohibited Period covers a Closed Period, which cannot occur until the 3^rd^ (third) Business Day after the end of that Closed Period, even if the Prohibited Period has ended), which applies even as regards Participants who have retired or are otherwise no longer employed unless the Company determines otherwise in its sole and absolute discretion;
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2.1.49.	“Vesting Notice” the written notice given by the Company to Participants whose Conditional Shares have Vested or will Vest at their last known addresses in each case, notifying them that their Conditional Shares have Vested or will Vest as contemplated in Rules 7.1 and 7.3.
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2.2.	The headings in these Rules are inserted for reference purposes only and shall in no way govern or affect the interpretation hereof.
2.3.	If any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, effect shall be given to it as if it were a substantive provision in the body of these Rules.
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2.4.	Unless the context indicates otherwise, an expression that denotes any gender includes the others; a natural person includes a created entity (corporate or unincorporated) and the singular includes the plural, and vice versa in each case.
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2.5.	References in these Rules to any statutory provisions include a reference to those provisions as amended or replaced from time to time and include any regulations made under them.
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2.6.	When any number of days is prescribed in this Plan, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day shall be the next succeeding day which is a Business Day.
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2.7.	Unless a contrary intention clearly appears -
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2.7.1.	if figures are referred to in numbers and in words and if there is any conflict between the two, the words shall prevail;
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2.7.2.	the words "include", "including" and "in particular" shall be construed as being by way of example or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding word/s;
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2.7.3.	any reference in this plan to another agreement or document shall be construed as a reference to such other agreement or
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document as same may have been, or may from time to time be, amended, varied, novated or supplemented; and

2.7.4.	the words "other" and "otherwise" shall not be construed eiusdem generis with any preceding words if a wider construction is possible.
3.	OPERATION OF THIS PLAN
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3.1.	Basis of Awards
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3.1.1.	The Directors have delegated to RemCom the final authority to decide:
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3.1.1.1.	which category of Employees will participate in the Plan from time to time;
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3.1.1.2.	subject to Rule 4.1, the aggregate number of Conditional Shares to comprise Awards to those Employees who become Participants;
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3.1.1.3.	subject to Rule 4.2, the number of Conditional Shares that may comprise an Award to be granted to an Employee by taking into consideration the Employee’s basic salary or total guaranteed package, role category, performance, potential, retention requirements and market benchmarks;
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3.1.1.4.	the Employment Period and Vesting Date or Vesting Dates as determined by RemCom;
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3.1.1.5.	the terms of the Performance Condition(s);
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3.1.1.6.	the Performance Period(s);
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3.1.1.7.	any other terms; and
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3.1.1.8.	all other issues relating to the governance and administration of the Plan.
3.2.	The Company or its nominee shall issue an Award Letter to every Employee who becomes eligible for participation in the Plan in terms of these Rules.
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3.3.	Pursuant to the Recharge Policy, the Company or Employer Companies will remain responsible for procuring the Settlement of Shares under the Plan in respect of the Participants employed by them on the Settlement Date, or as may otherwise be regulated under the Recharge Policy.
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3.4.	A Participant will not be entitled to any beneficial rights in and to the Shares which are the subject of an Award and any Additional Shares relating thereto, including voting rights, dividend rights, the right to transfer the Shares and rights arising on the liquidation of the Company, prior to the Vesting of such an Award or relevant portion thereof.
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3.5.	The Vesting of the Conditional Shares which comprise an Award in terms of Rule 3.1.1.3 will in all instances be subject to the fulfilment of the Employment Condition and in some cases to the satisfaction of the Performance Condition(s) as determined by RemCom in accordance with Rule 7.2.
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4.	PLAN LIMITS
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4.1.	Overall Company Limit
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4.1.1.	Subject to Rule 4.3, the maximum aggregate number of Shares which may at any time be Settled in respect of this Plan to all Participants shall not exceed 32 000 000 (thirty two million) Shares representing approximately 5% (five per cent) of the Company’s total issued share capital as at 30 June 2022.
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4.1.2.	To determine whether the limit referred to in Rule 4.1.1 has been reached, only the actual number of new Shares allotted and issued by the Company in Settlement of the Awards under this Plan shall be taken to account.
4.1.3.	For the avoidance of doubt, the limit referred to in Rule 4.1.1 shall exclude the following:
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4.1.3.1.	Shares purchased in the market as contemplated in Rule 7.5.1 in Settlement of this Plan; and
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4.1.3.2.	Conditional Shares comprising Awards under the Plan to the extent that the Awards (or parts thereof) are forfeited by a Participant, as no Shares would have been Settled as consequence of the forfeiture of these Awards (or parts thereof).
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4.2.	Individual limit
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Subject to the provisions of Rule 4.3.2, the maximum number of Shares which are Settled in respect of any single Participant under this Plan over any given period of 5 (five) years shall not exceed 320 000 (three hundred and twenty thousand) Shares being 1% (one per cent) of 32 000 000 (thirty two million) Shares. At the end of each 5 (five) year period the Participant in question shall be subject to a new limitation of 1% (one per cent) of 32 000 000 (thirty two million) Shares. For the avoidance of doubt, Conditional Shares which are the subject of Awards which are forfeited and accordingly, are not Settled, will not be included in the aforementioned limit. In the event of a discrepancy between the number of Shares and the percentage of the amount of 320 000 (three hundred and twenty thousand) Shares, which such number represents, the number will prevail.

4.3.	Adjustments
4.3.1.	The RemCom must, where required by the board of Directors,
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adjust the number of Shares available for the Plan stated in Rule 4.1 (without the necessity for the prior approval of shareholders of the Company), to take account of a sub-division or consolidation of the Shares of the Company, a Capitalisation Issue, a dividend in specie, a Rights Issue or a scheme of arrangement as contemplated in section 114 of the Act, including a reduction in the capital of the Company. Such adjustment should give a Participant entitlement to the same proportion of the Shares available to the Plan to which a Participant was previously entitled.

4.3.2.	The RemCom must, where required by the board of Directors, adjust the number of Shares which comprise the individual limit stated in Rule 4.2 (without the necessity for the prior approval of shareholders of the Company) to take account of a Capitalisation Issue, a dividend in specie, a Rights Issue or a scheme of arrangement as contemplated in section 114 of the Act, including a reduction in the capital of the Company. Such adjustment should give a Participant entitlement to the same proportion of the Shares available to the Plan to which a Participant was previously entitled.
4.3.3.	The Auditors, or other independent advisor acceptable to the JSE, shall confirm to the JSE in writing that any adjustment made in terms of Rules 4.3.1 and 4.3.2 has been made in accordance with the Rules.
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4.3.4.	The issue of Shares as consideration for an acquisition, and the issue of Shares for cash (other than a Rights Issue) or a vendor consideration placing will not be regarded as a circumstance that requires any adjustment to the limits stated in Rules 4.1 and 4.2.
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4.3.5.	Any adjustments made in terms of Rules 4.3.1 and 4.3.2 must be reported on in the Company’s annual financial statements in the year during which the relevant adjustment is made.
5.	AWARDS OF CONDITIONAL SHARES
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5.1.	Time when Awards may be made
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An Employee may be selected for participation in the Plan, and an Award may be made to an Employee in accordance with Rule 3 on any day which does not fall in a Prohibited Period.

5.2.	Award Letter
5.2.1.	Award Letters shall be in writing and shall specify the terms of the Award including, as applicable:
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5.2.1.1.	the name of the Employee;
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5.2.1.2.	the Award Date;
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5.2.1.3.	the number of Conditional Shares which comprise the Award;
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5.2.1.4.	the Vesting Date(s);
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5.2.1.5.	the Employment Period(s);
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5.2.1.6.thePerformanceCondition(s)andPerformance Period(s); and

5.2.1.7.	any other relevant terms.
5.2.2.	An Award shall be personal to the Employee to whom the Award Letter is addressed and may only be acted on by such Employee.
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5.2.3.	An Award Letter shall:
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5.2.3.1.	indicate that the Employee will be deemed to have Accepted the Award unless declined by the Employee
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in writing to the Employer Company within a period of not more than 10 (ten) days after the Award Date; and

5.2.3.2.	state that the Award is made on the terms and subject to the conditions of the Rules of the Plan.
5.3.	If an Award Letter specifies any period which would end during a Prohibited Period, the period specified in the Award Letter shall be postponed until the third business day following the expiry of the Prohibited Period concerned.
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5.4.	The Participant will give no consideration to the Company for the Award.
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5.5.	The Award Letter will also stipulate the various options which the Participant has in respect of settling any Costs and Expenses arising from the Vesting of his Conditional Shares.
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6.	SETTING OF PERFORMANCE CONDITION(S)
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6.1.	The Vesting of an Award may, in addition to the fulfilment of the Employment Condition, be subject to the satisfaction of Performance Conditions, and any other terms specified by the RemCom.
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6.2.	Any such Performance Conditions and further condition(s) imposed under Rule 6.1 shall be:
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6.2.1.	objective; and
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6.2.2.	set out in, or attached in the form of a schedule to, the relevant Award Letter.
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6.3.	Should an event occur at any time during the Performance Period(s) which causes the RemCom to consider that the Performance Condition(s) imposed under Rule 6.1 is(are) no longer appropriate, the RemCom may substitute or vary the Performance Condition(s) in such a manner as:
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6.3.1.	is reasonable in the circumstances; and
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6.3.2.	produces a fairer measure of performance and is not materially less or materially more difficult to satisfy.
6.4.	The relevant Award will then continue to be effective as of the Award Date, but subject to the imposition of the Performance Condition(s) as so substituted or varied and communicated in writing by the Company to the Participant.
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6.5.	The maximum vesting which is permissible under any Performance Condition is 200% (two hundred percent) of the Conditional Shares comprising an Award.
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7.	REVIEW OF PERFORMANCE CONDITION(S) AND VESTING OF AWARDS
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7.1.	Subject to Rule 9.2.4 and Rule 10, an Award (or part thereof if different Employment Periods and/or Performance Conditions have been specified as regards different portions of the Conditional Shares subject to the Award) will Vest on the later of:
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7.1.1.	the date or dates on which the Participant has satisfied the Employment Condition(s) as specified in the Award Letter; and
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7.1.2.	to the extent applicable, the date on which the RemCom determines that the Performance Condition(s) which have been imposed by the RemCom, have been satisfied by the relevant Participant, provided that if that determination occurs during a Prohibited Period or a Prohibited Period commences before the Vesting Notice is given, the Vesting shall be deferred until the 3rd (third) Business Day after the end of the Prohibited Period.
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7.2.	As soon as reasonably practicable after the end of the Performance Period in relation to an Award, the RemCom shall review the Performance Condition(s) as specified in the relevant Award Letter and any other
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conditions specified by the RemCom in terms of Rule 6.1 and determine the extent to which these Performance Condition(s) and any other conditions has(have) been satisfied.

7.3.	If the RemCom is satisfied that the Performance Condition(s) and any other conditions specified by the RemCom in terms of Rule 6.1, have been satisfied or partially satisfied as regards any Conditional Shares (if different Employment Periods and/or Performance Conditions have been specified as regards different portions of the Conditional Shares subject to the Award), the RemCom shall in its sole and absolute discretion determine the number of Conditional Shares that will Vest for that Participant as a result of such satisfaction, as well as the number of Additional Shares that will Vest as a result, and notify that Participant in writing of this fact and the Vesting Date and the period within which the elections contemplated in Rule 8.1 may be made, as soon as is reasonably practicable after the RemCom’s determination pursuant to this Rule 7.3 has been made and the Vesting Date is known. If after having given the Vesting Notice, a Prohibited Period intervenes during the period within which the elections contemplated in Rule 8.1 may be made, the Company shall give written notice of that intervening Prohibited Period to the Participants to whom the Vesting Notice was given and who are affected by that Prohibited Period.
7.4.	If the RemCom is satisfied that the Performance Condition(s) and any other conditions specified by the RemCom in terms of Rule 6.1 have not been fulfilled, the portion of the Award linked to the Performance Condition(s) and any other conditions specified by the RemCom in terms of Rule 6.1, will not Vest. The Participant will be notified in writing by the Employer Company of such fact.
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7.5.	Following the Vesting of an Award, the Company shall –
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7.5.1.	unless RemCom decides that the Shares should be acquired in
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the market (in which case they will be acquired, subject to any Prohibited Period), as soon as reasonably possible after the Vesting Date, subject to any Prohibited Period, allot and issue the Conditional Shares which have Vested as regards a Participant in the name of a nominee company, as nominee for the Participants unless they are Participants awarded ADRs, in which case as nominee for the depositary bank which will issue the ADRs to the Participant, in order to facilitate Settlement. To ensure that the benefits of the Conditional Shares accrue for the benefit of Participants from the Vesting Date, the Company may borrow sufficient Shares until the allotment and issue and listing of the requisite Shares occurs, and in such event the allotment and issue shall be made to the securities lender as principal to enable repayment of the securities loan. The costs of the borrowing will be for the account of the Employer Companies concerned; and

7.5.2.	apply for the listing of those Shares which it allots and issues.
8.	ELECTION AND SETTLEMENT
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8.1.	Following the Vesting of an Award and the issuing of the Vesting Notice, the Participant shall be entitled by written notice to be given by the Participant to the Company by completing the electronic form on the Sasol website (or by such other means as may be determined by the Company from time to time) within the period specified in the Vesting Notice (provided that if after the Vesting Notice is given, a new Prohibited Period intervenes, no written election may be made by a Participant affected by such Prohibited Period during such Prohibited Period, but the period referred to in the Vesting Notice for making the elections contained in this Rule 8.1, shall be extended, as regards any Participant affected by that Prohibited Period, to the 3^rd^ (third) day after such new Prohibited Period, to instruct the Company,
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subject to Rule 8.4, either that –

8.1.1.	all the Shares notified in the Vesting Notice to that Participant, shall be sold by the Company and the Participant authorises the Company to use the proceeds, to the extent necessary, to settle the Costs and Expenses;
8.1.2.	some of the Shares notified in the Vesting Notice to that Participant, shall be sold by the Company. The balance of the Shares shall be transferred as contemplated in Rule 8.10.2, provided that unless the Participant pays an amount equal to the Costs and Expenses to the Company prior to Settlement or authorises the Company in writing prior to Settlement to deduct the amount due in respect of Costs and Expenses from the Participant’s remuneration or any other amount due by the Employer Company to the Participant, the Participant will, notwithstanding that the Participant may have made the election in this Rule 8.1.2 in respect of a lesser number of Shares than would be necessary to cover the Costs and Expenses, be deemed to have authorised the Company to sell as many Shares as will cover the Costs and Expenses and to use the proceeds to settle the Costs and Expenses;
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8.1.3.	the Shares shall be transferred as contemplated in Rule 8.10.3, provided that unless the Participant pays an amount equal to the Costs and Expenses to the Company prior to Settlement or authorises the Company in writing prior to Settlement to deduct the amount due in respect of Costs and Expenses from the Participant’s remuneration or any other amount due by the Employer Company to the Participant, the Participant will, notwithstanding that the Participant may have made the election in this Rule 8.1.3, be deemed to have authorised the Company to
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sell as many Shares as will cover the Costs and Expenses and to use the proceeds to settle the Costs and Expenses.

8.2.	If any Participant does not give the notice contemplated in Rule 8.1 within the period referred to in that Rule, that Participant shall be deemed to have elected the option in Rule 8.1.1, unless that would have the result that the Participant would not be in compliance with the minimum shareholding requirement or post-retirement holding period referred to in Rule 8.4, in which case the Participant’s election shall be deferred in respect of such portion that will enable the Participant to be in compliance with such minimum shareholding requirement or post-retirement holding period, save to the extent necessary to cover Costs and Expenses.
8.3.	The Company will not give any reminders to Participants about exercising the elections in Rule 8.1.
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8.4.	No Participant who is required, by reason of his employment or office or otherwise, to hold a minimum number of Shares in the Company and/or retain Shares after termination of employment, shall be entitled to give any notice referred to in Rule 8.1.1 or Rule 8.1.2, if any sale would have the result that the Participant would not be in compliance with that requirement, save to the extent necessary to cover Costs and Expenses.
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8.5.	After the period for making the election in Rule 8.1, the Company will act in accordance with those elections or where elections are not timeously made, in accordance with Rule 8.2, in a manner that in the Company’s sole and absolute discretion results in the relevant group of Participants referred to in Rule 8.6, being treated in the fairest manner possible. Sales will be delayed until the 3^rd^ (third) day after the end of Prohibited Period, unless the Participant made the election referred to in Rule 8.1 before the commencement of the Prohibited Period and the Company is unable to reverse the sales process.
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8.6.	For the purpose of determining the fairest manner referred to in Rule 8.5, all Participants requiring Shares to be sold and who received a Vesting Notice on or around the same date and who –
8.6.1.	do not become subject to a Prohibited Period which occurs after the Vesting Notice shall be treated as a group; and
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8.6.2.	become subject to the same Prohibited Period which occurs after the Vesting Notice, shall be treated as a group.
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8.7.	If the Remcom directs that Shares should be acquired in the market, the Employer Company will incur an expense by paying for such acquisition. In any other case, the Employer Company will make a cash contribution to the Company equal to the subscription price of the total number of Shares which Vested in respect of any Participants employed by that Employer Company.
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8.8.	In circumstances where the tax and/or regulatory requirements of a particular jurisdiction where a Participant is employed by an Employer Company makes Settlement impossible or impractical, the Company can determine in its sole and absolute discretion alternative arrangements for Settlement. Where appropriate, the terms and conditions of such Award may be set out in a separate Country Schedule, approved by the Employer Company.
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8.9.	The Participant is liable for all Costs and Expenses. In order for the Participant to meet the Costs and Expenses, the Company is authorised to deduct from the proceeds of any sales contemplated in Rule 8.1.1 or 8.1.2 (read with Rule 8.10.3) or the proviso contemplated in Rule 8.1.3, all such Costs and Expenses.
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8.10.	No Settlement will take place unless and until a final tax directive, if applicable, has been obtained from the relevant tax authority(ies) as to the
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tax due by such Participant whether with regard to any Award or otherwise. When there is a shortfall relating to a Participant’s tax liability, further Shares may be sold to enable Rule 8.8 to be complied with.

8.11.	Settlement shall not occur until all the Shares required to be sold by Participants who received a Vesting Notice on or around the same date, have been sold. Settlement shall occur on the Settlement Date, subject in the case of each Participant to compliance with Rules 8.4 and 8.8, if the Participant makes the election in –
8.11.1.	Rule 8.1.1, by the deduction to the extent necessary of the Costs and Expenses from the proceeds of the sale and as to the balance by payment to the Participant;
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8.11.2.	Rule 8.1.2, by the deduction to the extent necessary of the Costs and Expenses from the proceeds of the sale and if the proceeds were not sufficient from an additional disposal applying the proviso in Rule 8.1.3 mutatis mutandis and as to the balance, if any, by payment to the Participant and as to the Shares not sold, in the case of –
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8.11.2.1.	Participants awarded ADRs, they will be transferred on the Settlement Date to the depositary bank which will issue the ADRs to the Participant concerned;
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8.11.2.2.	the other Participants, will be transferred on the Settlement Date into the name of the Participant or its CSDP, as directed in the written notice given by the Participant;
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8.11.3.	Rule 8.1.3, to the extent that the proviso applies, by the deduction to the extent necessary of the Costs and Expenses from the proceeds of the sale and as to the balance, if any, to the
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Participant and as to the Shares not sold, in the case of –

8.11.3.1.	Participants awarded ADRs, they will be transferred on the Settlement Date to the depositary bank which will issue the ADRs to the Participant concerned;
8.11.3.2.	the other Participants, will be transferred on the Settlement Date into the name of the Participant or its CSDP, as directed in the written notice given by the Participant.
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8.12.	The Company shall use reasonable endeavours to ensure that Settlement occurs within 30 (thirty) days from the Vesting Date, subject to the provisions of this Plan.
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8.13.	No interest shall be payable to any Participant for any reason whatsoever.
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9.	TERMINATION OF EMPLOYMENT
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9.1.	Bad leavers
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If a Participant’s employment with any Employer Company terminates before the Vesting Date as a consequence of:

9.1.1.	his resignation;
9.1.2.	his dismissal by the Employer Company on grounds of misconduct, proven poor performance or proven dishonesty or fraudulent conduct or conduct against the interest of the Group or its shareholders;
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9.1.3.	an agreement entered between the Employer Company and the Participant in terms of which a Participant’s employment is terminated by mutual agreement, other than retrenchment;
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9.1.4.	his abscondment; or
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9.1.5.	any other reason other than those stated in Rule 9.2,

then, unless otherwise determined by Remcom in its sole and absolute discretion, all unvested Awards allocated to that Participant will be forfeited in their entirety by that Participant immediately on the Date of Termination of Employment. For the avoidance of doubt, any Awards allocated to that Participant which have already Vested will be unaffected by this Rule 9.1.

9.2.	Good leavers
9.2.1.	If a Participant’s employment with any Employer Company terminates before the Vesting Date as a consequence of:
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9.2.1.1.	his death;
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9.2.1.2.	his Retirement;
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9.2.1.3.	his retrenchment, as determined to the satisfaction of the RemCom;
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9.2.1.4.	his being injured, having a disability or ill-health, in each case as certified by a qualified medical practitioner nominated by the relevant Employer Company or otherwise determined to the satisfaction of the RemCom;
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9.2.1.5.	the Participant’s Employer Company ceasing to be a member of the Group or the undertaking in which he is employed being transferred to a transferee which is not a member of the Group; or
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9.2.1.6.	the Employer Company making a determination to terminate his employment, in its sole and absolute discretion, for any other reason,
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the unvested Awards allocated to that Participant will be dealt with by the Company pursuant to Rules 9.2.2 and/or 9.2.3, as the case may be.

9.2.2.	If the Participant’s employment with an Employer Company is terminated for any of the reasons referred to in Rule 9.2.1 within 270 (two hundred and seventy) days of the Award Date (calculated by applying Rule 2.6), the Award made to the Participant on that Award Date will be forfeited in its entirety on the Date of Termination of Employment. For the avoidance of doubt, any Awards allocated to that Participant which have already Vested will be unaffected by this Rule 9.2.2.
9.2.3.	If the Participant’s employment is terminated as contemplated in Rule 9.2.1.2, 9.2.1.3, 9.2.1.4, 9.2.1.5 or 9.2.1.6, as the case may be, after 270 (two hundred and seventy) days of the Award Date (calculated by applying Rule 2.6), the Participant will continue to participate in the Plan, in terms of the Rules, beyond the Date of Termination of Employment except that the Employment Condition(s) will no longer apply, unless the Remcom determines in its sole and absolute discretion that the relevant portion of his Award(s) shall Vest in accordance with Rule 9.2.4.
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9.2.4.	If the Participant’s employment is terminated as contemplated in Rule 9.2.1.1 occurring after 270 (two hundred and seventy) days of the Award Date (calculated by applying Rule 2.6), the relevant portion of his Award(s) shall Vest as soon as reasonably possible after the Date of Termination of Employment, but after the RemCom has determined in its sole and absolute discretion the extent to which the Performance Condition(s) and any other
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conditions specified by the RemCom in terms of Rule 6.1 have been satisfied in accordance with Rule 7.2 and the portion which shall Vest. The remaining portion of the Award will be forfeited in its entirety on the Date of Termination of Employment; provided that the RemCom may decide that the complete Award (and not a portion thereof) will Vest in that Participant pursuant to Rule 7.1.

9.3.	For the purposes of this Rule 9, a Participant will not be treated as ceasing to be an Employee of an Employer Company if, on the same date on which he ceases to be an Employee of an Employer Company, he is employed by another Employer Company.
10.	CHANGE OF CONTROL
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10.1.	In the event of a Change of Control of the Company occurring before a particular Vesting Date which directly results in:
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10.1.1.	the Shares ceasing to be listed on the JSE;
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10.1.2.	the Majority of Operations of the Company being merged with those of another company or companies; or
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10.1.3.	the Plan being terminated;
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a portion of the Award held by a Participant will Vest as soon as reasonably practicable after the Change of Control Date, provided that the RemCom has determined in its sole and absolute discretion the extent to which the Performance Condition(s) set by the RemCom in terms of Rule 6.1 have been met in accordance with Rule 7 and the portion of the Award which will Vest.

10.2.	To the extent that there is more than one Vesting Date and more than one Employment/Performance Period in respect of a particular Award, the

determination of what portion of the Award which shall Vest in the Participant shall be carried out in respect of each such Condition /Period by the RemCom in its sole and absolute discretion.

10.3.	The portion of the Award that does not Vest in a Participant as a result of the Change of Control will, except on the termination of the Plan as envisaged in Rule 10.1.3 in which case such Award will be forfeited by the Participant, continue to be subject to the terms of the Award Letter relating thereto unless the RemCom determines that the terms of the Award Letter relating thereto are no longer appropriate. In that case the RemCom shall make such adjustments to the number of Conditional Shares or convert Awards into awards in respect of shares in one or more other companies in the Group, provided that the Participants are no worse off than they would have been had there been no Change of Control. The RemCom may also vary the Performance Condition(s) relating to the Award in accordance with Rule 6.
10.4.	If any other event happens which may affect the Awards, including the Shares ceasing to be listed on the JSE (unless pursuant to a Change of Control as referred to in Rule 10.1.1), there being an internal restructuring of the Group or any other event which does not involve:
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10.4.1.	any Change of Control; or
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10.4.2.	any change in the ultimate Control of the Company; or
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10.4.3.	a Change of Control which does not result directly in an event specified in Rule 10.1.1, 10.1.2 or 10.1.3,
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the Award held by a Participant shall not Vest as a consequence of that event and shall continue to be governed by the Rules of the Plan. However, the RemCom may take such action as it considers appropriate in its sole and absolute discretion to protect the interests of Participants following the

occurrence of such event, including converting Awards into awards in respect of shares in one or more other companies in the Group, provided that the Participant is no worse off than he would have been had had there been no occurrence of such event. The RemCom may also vary the Performance Condition(s) relating to Conditional Shares in accordance with Rule 6.3 as long as the Participant in aggregate is not worse off.

11.	VARIATION IN SHARE CAPITAL AND EFFECT ON AWARDS
11.1.	Rights Issue, Capitalisation Issue, subdivision or consolidation of Shares, liquidation, etc.
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11.1.1.	In the event of a:
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11.1.1.1.	Rights Issue; or
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11.1.1.2.	Capitalisation Issue; or
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11.1.1.3.	subdivision of Shares; or
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11.1.1.4.	consolidation of Shares; or
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11.1.1.5.	the Company entering into a scheme of arrangement as contemplated in section 114 of the Act; or
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11.1.1.6.	the Company making distributions, including a reduction of capital and a distribution in specie,
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Participants shall continue to participate in the Plan. The RemCom may make such adjustment as it considers appropriate to the number of Conditional Shares (excluding Additional Shares) comprised in the relevant Award to place Participants in no worse a position than they were prior to the occurrence of the relevant event. For the avoidance of doubt, no adjustment shall apply to any Additional Shares. The Auditors, or other

independent advisor acceptable to the JSE, shall confirm to the JSE in writing that any adjustment made in terms of Rule 11 has been properly calculated, in accordance with the Rules.

11.2.	The issue of Shares as consideration for an acquisition, and the issue of Shares for cash (other than a Rights Issue) and the issue of Shares for a vendor consideration placing will not be regarded as a circumstance that requires any adjustment to Awards.
11.3.	The Company shall notify the Participants of any adjustments which are made under Rule 11.1.
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12.	FORFEITURE AND LAPSE OF AWARDS
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12.1.	Notwithstanding any other provision of the Rules, an Award shall lapse on the earliest of:
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12.1.1.	the date on which the RemCom determines in its sole and absolute discretion that the Performance Condition(s) imposed by RemCom under Rule 6.1, in relation to Conditional Shares, has(have) not been satisfied either in whole or in part in respect of the Award and can no longer be satisfied;
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12.1.2.	subject to Rules 8 and 10, the Date of Termination of Employment;
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12.1.3.	the Liquidation Date; and
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12.1.4.	any other date provided for under these Rules.
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12.2.	If the Company is placed into liquidation, other than for purposes of reorganisation, an Award of Conditional Shares shall ipso facto lapse as from the Liquidation Date.
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13.	FURTHER CONDITIONS
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13.1.	Where the Company incurs costs in relation to the Settlement of an Award,
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whether in the form of the cash contribution or otherwise which do not form part of the Costs and Expenses recoverable from a Participant, the Company will recharge such costs to the relevant Employer Company in terms of the applicable Recharge Policy.

13.2.	If Vesting or Settlement should -
13.2.1.	be in contravention of any code adopted by the Company relating to dealings in securities by Directors; or
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13.2.2.	be prohibited by insider trading legislation or any other legislation or regulations,
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Vesting or Settlement shall be postponed until the 3^rd^ (third) Business Day following the expiry of such event.

13.3.	The rights of Participants under this Plan are determined exclusively by these Rules as read with the Award Letters.
13.4.	Except as otherwise provided in the Rules, the Participant has no right to any compensation, damages or any other sum or benefit by reason of the fact that:
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13.4.1.	he ceased to be a Participant in the Plan; or
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13.4.2.	any of his rights or expectations under this Plan were reduced or lost; or
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13.4.3.	in the past the Company had notified him of his options contemplated in Rule 8.1, but the Company failed to do so on any one or more other occasions; or
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13.4.4.	the Company failed to sell any of the Shares in respect of which a notice contemplated in Rule 8.1.1 or 8.1.2 was given by a Participant or in respect of which a deemed election to sell became applicable as contemplated in the proviso to Rule 8.1.2
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or Rule 8.1.3, within a reasonable time or sold them at a price which was less than the price which would have been obtained had the Company sold those Shares at an earlier or a later date.

13.5.	Where a Participant is transferred from one Employer Company to another Employer Company:
13.5.1.	all Awards granted to such Participant by the first Employer Company shall remain in force on the same terms and conditions as set out in these Rules and the relevant Award Letter; and
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13.5.2.	the second Employer Company shall assume a pro rata portion of the first Employer Company's obligations in respect of the relevant Awards in consideration for obtaining the Participant's services from the first Employer Company.
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14.	DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS
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The Company shall disclose in its annual financial statements, to the extent required by the Act or the JSE Listings Requirements, the number of Shares that may be utilised for purposes of the Plan at the beginning of the accounting period, changes in such number during the accounting period (including by reason of consolidations or sub-divisions) and the balance of Shares available for utilisation for purposes of the Plan at the end of the accounting period.

15.	AMENDMENTS AND TERMINATION
15.1.	Subject to the provisions of this Rule 15, the RemCom may at any time, alter, vary or add to these Rules as it thinks fit. Amendments to these Rules may only affect Awards to Participants that have already been made, subject to the respective applicable JSE Listings Requirements; provided that, if an amendment is to the material disadvantage of Participants, as proven to the Company by any Participants, a majority of Participants materially disadvantaged by the amendment shall have approved such amendment.
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15.2.	Except as provided in Rule 15.3 the provisions relating to:
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15.2.1.	the category of persons who are eligible for participation in the Plan as envisaged in Rule 2.1.22;
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15.2.2.	the number of Shares that may be utilised for the Plan as envisaged in Rule 4.1;
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15.2.3.	the individual limitations on benefits or maximum entitlements to Shares envisaged in Rule 4.2;
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15.2.4.	the voting, dividend and other rights attached to the Awards, including those arising on a liquidation of the Company, envisaged in Rules 3.4 and 12.1.3;
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15.2.5.	the basis for determining Awards as stipulated in Rule 3.1;
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15.2.6.	the adjustment of Awards and price in the event of a variation of capital of the Company as stipulated in Rule 4.3;
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15.2.7.	the procedure to be adopted in respect of the Vesting of Conditional Shares in the event of a Change of Control as stipulated in Rule 10.1, or in any other event which may affect the Awards (excluding a Change of Control) as stipulated in Rule 10.4;
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15.2.8.	the procedure to be adopted in respect of the Vesting of Conditional Shares in the event of the termination of employment as envisaged in Rule 9; and
15.2.9.	the terms of this Rule 15.2,
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may not be amended without the prior approval of the JSE and by ordinary resolution of shareholders of the Company entitled to exercise at least 75% (seventy five percent) of the voting rights exercisable on that decision, excluding all of the votes attached to all Shares owned and controlled by persons who are existing Participants in the Plan and which have been acquired under the Plan.

15.3.	The RemCom may make minor amendments to these Rules for ease of the administration of the Plan, to comply with, or take account of, the provisions of any proposed or existing legislation or, subject to JSE approval, to obtain or maintain favourable taxation or regulatory treatment of any Company or any Employer Company or any present or future Participant.
15.4.	The RemCom may terminate the Plan at any time, but Awards granted to Participants before such termination will continue to be valid and shall be dealt with in terms of the Rules of the Plan.
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16.	DOMICILIUM AND NOTICES
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16.1.	The parties choose domicilium citandi et executandi for all purposes arising from this Plan, including, without limitation, the giving of any notice, the delivery of Shares, the serving of any process, as follows:
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16.1.1.	the Company, the Company Secretary and the RemCom: Sasol Place

50 Katherine Street Sandton

Tel: +27 010 3445000

16.1.2.	each Participant - The physical address and electronic address from time to time reflected in the Employer Company's payroll system.
16.2.	Any of the above parties shall be entitled from time to time, by written notice to the other, to vary its domicilium to any other physical address within the Republic of South Africa and/or (in the case of a Participant) his electronic address; provided that in the case of a Participant such variation is also made to his details on the Employer Company's payroll system.
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16.3.	Any notice given and any delivery made by any of the above persons to any other which:
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16.3.1.	is delivered by hand during the normal business hours of the addressee at the addressee's domicilium for the time being shall be rebuttably presumed to have been received by the addressee at the time of delivery;
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16.3.2.	is delivered by courier during the normal business hours of the addressee at the addressee's domicilium for the time being shall be rebuttably presumed to have been received by the addressee on the 3^rd^ (third) day after the date of the instruction to the courier to deliver to the addressee; and
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16.3.3.	is posted by prepaid registered post from an address within the Republic of South Africa to the addressee at the addressee's domicilium for the time being shall be rebuttably presumed to have been received by the addressee on the 7^th^ (seventh) day after the date of posting.
16.4.	Any notice given that is transmitted by electronic mail to the addressee at the addressee's electronic address for the time being shall be rebuttably presumed until the contrary is proved by the addressee to have been received by the addressee on the date of successful transmission thereof.
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16.5.	In the case of any notice or document given to the Company pursuant to the Plan, delivered or sent by post to its registered office or such other address as may be specified by the Company, such notice or document:
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16.5.1.	must be marked for the attention of the Company Secretary; and
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16.5.2.	will not be deemed to have been received before actual receipt by the Company Secretary.
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16.6.	Notwithstanding anything to the contrary herein contained, a written notice or document which is actually received by a person shall be adequate for purposes of this Plan notwithstanding that such notice or document was not received at that party’s domicilium citandi et executandi.
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17.	DISPUTES
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17.1.	Any dispute arising under the Plan shall be decided by arbitration in the manner set out in this Rule 17 (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction).
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17.2.	The arbitration shall be held subject to the provisions of this Plan -
17.2.1.	at Johannesburg (participating in person or by electronic communication);
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17.2.2.	informally;
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17.2.3.	otherwise in accordance with the provisions of the Arbitration Act, No. 42 of 1965,
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it being the intention of the parties that, if possible, the arbitration shall be held and concluded within 21 (twenty-one) Business Days, after it has been demanded.

17.3.	The arbitrator shall be, if the question in issue is:
17.3.1.	primarily an accounting matter, an independent accountant with not less than 15 (fifteen) years’ experience agreed upon between the parties. In the event that the parties cannot agree within 7 (seven) Business Days, a chartered accountant to be nominated by the Chairperson (or if his title has changed, or if this office no longer exists, the equivalent office no matter what it may be titled) for the time being of the South African Institute of Chartered Accountants;
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17.3.2.	primarily a legal matter, a practising senior counsel or attorney with no less than 15 (fifteen) years standing agreed upon between the parties. In the event that the parties cannot agree within 7 (seven) Business Days, a practising attorney nominated by the President (or if this title has changed, or if this office no longer exists, the equivalent office no matter what it may be titled) for time being of the Law Society of the Northern Provinces or instead the relevant Provincial Council once established under the Legal Practices Act, 2014;
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17.3.3.	any other matter, an independent person agreed upon between the parties.
17.4.	An aggrieved party may appeal against the arbitration award within 10 (ten) Business Days after receipt of the arbitration award by lodging a notice of appeal with the other party.
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17.5.	Any party to the arbitration shall be entitled to have the arbitration award made an order of court of competent jurisdiction.
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17.6.	Where an appeal is made, 2 (two) practising senior counsel of at least 15 (fifteen) years standing shall be appointed as chairpersons of the appeal. If the parties are unable to agree on the chairpersons for the appeal the provisions of Rule 17.3 shall mutatis mutandis apply with the changes required by the context. The chairpersons shall meet the parties within 7 (seven) Business Days after their appointment to determine the procedure for the appeal.
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18.	GOVERNING LAW
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South African law governs the Plan.

This Plan was duly adopted at the annual general meeting of Sasol Limited held on 2 December 2022 and was available for inspection at the Company’s registered office for at least 14 (fourteen) days prior to the annual general meeting.

	Group Company Secretary

Exhibit 8.1

LIST OF SIGNIFICANT SUBSIDIARIES


Name	Nature of business	%<br>ownership	Country of<br>incorporation
Sasol Mining (Pty) Ltd	Coal mining activities	89,8	South Africa<br><br>
Sasol Mining Holdings (Pty) Ltd	Holding company for the group’s mining interests<br><br>	100	South Africa<br><br>
Sasol Technology (Pty) Ltd	Engineering services, research and development and technology transfer<br><br>	100	South Africa
Sasol Financing Limited	Management of cash resources, investment and procurement of loans (for South African operations) and other general treasury activities<br><br>	100	South Africa
Sasol Investment Company (Pty) Ltd<br><br>	Holding company for the group’s foreign investments and investment in moveable and immovable property<br><br>	100	South Africa
Sasol South Africa Limited<br><br>	Integrated petrochemicals and energy company.	100	South Africa
Sasol Oil (Pty) Ltd	Production and marketing of liquid fuels, base oils, lubricants and other products<br><br>	75	South Africa<br><br>
Sasol Chemical Holdings International (Pty) Ltd<br><br>	Holding company for some of the Sasol Group’s international chemical business interests	100	South Africa
Sasol UK Limited	Marketing and distribution of chemical products<br><br>	100	United Kingdom
Sasol Chemicals Pacific Limited	Marketing and distribution of chemical products<br><br>	100	Hong Kong
Sasol Financing International Limited	Management of cash resources, investment and procurement of loans (for operations outside South Africa)<br><br>	100	Isle of Man
Sasol Gas (Pty) Ltd	Selling, marketing and transportation of gas and any related services	100	South Africa
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<br><br>	100	South Africa
Sasol Africa (Pty) Ltd	Exploration, development, production, marketing and distribution of natural oil and gas and associated products<br><br>	100	South Africa
Sasol Middle East and India (Pty) Ltd	Develop and implement international GTL and CTL ventures and any other related matters<br><br>	100	South Africa
National Petroleum Refiners of South Africa (Pty) Ltd<br><br>	Refining of petroleum feedstocks into finished and unfinished petroleum products	47,73	South Africa

	<br><br>
Sasol Chemie GmbH and Co. KG	Investment in the Sasol Germany GmbH, Sasol Solvents Germany GmbH and Sasol Performance Chemicals GmbH<br><br>	100	Germany
Sasol Germany GmbH	Production, marketing and distribution of chemical products<br><br>	100	Germany
Sasol Italy SpA	Trading and transportation of oil products, petrochemicals and chemical products and derivatives<br><br>	99,95	Italy
Sasol Holdings (USA) (Pty) Ltd	Holding company for the group’s interests in the United States<br><br>	100	South Africa
Sasol Chemicals (USA) LLC	Production, marketing and distribution of chemical products<br><br>	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 group’s Asia Pacific investments<br><br>	100	South Africa
Sasol European Holdings Limited	Resale of Sasol chemical products into UK / Ireland market area<br><br>	100	United Kingdom
Sasol Financing International Limited	Management of cash resources, investments and procurement of loans (for our foreign operations)<br><br>	100	South Africa
Sasol (USA) Corporation	Holds and manages our interests and operations in the United States<br><br>	100	United States

SIGNIFICANT INCORPORATED JOINTLY CONTROLLED ENTITIES


Name	Nature of business	Interest %	Country of<br>incorporation
Ixia Coal (Pty) Ltd	Investment activities Sasol Mining	49<br><br>	South Africa
ORYX GTL Limited (QSC)	Manufacturing and marketing of synthetic fuels from gas<br><br>	49	Qatar
Sasol Dyno Nobel (Pty) Ltd<br><br>	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<br><br>	49	Mozambique
Strategic Energy Technology Systems Private Limited	Prospecting, exploration, production, exploitation of mineral oil, petroleum, oil, gas and other similar or allied substances<br><br>	50	India
Louisiana Integrated Polyethelyne JV, LLC	Plastic Resin and Synthetic Fiber Manufacturing (Ethane cracker and low and linear-low density polyethylene plant)	50	United States

Exhibit **** 12.1

CE R TIFI CA TIONS

I, Simon Baloyi, certify that:

1.	I have reviewed this annual report on Form 20-F of Sasol Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and

15d-15(e)) and internal control over financial reporting (as defined in Exchange Act

Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarise and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: 06 September 2024
	By:	/s/ SIMON BALOYI
		Simon Baloyi
		President and Chief Executive Officer

Exhibit 12.2

CERTIFICATIONS

I, Walt Bruns, certify that:

1.	I have reviewed this annual report on Form 20-F of Sasol Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarise and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: 06 September 2024
	By:	/s/ WALT BRUNS
		Walt Bruns
		Chief Financial Officer

Exhibit 13.1

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 2023, 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:

1.	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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---	---	---
Date: 06 September 2024
	By:	/s/ SIMON BALOYI
		Simon Baloyi
		President and Chief Executive Officer


Date: 06 September 2024
	By:	/s/ WALT BRUNS
		Walt Bruns
		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.

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-270369) and Form F-3 (No. 333-259716) of Sasol Limited of our report dated 1 September 2023, except for the effects of the revision discussed in Note 1.1 to the consolidated financial statements, as to which the date is 6 September 2024, relating to the consolidated financial statements, which appears in this Form 20-F.

/s/ PricewaterhouseCoopers Inc.

Johannesburg, Republic of South Africa

6 September 2024 1

Exhibit 15.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements on Form S-8 (No. 333-270369) and Form F-3 (No. 333-259716) of our reports dated September 6, 2024 with respect to the consolidated financial statements of Sasol Limited and the effectiveness of internal control over financial reporting.

/s/ KPMG Inc.

Johannesburg, Republic of South Africa

September 6, 2024

Exhibit 15.3

PricewaterhouseCoopers Inc., 4 Lisbon Lane, Waterfall City, Jukskei View, 2090<br>Private Bag X36, Sunninghill, 2157, South Africa<br>T: +27 (0) 11 797 4000, F: +27 (0) 11 209 5800, www.pwc.co.za<br>Chief Executive Officer: L S Machaba<br>The Company's principal place of business is at 4 Lisbon Lane, Waterfall City, Jukskei View, where a list of directors' names is available for inspection.<br>Reg. no. 1998/012055/21, VAT reg.no. 4950174682.<br>6 September 2024<br>Securities and Exchange Commission<br>100 F Street, N.E.<br>Washington, DC 20549<br>Commissioners:<br>We have read the statements made by Sasol Limited (copy attached), which we understand will be<br>filed with the Securities and Exchange Commission, pursuant to Item 16F of Form 20-F of Sasol<br>Limited dated 6 September 2024. We agree with the statements concerning our Firm contained<br>therein.<br>Very truly yours,<br>PricewaterhouseCoopers Inc.<br>Johannesburg, Republic of South Africa
101<br>Audit-related fees consist of the review of<br>documents filed with regulatory authorities,<br>consultations concerning financial accounting and<br>reporting standards, review of security controls and<br>operational effectiveness of systems, due diligence<br>related to acquisitions and employee benefit plan<br>audits.<br>Tax fees include fees billed for tax compliance<br>services, including assistance in the preparation of<br>original and amended tax returns; tax consultations,<br>such as assistance in connection with tax audits and<br>appeals; tax advice relating to acquisitions, transfer<br>pricing, and requests for rulings or technical advice<br>from tax authorities; and tax planning services and<br>expatriate tax compliance, consultation and planning<br>services.<br>All other fees consist of fees billed which are<br>not included under audit fees, audit related fees or tax<br>fees.<br>Audit committee approval policy<br>In accordance with our audit committee pre-approval policy, all audit and non-audit services<br>performed for us by our independent accountants were<br>approved by the audit committee of our board of<br>directors, which concluded that the provision of such<br>services by the independent accountants was<br>compatible with the maintenance of that firm’s<br>independence in the conduct of its auditing functions.<br>In terms of our policy, non audit services not<br>exceeding R2 million that fall into the categories set out<br>in the pre-approval policy, do not require pre-approval<br>by the audit committee, but are pre-approved by the<br>Senior Vice President: Financial Controlling and<br>Governance. All non audit services exceeding R2<br>million are pre-approved by the Chief Financial<br>Officer. The audit committee is notified twice a year of<br>services approved within this threshold.<br>The total aggregate amount of non-audit fees<br>in any one financial year must be less than 20% of the<br>total audit fees for Sasol’s annual audit engagement,<br>unless otherwise directed by the audit committee. In<br>addition, services to be provided by the independent<br>accountants that are not within the category of<br>approved services must be approved by the audit<br>committee prior to engagement, regardless of the<br>service being requested and the amount, but subject to<br>the restriction above.<br>Requests or applications for services that<br>require specific separate approval by the audit<br>committee are required to be submitted to the audit<br>committee by both management and the independent<br>accountants and must include a detailed description of<br>the services to be provided and a joint statement<br>confirming that the provision of the proposed services<br>does not impair the independence of the independent<br>accountants.<br>No work was performed by persons other than<br>the principal accountant’s employees on the principal<br>accountant’s engagement to audit Sasol Limited’s<br>financial statements for 2023<br>Item 16.D EXEMPTIONS FROM THE LISTING<br>STANDARDS FOR AUDIT COMMITTEES<br>Not applicable.<br>Item 16.E PURCHASES OF EQUITY<br>SECURITIES BY THE ISSUER AND<br>AFFILIATED PURCHASERS<br>Total Maximum<br>number of number of<br>shares shares<br>Total Average Shares purchased that may<br>number of price cancelled as part of yet be<br>ordinary paid under the share publicly purchased<br>shares per repurchase announced under the<br>Period repurchased share scheme programmes programmes<br>For the year ended<br>30 June 2024<br>2023-07-01 to 2024-<br>06-30 — — — — —<br>— — —<br>Item 16.F CHANGE IN REGISTRANT’S<br>CERTIFYING ACCOUNTANT<br>On 20 March 2023, KPMG Inc (KPMG) was<br>appointed by the Sasol Limited’s board of directors as<br>the Company’s independent principal accountants for<br>the financial year ending June 30, 2024 after a formal<br>tender process to appoint a new independent registered<br>public accounting firm in accordance with Company’s<br>auditor rotation policy . The appointment of KPMG<br>was approved by shareholders at the Company’s annual<br>general meeting on 19 January 2024 as recommended<br>by the board of directors. The change of auditors was<br>made pursuant to prevailing corporate governance<br>practice.<br>PricewaterhouseCoopers Inc. (“PwC”)<br>resigned as independent principal accountants of the<br>Company on conclusion of its responsibilities relating<br>to the June 30, 2023 financial year audit, which was<br>concluded during September 2023.
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102<br>The reports of PwC on the Company’s<br>consolidated financial statements for the past two fiscal<br>years did not contain an adverse opinion or a disclaimer<br>of opinion, and were not qualified or modified as to<br>uncertainty, audit scope, or accounting principles. In<br>connection with the audits of the Company’s financial<br>statements for each of the two fiscal years ended June<br>30, 2022 and 2023, there were<br>(i) no disagreements with PwC, as that<br>term is used in Item 16F(a)(1)(iv) of<br>Form 20-F over any matters of<br>accounting principles or practices,<br>financial statement disclosure, or<br>auditing scope or procedures, which,<br>if not resolved to the satisfaction of<br>PwC, would have caused PwC to<br>make reference to the matter in their<br>report and<br>(ii) there were no “reportable events” as<br>defined in Item 16F(a)(1)(v) of Form<br>20-F except for the material weakness<br>in the Company’s internal control<br>over financial reporting with respect<br>to the level of precision applied to the<br>impairment assessments performed<br>on all cash generating units across the<br>South African integrated value chain<br>within the Energy and Chemicals<br>Africa segments as disclosed in the<br>Company’s prior filings on Form 20-<br>F with the SEC.<br>Sasol has provided PwC with a copy of the<br>foregoing disclosure and has requested PwC to provide<br>it with a letter addressed to the SEC stating whether or<br>not PwC agrees with the above statements. A copy of<br>such letter, exhibit 15.3 in which PwC state they agree<br>with such disclosure, is filed as an exhibit to this annual<br>report on Form 20-F. See “Item 19: Exhibits to the<br>Form 20-F—Exhibit 15.3. “Letter from<br>Pricewaterhouse Coopers Inc. to the Securities and<br>Exchange Commission regarding a change in<br>registrant’s certifying accountant”<br>During the two fiscal years ended 30 June<br>2023 and 2022, neither we nor anyone acting on our<br>behalf consulted with KPMG concerning (i) the<br>application of accounting principles to a specific<br>completed or contemplated transaction, or the type of<br>audit opinion that might be rendered on our<br>consolidated financial statements and no written or oral<br>advice was provided by KPMG that was an important<br>factor considered by us in reaching a decision as to any<br>accounting, auditing or financial reporting issue, or (ii)<br>any matter that was either the subject of a disagreement<br>(as that term is used in Item 16F(a)(1)(iv) of Form 20-F<br>and the related instructions to Item 16F) or a<br>"reportable event" (as defined in Item 16F(a)(1)(v) of<br>Form 20-F).<br>Item 16.G CORPORATE GOVERNANCE<br>Sasol maintains a primary listing of its<br>ordinary shares and Sasol BEE ordinary shares on the<br>Johannesburg Stock Exchange operated by the JSE and<br>a listing of ADSs on the NYSE. We have compared<br>our corporate governance practices to those for<br>domestic US companies listed on the NYSE and<br>confirm that we comply substantially with such NYSE<br>corporate governance standards and there were no<br>significant differences at 30 June 2024.<br>Refer to “Integrated Report—Governance” as<br>contained in Exhibit 99.7, for further details of our<br>corporate governance practices.<br>Item 16.H MINE SAFETY DISCLOSURE<br>Not applicable.<br>Item 16.I DISCLOSURE REGARDING FOREIGN<br>JURISDICTIONS THAT PREVENT<br>INSPECTIONS<br>Not applicable.<br>Item 16.J INSIDER TRADING POLICIES<br>The Company has adopted an Insider Trading<br>Policy (the Policy) that aims to ensure compliance with<br>applicable insider trading laws, rules, regulations and<br>applicable listing requirements. The Policy governs the<br>purchase, sale and other dispositions of Sasol’s<br>securities by directors, senior management and<br>employees.<br>Refer to “Insider Trading Policy and<br>procedures” as contained in Exhibit 98.1, for further<br>details of our Insider Trading Policy.<br>Item 16.K CYBERSECURITY<br>Risk Management and Strategy<br>Sasol considers cybersecurity as a top risk and<br>has strong governance and assurance management<br>processes in place to provide oversight over the<br>following:<br>Identification and understanding of the risk;
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Exhibit 97.1

Exhibit 98.1

INSIDER TRADING POLICY

Effective Date: 16 August 2024

Revision: 0

Purpose

This Policy is intended to prevent the unlawful use of inside information by Sasol’s personnel. This Policy supplements, and does not replace, applicable securities laws in respect of insider trading. All Sasol directors, employees, representatives and other personnel must comply with all applicable securities laws in respect of insider trading (howsoever described), market manipulation and the disclosure of inside information.

Approval

Signature of approver:	/s/ V.D.kahla

Name of approver:	V D Kahla

Designation of approver:	Executive Vice President:
	Commercial and Legal

INSIDER TRADING POLICY

1.	BACKGROUND

The primary listing of Sasol Limited (the Company) is on the Johannesburg Stock Exchange (JSE). The Company is also listed on the New York Stock Exchange for purposes of its American Depositary Receipt (ADR) programme. A subsidiary of the Company also has certain of its securities traded on the Börse Frankfurt, an exchange within the European Union (EU).

Underpinned by Sasol’s Code of Conduct, Sasol is committed to upholding both the letter and the spirit of the securities laws of South Africa, the United States (US) and Europe as well as other jurisdictions in which it conducts business. Securities laws make it unlawful to transact in securities based on inside information (as described below) or to pass such information along to others who buy or sell securities. It is also an offence to encourage or discourage another person to transact in securities based on inside information. Insider trading is a serious offence that can carry severe criminal or civil penalties for both Sasol and the individuals involved.

2.	APPLICATION
A.	Individuals
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This Policy applies to Sasol and its subsidiaries and affiliates globally (collectively Sasol or Sasol Persons). This includes:

·	all executive and non-executive directors;
·	all full-time, part-time or temporary employees; and
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·	any agents, representatives, advisors, service providers or consultants of Sasol.
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B.	Securities
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This Policy applies to all transactions in Sasol securities, including shares, bonds, ADRs, convertible instruments, entitlements, rights, warrants, futures and other derivatives, or nil/fully paid letters, the award, acceptance, vesting and settlement of awards made under any of Sasol’s equity incentive plans, the acceptance, acquisition, disposal or exercise of an option or other obligation to acquire or dispose of securities and the encumbrance of securities or use of securities as security or collateral.

The prohibition on insider trading in this Policy is not limited solely to trading in the Company’s securities. It includes trading in the securities of other companies such as customers or suppliers of Sasol as well as those with which Sasol may be negotiating major transactions such as an acquisition, investment or sale. Information that is not material to Sasol may nevertheless be material to one of those other companies. In the course of pending or proposed transactions that Sasol has under consideration at any given time, there may be inside information relating to other companies to which a Sasol Person may have access to.

Insider trading policy

Approved: 16 August 2024

Revision: 0

3.	POLICY

Sasol Persons may not buy, sell or otherwise transact in (including the cancellation or amendment of an existing order), or attempt to buy, sell or otherwise transact in, directly or indirectly, securities of the Company, or other companies such as customers, suppliers or other counterparties of Sasol, while in the possession of inside information.

Sasol Persons may not disclose any inside information to any other person, except with the prior consent of the Disclosure Officer or the Company Secretary of Sasol Limited (the Group Company Secretary), which may only be permitted where that disclosure is made in the course of such Sasol Person’s employment, profession or other applicable duties with Sasol or as otherwise permitted by applicable laws and regulations. Furthermore, Sasol Persons are strictly prohibited from recommending or inducing another person to transact in securities on the basis of inside information.

The above restrictions apply whether inside information is obtained in the course of employment or business, from friends, relatives, acquaintances or strangers, or from overhearing the conversations of others. Where specific conduct may be permitted under local law, but is prohibited by this Policy, the requirements of this Policy will supersede such permitted conduct.

Common examples of inside information include unpublished information regarding:

·	earnings, earnings per share and headline earnings per share or any information which may affect or involve a prediction or forecast of the aforementioned;
·	mergers, acquisitions, disposals, joint ventures, material asset sales or acquisitions;
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·	new products, processes or discoveries;
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·	developments in respect of major customers or suppliers;
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·	changes in control or management;
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·	changes in the board of directors or a change of auditors;
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·	information about the securities of the company such as issue of shares, share buy- backs or changes in the rights of shareholders;
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·	major litigation or settlements;
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·	major safety, health and environmental (SHE) issues and incidents;
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·	competition/antitrust matters;
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·	major corporate financing;
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·	changes in top risk factors;
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·	any matter with a major reputational impact; and
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·	any other information that, if made public, would be likely to have an effect on the price of Sasol securities.
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The Disclosure Officer and/or Group Company Secretary should be consulted where there is any uncertainty in relation to whether any information constitutes or might be considered to be inside information.

The restrictions on Sasol Persons included in this Policy also applies to associates of Sasol Persons who possess inside information under circumstances where the associate knows, or ought to know, that the information is inside information (for example, by being provided the inside information by a Sasol Person). For this Policy, an ‘associate’ of a relevant person means (i) their spouse, domestic partner, dependent children and certain other relatives; and (ii) any legal person, trust or partnership, the managerial responsibilities of which are discharged by the relevant person or by a person referred to

Insider trading policy

Approved: 16 August 2024

Revision: 0

in point (i), which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.

It is important to avoid even the appearance of insider trading. In this regard, confidential information relating to Sasol’s performance, projections, operating results, financial condition or material corporate transactions should only be communicated internally on a need-to-know basis and only the minimum necessary amount of information should be shared. To further help avoid the appearance of insider trading, Sasol has implemented a number of additional rules and restrictions related to trading in securities, which follow.

4.	CLOSED PERIODS

Directors and prescribed officers of Sasol Limited, senior managers1 of Sasol and directors of Sasol Limited’s Major Subsidiaries (as defined in the JSE Listings Requirements), (collectively, Persons Discharging Managerial Responsibilities) are prohibited from transacting in Sasol securities during the following time periods:

(a)	the time period from 1 January every year until two days from the date on which the interim financial results are published;
(b)	the time period from 1 July every year until two days from the date on which the annual financial results are published;
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(c)	any period when the Company is trading under a cautionary announcement; and
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(d)	any additional closed period identified in writing by the Group Company Secretary.
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Persons Discharging Managerial Responsibilities must advise investment managers transacting on their behalf or on behalf of their associates that they may not transact in Sasol securities without such person’s express written consent. This obligation extends to a person who has authorised a broker to transact on his/her behalf without reference to such person.

The Group Company Secretary will institute additional closed periods for certain groups of employees, from time to time, if he/she is of the opinion that there is an increased risk of insider trading due to the existence of inside information (Precautionary Closed Periods or Prohibited Periods). Such employees will be informed individually by the Group Company Secretary of the imposition of a Precautionary Closed Period.

5.	PREAPPROVAL FOR DIRECTORS’ AND PRESCRIBED OFFICERS’ TRANSACTIONS IN SASOL SECURITIES

Directors and the Group Company Secretary must obtain clearance to transact in the Company’s securities from the Chairman of the Sasol Limited Board and, if s/he is not available, the Chairman of the Sasol Limited Audit Committee, prior to transacting in any the Company’s securities.

Prescribed Officers of Sasol Limited must obtain clearance from the President and Chief Executive Officer or, in his absence, from the Chairman of the Sasol Limited Board. If the Chairman is not available, the Chairman of the Sasol Limited Audit Committee should be asked for clearance through the office of the Group Company Secretary.

^1^ Senior management in this Policy refers to everybody in GEC1, GEC2 and GEC3.

Insider trading policy

Approved: 16 August 2024

Revision: 0

Directors of Major Subsidiaries of Sasol Limited, except for prescribed officers who serve on those boards, must obtain clearance from an executive director of Sasol Limited through the office of the Group Company Secretary, prior to transacting in the Company’s securities.

Clearance to transact will be limited to up to five business days at a time.

Directors, prescribed officers and the company secretaries of Sasol Limited and Major Subsidiaries are required to provide the office of the Group Company Secretary with the details of all transactions by no later than three business days after transacting in the Company’s securities. The Company will announce all such transactions on SENS within 24 hours from receiving the information and file a copy of the announcement with the US Securities and Exchange Commission (SEC). The Company may also make further disclosures and filings with other relevant regulatory authorities in relation to such transactions as required.

Directors, prescribed officers and the company secretaries of Sasol Limited and Major Subsidiaries must advise their associates of the companies of which they are directors and must also advise the associates in writing that they must notify them immediately after they have transacted in the Company’s securities in order for the director or employee to comply with his/her obligations vis-à-vis the Company.

The Group Company Secretary maintains an ‘insider list’ as appropriate, of all the directors, prescribed officers and the company secretaries of Sasol Limited and its Major Subsidiaries, as well as any other persons who are exposed or likely to be exposed to inside information during the course of their employment, profession or other duties for Sasol. This insider list shall at a minimum include the following information as well as any other information that might be required by applicable laws and regulations from time to time:

·	the identity of any person having access to inside information;
·	the date at which that person obtained access to inside information; and
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·	the date on which the insider list was drawn up.
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This insider list will be subject to ongoing review and may be disclosed to regulatory authorities as required by and in accordance with applicable laws and regulations. The insiders on the list will be required to provide personal information for inclusion in the insider list in accordance with applicable laws. Any such insider must notify any disclosure of inside information to any third party (eg, another employee or director, or a professional adviser) such that the list can be kept updated.

This Policy will be shared with such persons on the insider list to ensure that they are aware of the legal and regulatory duties (and associated sanctions) applicable to them in relation to insider trading and inside information.

6.	MEANING OF INSIDE INFORMATION

Inside information as referred to in this Policy is deemed to be information as described below.

Insider trading policy

Approved: 16 August 2024

Revision: 0

The Financial Markets Act no. 19 of 2012, which makes insider trading an offence, deﬁnes inside information as information concerning Sasol which, if it were made public, would be likely to have a material eﬀect on the Company’s share price, or on any JSE-listed derivative security in respect of any of the Company’s shares. This is similar to the JSE Listings Requirements which define price sensitive information as unpublished information that is specific or precise, which if it were made public, would have a material effect on the price of an issuer’s securities.

In addition, requirements applying in the US in relation to insider trading refer to ‘material non-public information’, which relates to information that has not been disseminated broadly to investors in the marketplace, and which there would be a substantial likelihood that a reasonable investor would consider it important in making an investment decision.

Similarly, for the purposes of the EU’s Market Abuse Regulation, ‘inside information’ includes information of a precise nature, which has not been made public, relating, directly or indirectly, to Sasol or to one or more of its securities, and which, if it were made public, would be likely to have a significant effect on the prices of those securities.

Information is material if there is a likelihood it would be considered important by a reasonable investor in determining whether to buy, hold or sell the shares or other securities of the Company to which the information relates. Material information could relate to past events, future expectations, or any other aspect of the business and could be positive or negative. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all the facts and circumstances and is often evaluated by enforcement authorities with the benefit of hindsight, and very small movements in price may be determined to be material.

Information has not been made public if it is not generally known or available to the public, such as when the information has not been widely disseminated to the public through SENS, an ‘officially appointed mechanism’ in the EU (OAM), major newswire services, a webcast generally available to the public or a filing with the SEC. For purposes of this Policy, information relating to Sasol is considered not public until Sasol Limited has made any necessary disclosure, whether through a press release, SENS, OAM or other Company disseminated public announcement and enough time has elapsed to permit the investment market to absorb and evaluate the information.

7.	DEALING IN OTHER COMPANIES’ SECURITIES

The principles and guidelines described herein also apply to inside information relating to other companies, including potential joint venture partners, customers, vendors and suppliers of the Company, as well as potential merger or acquisition candidates (Business Partners), when that information is obtained in the course of employment with, or providing services on behalf of, Sasol. For the purposes of this Policy, information about Business Partners should be treated in the same way as information related directly to the Company. Sasol employees and personnel may also, from time to time, be prohibited from trading in securities relating to such other companies or be subject to closed periods during which trading in these other companies is prohibited.

Insider trading policy

Approved: 16 August 2024

Revision: 0

8.	RULE 10B5-1 PLANS

Sasol’s equity incentive plans do not permit the setting up of any trading plan as envisaged in terms of the Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Directors and employees who plan to adopt a Rule 10b5-1 trading plan must obtain approval from the Remuneration Committee of Sasol Limited.

9.	COMPLIANCE WITH THIS POLICY

This Policy supports Sasol’s commitment to doing business in an ethical way. Compliance with company policies is required of all Sasol employees and directors pursuant to their employment or service contract. Sasol, its directors and senior management take breaches of its policies very seriously. A breach is a disciplinary matter and, depending on the severity of the breach, consequences may range from a warning to termination of employment or contract of service, and where applicable, will be reported to the JSE or other relevant regulatory authority. Failure to comply with the regulations stipulated in legislation and the JSE Listings Requirements, may result in a serious penalty imposed by the JSE or other relevant regulatory authority. Conviction of an oﬀence pertaining to insider trading or non-disclosure of securities transactions may result in a substantial ﬁne, public censure, disgorgement or imprisonment.

Any breach of or non-compliance with this Policy, including regarding disclosure of inside information, must be communicated to the Group Company Secretary promptly. The Group Company Secretary, with input from key stakeholders, will consider the appropriate action required. All instances of non-compliance with this Policy will be included in the regular compliance reporting processes and reported to the Nomination and Governance Committee of Sasol Limited.

Any inquiries in relation to any matter in this Policy should be directed towards the Disclosure Officer or Group Company Secretary.

Insider trading policy

Approved: 16 August 2024

Revision: 0

Table of Contents Exhibit 99.1

Consolidated financial statements

for the year ended 30 June 2024

Table of Contents Content

Income statement	2

Statement of comprehensive income	3

Statement of financial position	4

Statement of changes in equity	5

Statement of cash flows	6

Notes to the financial statements	7

1 Sasol Annual Financial Statements 2024

Table of Contents INCOME STATEMENT

for the year ended 30 June


				2024			2023		2022
	****	Note	****	Rm		****	Rm		Rm	** **
Turnover		2		****	275 111		289 696		272 746
Materials, energy and consumables used		3		****	(137 957)		(152 297)		(123 999)
Selling and distribution costs				****	(10 394)		(10 470)		(8 677)
Maintenance expenditure				****	(15 446)		(15 076)		(13 322)
Employee-related expenditure		4		****	(35 465)		(33 544)		(32 455)
Depreciation and amortisation				****	(15 644)		(16 491)		(14 073)
Other expenses and income		5		****	(13 854)		(9 023)		(31 834)
Equity accounted profits, net of tax		18			1 758		2 623		3 128
Operating profit before remeasurement items				****	48 109		55 418		51 514
Remeasurement items affecting operating profit		8		****	(75 414)		(33 898)		9 903
(Loss)/earnings before interest and tax ((LBIT)/EBIT)				****	(27 305)		21 520		61 417
Finance income		6		****	3 226		2 253		1 020
Finance costs		6		****	(10 427)		(9 259)		(6 896)
(Loss)/earnings before tax				****	(34 506)		14 514		55 541
Taxation		9		****	(9 739)		(5 181)		(13 869)
(Loss)/earnings for the year				****	(44 245)		9 333		41 672
Attributable to
Owners of Sasol Limited				****	(44 271)		8 799		38 956
Non-controlling interests in subsidiaries				****	26		534		2 716
				****	(44 245)		9 333		41 672

				****	Rand	****	Rand	****	Rand
Per share information
Basic (loss)/earnings per share		7		****	(69,94)		14,00		62,34
Diluted (loss)/earnings per share		7		****	(69,94)		13,02		61,36

The notes on pages 7 to 117 are an integral part of these Consolidated Financial Statements.

2 Sasol Annual Financial Statements 2024

Table of Contents STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June


	****	****	2024		****	2023	2022
			Rm			Rm	Rm	****
(Loss)/earnings for the year			****	(44 245)		9 333	41 672
Other comprehensive (loss)/income, net of tax
Items that can be subsequently reclassified to the income statement			****	(2 916)		11 909	(92)
Effect of translation of foreign operations			****	(2 745)		12 061	7 026
Effect of cash flow hedges				—		—	1 110
Share of other comprehensive income in equity accounted investments			****	57		—	—
Foreign currency translation reserve on disposal of business reclassified to the income statement			****	(228)		(251)	(8 024)
Tax on items that can be subsequently reclassified to the income statement			****	—		99	(204)
Items that cannot be subsequently reclassified to the income statement			****	48		331	1 616
Remeasurement on post-retirement benefit obligation			****	55		427	2 415
Fair value of investments through other comprehensive income			****	(3)		23	(54)
Tax on items that cannot be subsequently reclassified to the income statement			****	(4)		(119)	(745)

Total comprehensive (loss)/income for the year			****	(47 113)		21 573	43 196
Attributable to
Owners of Sasol Limited			****	(47 123)		21 057	40 485
Non-controlling interests in subsidiaries			****	10		516	2 711
			****	(47 113)		21 573	43 196

The notes on pages 7 to 117 are an integral part of these Consolidated Financial Statements.

3 Sasol Annual Financial Statements 2024

Table of Contents STATEMENT OF FINANCIAL POSITION

at 30 June


	****		****	2024	****	2023
		Note		Rm		Rm
Assets	****	****	****	****	****	****
Property, plant and equipment		16	****	163 589	****	225 472
Right of use assets		14	****	12 351	****	11 685
Goodwill and other intangible assets			****	2 462	****	3 191
Equity accounted investments		18	****	14 742	****	14 804
Other long-term investments			****	2 536	****	2 164
Post-retirement benefit assets		31	****	910	****	784
Long-term receivables and prepaid expenses		17	****	4 030	****	3 040
Long-term financial assets		36	****	446	****	453
Deferred tax assets		11	****	37 193	****	37 716
Non-current assets			****	238 259	****	299 309
Inventories		21	****	40 719	****	42 205
Tax receivable		10	****	456	****	411
Trade and other receivables		22	****	36 533	****	35 905
Short-term financial assets		36	****	3 532	****	1 772
Cash and cash equivalents		25	****	45 383	****	53 926
Current assets			****	126 623	****	134 219
Assets in disposal groups held for sale			****	98	****	310
Total assets			****	364 980	****	433 838
Equity and liabilities			****		****
Shareholders’ equity			****	143 005	****	196 904
Non-controlling interests	****		****	4 422	****	4 620
Total equity			****	147 427	****	201 524
Long-term debt*		13	****	115 913	****	82 319
Lease liabilities		14	****	15 173	****	14 382
Long-term provisions		29	****	14 396	****	15 531
Post-retirement benefit obligations		31	****	11 356	****	11 343
Long-term deferred income			****	446	****	465
Long-term financial liabilities*		36	****	569	****	933
Deferred tax liabilities		11	****	5 205	****	5 294
Non-current liabilities			****	163 058	****	130 267
Short-term debt*		15	****	3 948	****	43 743
Short-term provisions		30	****	4 750	****	4 319
Tax payable		10	****	1 108	****	1 876
Trade and other payables		23	****	44 198	****	48 518
Short-term deferred income			****	320	****	966
Short-term financial liabilities*		36	****	50	****	2 464
Bank overdraft		25	****	121	****	159
Current liabilities			****	54 495	****	102 045
Liabilities in disposal groups held for sale			****	—	****	2
Total equity and liabilities			****	364 980	****	433 838
*	The Group has revised long-term debt and short-term debt by R11 985 million as well as long-term financial liabilities and short-term financial liabilities by R1 302 million for 2023, refer note 1.1.
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The notes on pages 7 to 117 are an integral part of these Consolidated Financial Statements.

4 Sasol Annual Financial Statements 2024

Table of Contents STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June


				Share-		Foreign				Remeasurement
	Share			based		currency				on post-						Non-
	capital			payment		translation		Other		retirement		Retained		Shareholders’		controlling		Total
	Note 12			reserve		reserve		reserves*		benefits		earnings		equity		interests		equity
	Rm			Rm		Rm		Rm		Rm		Rm		Rm		Rm		Rm
Balance at 30 June 2021		9 888	****	900	****	38 752	****	(868)	****	(1 699)	****	99 516	****	146 489	****	5 982	****	152 471
Disposal of businesses		—		—		—		—		456		(4)		452		(3 141)		(2 689)
Other movements		—		—		—		—		—		(72)		(72)		(119)		(191)
Movement in share-based payment reserve		—		1 318		—		—		—		—	****	1 318		—	****	1 318
Share-based payment expense (refer note 32)		—		1 164		—		—		—		—	****	1 164		—	****	1 164
Deferred tax		—		154		—		—		—		—	****	154		—	****	154
Long-term incentives vested and settled		—		(904)		—		—		—		904	****	—		—	****	—
Total comprehensive (loss)/income for the year		—		—		(999)		872		1 656		38 956	****	40 485		2 711	****	43 196
profit		—		—		—		—		—		38 956	****	38 956		2 716	****	41 672
other comprehensive (loss)/income for the year		—		—		(999)		872		1 656		—	****	1 529		(5)	****	1 524
Dividends paid		—		—		—		—		—		(49)	****	(49)		(859)	****	(908)
Balance at 30 June 2022		9 888	****	1 314	****	37 753	****	4	****	413	****	139 251	****	188 623	****	4 574	****	193 197
Other movements		—		—		1		—		(17)		61		45		(37)		8
Movement in share-based payment reserve		—		933		—		—		—		—	****	933		—	****	933
Share-based payment expense (refer note 32)		—	****	1 033	****	—		—	****	—		—	****	1 033		—	****	1 033
Deferred tax		—		(100)		—		—		—		—	****	(100)		—	****	(100)
Long-term incentives vested and settled		—	****	(1 349)	****	—		—	****	—		1 349	****	—	****	—	****	—
Total comprehensive income for the year		—		—		11 932		16		310		8 799	****	21 057		516	****	21 573
profit		—		—		—		—		—		8 799	****	8 799		534	****	9 333
other comprehensive income/(loss) for the year		—		—		11 932		16		310		—	****	12 258		(18)	****	12 240
Dividends paid		—		—		—		—		—		(13 754)	****	(13 754)		(433)	****	(14 187)
Balance at 30 June 2023		9 888	****	898	****	49 686	****	20	****	706	****	135 706	****	196 904	****	4 620	****	201 524
Other movements		—	****	1	****	(1)	****	(25)	****	—	****	17	****	(8)	****	9	****	1
Movement in share-based payment reserve		—	****	865	****	—	****	—	****	—	****	—	****	865	****	—	****	865
Share-based payment expense (refer note 32)		—	****	986	****	—	****	—	****	—	****	—	****	986	****	—	****	986
Deferred tax		—	****	(121)	****	—	****	—	****	—	****	—	****	(121)	****	—	****	(121)
Long-term incentives vested and settled		—	****	(718)	****	—	****	—	****	—	****	718	****	—	****	—	****	—
Total comprehensive (loss)/income for the year		—		—		(2 971)		54		65		(44 271)		(47 123)		10		(47 113)
(loss)/income		—		—		—		—		—		(44 271)		(44 271)		26		(44 245)
other comprehensive (loss)/income for the year		—	****	—	****	(2 971)	****	54	****	65	****	—	****	(2 852)	****	(16)	****	(2 868)
Dividends paid		—	****	—	****	—	****	—	****	—	****	(7 633)	****	(7 633)	****	(217)	****	(7 850)
Balance at 30 June 2024		9 888	****	1 046	****	46 714	****	49	****	771	****	84 537	****	143 005	****	4 422	****	147 427

*Includes investment fair value and cash flow hedge reserves.

The notes on pages 7 to 117 are an integral part of these Consolidated Financial Statements.

5 Sasol Annual Financial Statements 2024

Table of Contents STATEMENT OF CASH FLOWS

for the year ended 30 June


	****	****	****	2024		****	2023	2022	****
	****	Note	****	Rm		****	Rm	Rm	****
Cash receipts from customers			****		272 017		298 698	263 332
Cash paid to suppliers and employees			****		(219 696)		(234 061)	(207 194)
Cash generated by operating activities		26	****		52 321		64 637	56 138
Dividends received from equity accounted investments			****		1 639		3 765	3 043
Finance income received		6	****		3 211		2 242	986
Finance costs paid¹		6	****		(8 638)		(7 083)	(5 478)
Tax paid		10	****		(10 932)		(13 952)	(13 531)
Cash available from operating activities			****		37 601		49 609	41 158
Dividends paid		28	****		(7 633)		(13 754)	(49)
Dividends paid to non-controlling shareholders in subsidiaries			****		(217)		(433)	(859)
Cash retained from operating activities			****		29 751		35 422	40 250
Additions to non-current assets			****		(30 428)		(30 247)	(23 269)
additions to property, plant and equipment		16	****		(30 074)		(30 726)	(22 593)
additions to other intangible assets			****		(85)		(128)	(120)
(Decrease)/increase in capital project related payables^2^			****		(269)		607	(556)
Cash contribution to equity accounted investments			****		(113)		(95)	(67)
Proceeds on disposals and scrappings			****		129		799	8 484
Proceeds from/(acquisitions of) assets held for sale^3^					9		3	(549)
Acquisition of interest in equity accounted investments		18	****		—		—	(56)
Purchase of investments			****		(173)		(243)	(95)
Proceeds from sale of investments			****		69		156	26
(Increase)/decrease in long-term receivables^4^			****		(150)		1 393	449
Cash used in investing activities			****		(30 657)		(28 234)	(15 077)
Proceeds from long-term debt^5^		13	****		30 692		95 035	88
Repayment of long-term debt		13	****		(35 468)		(91 564)	(12 086)
Payment of lease liabilities		14	****		(2 698)		(2 269)	(2 264)
Repayment of debt held for sale^3^					—		—	(704)
Proceeds from short-term debt			****		2 691		1 787	28
Repayment of short-term debt			****		(2 183)		(1 801)	(15)
Cash (used in)/generated by financing activities			****		(6 966)		1 188	(14 953)
Translation effects on cash and cash equivalents			****		(633)		2 424	1 759
(Decrease)/increase in cash and cash equivalents			****		(8 505)		10 800	11 979
Cash and cash equivalents at the beginning of year			****		53 767		42 967	30 988
Cash and cash equivalents at the end of the year		25	****		45 262		53 767	42 967
1	Included in finance costs paid are amounts capitalised to assets under construction a class of Property, plant and equipment (refer to note 16).
---	---
2	Current year mainly relates to repayments (refer to note 13).
---	---
3	Prior years relate to disposal groups held for sale at 30 June, sold during the year.
---	---
4	Included in the movement in long-term receivables are loans granted (R298 million), loans repaid (R357 million) and an increase of long-term restricted cash (R214 million).
---	---
5	2023: Proceeds from long-term debt includes the issue of a R13,2 billion (US$750 million) convertible bond.
---	---

The notes on pages 7 to 117 are an integral part of these Consolidated Financial Statements.

6 Sasol Annual Financial Statements 2024

Table of Contents

Notes to the financial statements

Segment information		9
Statement of compliance		16

Earnings generated from operations		20

Operating and other activities		21
Turnover		21
Materials, energy and consumables used		22
Employee-related expenditure		23
Other expenses and income		24
Net finance costs		25
(Loss)/earnings and dividends per share		26
Remeasurement items affecting operating profit		28

Taxation		36
Taxation		36
Tax paid		38
Deferred tax		39

Sources of capital		42

Equity		43
Share capital		43

Funding activities and facilities		44
Long-term debt		44
Leases		47
Short-term debt		50

7 Sasol Annual Financial Statements 2024

Table of Contents

Capital allocation and utilisation		51

Investing activities		52
Property, plant and equipment		52
Long-term receivables and prepaid expenses		55
Equity accounted investments		55
Interest in joint operations		59
Interest in significant operating subsidiaries		61

Working capital		62
Inventories		62
Trade and other receivables		63
Trade and other payables		64
(Increase)/decrease in working capital		64

Cash management		65
Cash and cash equivalents		65
Cash generated by operating activities		65
Cash flow from operations		66
Dividends paid		66

Provisions and reserves		67

Provisions		68
Long-term provisions		68
Short-term provisions		71
Post-retirement benefit obligations		72

Reserves		82
Share-based payment reserve		82

Other disclosures		87

Contingent liabilities		88
Related party transactions		92
Subsequent events		101
Financial risk management and financial instruments		102

8 Sasol Annual Financial Statements 2024

Table of Contents SEGMENT INFORMATION


	Energy					****	Chemicals						Corporate		Consolidation
	Mining		Gas		Fuels		Africa		America		Eurasia		Centre		Adjustments		Total
	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm
2024
Income statement
External turnover	3 874		8 014		116 256		63 829		41 424		41 714		—		—	****	275 111
Segment turnover	28 876		12 158		118 864		66 883		41 805		42 201		—		(35 676)	****	275 111
Intersegmental turnover	(25 002)		(4 144)		(2 608)		(3 054)		(381)		(487)		—		35 676	****	—
Materials, energy and consumables used	(9 401)		(4 097)		(76 483)		(30 038)		(21 899)		(30 974)		(182)		35 117	****	(137 957)
Selling and distribution costs	—		—		(44)		(4 771)		(3 936)		(1 673)		—		30	****	(10 394)
Maintenance expenditure	(4 214)		(329)		(4 089)		(3 492)		(2 792)		(1 189)		(710)		1 369	****	(15 446)
Employee-related expenditure	(6 851)		(750)		(4 801)		(5 721)		(4 843)		(6 213)		(6 564)		278	****	(35 465)
Depreciation and amortisation	(1 532)		(665)		(1 115)		(5 018)		(4 905)		(1 930)		(479)		—	****	(15 644)
Other expenses and income	(3 684)		(1 031)		(5 314)		(6 459)		(4 953)		(345)		9 050		(1 118)	****	(13 854)
Equity accounted (losses)/profits, net of tax	(1)		463		1 173		143		—		—		(20)		—	****	1 758
Remeasurement items affecting operating profit (refer note 8)	17		954		(9 244)		(5 237)		(59 686)		(2 265)		47		—	****	(75 414)
Earnings/(loss) before interest and tax (EBIT/(LBIT))	3 210		6 703		18 947		6 290		(61 209)		(2 388)		1 142		—	****	(27 305)
Statement of cash flows
Additions to non-current assets^1^	2 954		6 492		8 671		7 548		1 762		2 062		670		—	****	30 159

^1^Excludes capital project related payables and equity accounted investments.

9 Sasol Annual Financial Statements 2024

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		Energy						Chemicals						Corporate		Consolidation
		Mining		Gas		Fuels		Africa		America		Eurasia		Centre		Adjustments		Total
		Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm
2023
Income statement
External turnover		6 386		7 234		116 235		67 772		44 492		47 577		—		—	****	289 696
Segment turnover		27 666		11 988		118 708		70 586		44 942		48 194		—		(32 388)	****	289 696
Intersegmental turnover		(21 280)		(4 754)		(2 473)		(2 814)		(450)		(617)		—		32 388	****	—
Materials, energy and consumables used		(8 508)		(3 834)		(76 043)		(27 548)		(28 605)		(39 427)		(210)		31 878	****	(152 297)
Selling and distribution costs		—		—		(43)		(4 974)		(3 773)		(1 717)		—		37	****	(10 470)
Maintenance expenditure		(4 056)		(345)		(4 361)		(3 565)		(2 324)		(1 120)		(719)		1 414	****	(15 076)
Employee-related expenditure		(6 743)		(637)		(4 544)		(5 426)		(4 588)		(5 403)		(6 394)		191	****	(33 544)
Depreciation and amortisation		(2 394)		(569)		(2 242)		(4 197)		(4 645)		(1 699)		(745)		—	****	(16 491)
Other expenses and income		(3 441)		(73)		(5 211)		(6 303)		(5 466)		884		11 719		(1 132)	****	(9 023)
Equity accounted profits, net of tax		2		439		2 038		144		—		—		—		—	****	2 623
Remeasurement items affecting operating profit (refer note 8)		54		(537)		(35 430)		(1 048)		3 916		(900)		47		—	****	(33 898)
Earnings/(loss) before interest and tax (EBIT/LBIT)		2 580		6 432		(7 128)		17 669		(543)		(1 188)		3 698		—	****	21 520
Statement of cash flows
Additions to non-current assets^1^		2 979		5 600		8 909		8 202		2 491		1 827		846		—	****	30 854
^1^	Excludes capital project related payables and equity accounted investments.
---	---

10 Sasol Annual Financial Statements 2024

Table of Contents


		Energy			Chemicals			Corporate	Consolidation
		Mining	Gas	Fuels	Africa	America	Eurasia	Centre	Adjustments		Total
		Rm	Rm	Rm	Rm	Rm	Rm	Rm	Rm	****	Rm
2022
Income statement
External turnover		6 370	7 789	97 996	64 054	41 496	55 011	30	—	****	272 746
Segment turnover		24 386	11 941	99 972	67 275	41 926	55 419	56	(28 229)	****	272 746
Intersegmental turnover		(18 016)	(4 152)	(1 976)	(3 221)	(430)	(408)	(26)	28 229	****	—
Materials, energy and consumables used		(6 063)	(2 055)	(59 525)	(22 681)	(21 243)	(40 094)	(162)	27 824	****	(123 999)
Selling and distribution costs		—	—	(49)	(3 934)	(2 920)	(1 811)	—	37	****	(8 677)
Maintenance expenditure		(3 492)	(728)	(3 602)	(3 063)	(2 078)	(956)	(589)	1 186	****	(13 322)
Employee-related expenditure		(5 826)	(772)	(4 491)	(5 424)	(4 003)	(5 454)	(6 611)	126	****	(32 455)
Depreciation and amortisation		(2 230)	(500)	(1 468)	(3 667)	(3 917)	(1 576)	(715)	—	****	(14 073)
Other expenses and income		(3 090)	(1 759)	(5 704)	(5 867)	(3 977)	(941)	(9 552)	(944)	****	(31 834)
Equity accounted (losses)/profits, net of tax		(1)	(4)	3 043	90	—	—	—	—	****	3 128
Remeasurement items affecting operating profit (refer note 8)		(228)	8 499	(217)	1 343	(2 807)	2 965	348	—	****	9 903
Earnings/(loss) before interest and tax (EBIT/LBIT)		3 456	14 622	27 959	24 072	981	7 552	(17 225)	—	****	61 417
Statement of cash flows
Additions to non-current assets^1^		2 552	2 569	6 325	7 308	1 909	1 402	648	—	****	22 713
^1^	Excludes capital project related payables and equity accounted investments.
---	---

11 Sasol Annual Financial Statements 2024

Table of Contents GEOGRAPHIC REGION INFORMATION


		South					****
		Africa	Mozambique	United States	Europe	Rest of World		Total
		Rm	Rm	Rm	Rm	Rm		Rm
2024
External turnover^1^		137 903	1 091	43 374	50 044	42 699	****	275 111
Earnings/(loss) before interest and tax (EBIT/(LBIT))^2^		28 109	738	(58 891)	(834)	3 573	****	(27 305)
Tax paid		7 939	2 536	12	400	45	****	10 932
Non-current assets^3^		69 729	25 090	77 217	17 136	10 984	****	200 156
2023
External turnover^1^		142 804	1 146	46 334	55 996	43 416	****	289 696
Earnings before interest and tax (EBIT)^2^		7 872	1 051	1 899	4 957	5 741	****	21 520
Tax paid		11 516	1 837	12	493	94	****	13 952
Non-current assets^3^		67 389	18 915	143 714	19 708	11 083	****	260 809
2022
External turnover^1^		130 411	1 921	44 080	58 177	38 157	****	272 746
Earnings before interest and tax (EBIT)^2^		29 305	965	4 644	12 406	14 097	****	61 417
Tax paid		11 739	1 001	36	657	98	****	13 531
Non-current assets^3^		90 524	15 036	123 618	16 161	10 122	****	255 461
1	The analysis of turnover is based on the location of the customer.
---	---
2	Includes equity accounted profits and remeasurement items.
---	---
3	Excludes deferred tax assets and post-retirement benefit assets.
---	---

12 Sasol Annual Financial Statements 2024

Table of Contents REPORTING SEGMENTS

The Group’s operating model comprises of two distinct businesses, Energy and Chemicals. The Energy business manages the marketing and sales of all fuel, coal, gas and oil products in Southern Africa. The Chemicals business includes the marketing and sales of all chemical products in Africa, America and Eurasia. 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. The Energy business reportable segments are operating segments that are differentiated by the activities that each undertakes and the products they manufacture and market. The Chemicals business reportable segments are differentiated by the regions in which they operate. The Group has six main reportable segments that reflect the structure used by the President and Chief Executive Officer to make key operating decisions and assess performance. The Group evaluates the performance of its reportable segments based on earnings before interest and tax (EBIT).

Energy business

The Energy business operates integrated value chains with feedstock sourced from the Mining and Gas operating segments and processed at our operations in Secunda, Sasolburg and National Petroleum Refiners of South Africa (Pty) Ltd (Natref). There are also associated assets outside South Africa which include the Pande-Temane Petroleum Production Agreement in Mozambique and ORYX GTL (gas to liquids) in Qatar.

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 Operations (SO), for utility purposes to Sasolburg Operations and to third parties in the export market. Coal is supplied to SO on arms-length terms and to Sasolburg Operations based on a long-term supply contract with inflation linked escalation. The price of export coal is based on the Free on Board Richards Bay index.

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
On delivery		At the point in time when the coal is delivered 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.

GAS

The Gas segment reflects the upstream feedstock, transport of gas through the Republic of Mozambique Pipeline Investments Company (ROMPCO) pipeline, and external natural and methane rich gas sales.

13 **** Sasol Annual Financial Statements 2024

Table of Contents Mozambican gas is sold under long-term contracts to the Sasol operations and to external customers. Condensate is sold on short-term contracts. In South Africa, 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). Analysis of gas and tests of the specifications and content are performed prior to delivery. Turnover from all gas sales is recognised on delivery.


Delivery terms		Control passes to the customer

On-delivery		At the point in time when the:
		·Gas reaches the inlet coupling of the customer’s pipeline.
		·Condensate is loaded onto the customer’s truck.
		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.

FUELS

The Fuels segment comprises the sales and marketing of liquid fuels produced in South Africa. Sasol supplies approximately 40% of South Africa’s domestic fuel needs through retail and wholesale channels. Liquid fuels are blended from fuel components produced by the SO, crude oil refined at Natref, as well as some products purchased from other refiners as well as fuel imports. Liquid fuel products are sold under both short- and long-term agreements for both retail sales and commercial sales, including sales to other oil companies.

Liquid fuel prices are mainly driven by the Basic Fuel Price (BFP). Sales through wholesale is at BFP plus costs such as transportation and storage. 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 is recognised as follows:


Delivery terms		Control passes to the customer:

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.
Carriage Paid To		Products: At the point in time when the product is delivered to a specified location or main carrier.<br><br>Freight: Over the period of transporting the goods to the customer’s nominated place – where the seller is responsible for freight costs, which are included in the contract.

The Fuels segment also develops, implements and manages the Group’s international business ventures based on Sasol’s proprietary gas-to-liquids (GTL) technology. Sasol holds 49% in ORYX GTL in Qatar.

Chemicals business

Chemical products are grouped into Advanced Materials, Base Chemicals, Essential Care Chemicals and Performance Solutions.

The Chemicals businesses sell the majority of their products under contracts at prices determinable from such agreements. Turnover is recognised in accordance with the related contract terms, at the point at which control transfers to the customer and prices are determinable and collectability is probable.

14 **** Sasol Annual Financial Statements 2024

Table of Contents 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 customer’s vehicle or unloaded from the seller’s storage tanks.

Ex-works	At the point in time when products are loaded into the customer’s vehicle or unloaded at the seller’s premises.

Carriage Paid To (CPT); Cost Insurance Freight (CIF); Carriage and Insurance Paid (CIP); and Cost Freight Railage (CFR)	Products — CPT: At the point in time when the product is delivered to a specified location or main carrier.

		Products — CIF, CIP and CFR: At the point in time when the products are loaded into the transport vehicle.

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.

CORPORATE CENTRE

The Corporate Centre includes head office and centralised treasury operations.

15 **** Sasol Annual Financial Statements 2024

Table of Contents

1	Statement of compliance

The consolidated financial statements are prepared in compliance with IFRS Accounting Standards (Accounting Standards) 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 Companies Act, 2008. The consolidated financial statements were approved for issue by the Board on 20 August 2024 and will be presented to shareholders at the Company’s annual general meeting on 15 November 2024.

Basis of preparation of financial results

The consolidated financial statements are prepared using the historic cost convention except that, certain items, including derivative instruments, 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 Limited’s functional and presentation currency, rounded to the nearest million, unless indicated otherwise.

The consolidated financial statements are prepared on the going concern basis. Based on forecasts and available cash resources, the Group and Company have adequate resources to continue normal operations into the foreseeable future.

Climate change

Climate change is a defining challenge of our time, with impacts threatening our critical ecosystems, habitats and resources. Sasol supports the Paris Agreement and its calls for higher ambition. In 2021, we launched our 2050 Net Zero emissions ambition (“Net Zero”) and Future Sasol strategy, which places us on a trajectory towards a significantly reduced GHG emissions profile. We have plans to deliver significant reductions in scope 1, 2 and 3 (Category 11) emissions by 2030. Future Sasol is premised on producing sustainable fuels and chemicals, using our proprietary technology and expertise, while contributing to a thriving planet, society and enterprise. This will see Sasol transform and decarbonise, in particular our Secunda and Sasolburg Operations as outlined in our roadmaps.

As we progress towards Net Zero by 2050, we have set targets to reduce our absolute scope 1 and 2 emissions by 30% by 2030 for the Sasol Energy and Chemicals Businesses. The Energy Business has a further scope 3 target to reduce Category 11 emissions by 20% by 2030.

Where reasonable and supportable, management has considered the impact of these 2030 targets on a number of key estimates within the financial statements including the estimates of future cash flows used in impairment assessments of non-current assets (refer to note 8), useful lives of property, plant and equipment (refer to note 16), purchase and capital commitments (refer to note 3 and 16), the estimates of future profitability used in our assessment of the recoverability of deferred tax assets (refer to note 11) and the timing and amount of environmental obligations (refer to note 29), and the determination of targets for the Group's long - term incentive plan (refer note 32).

IBOR reform

After the transition away from certain Interbank Offered Rates in foreign jurisdictions (IBOR reform), the reforms to South Africa’s reference interest rate are now accelerating rapidly. The Johannesburg Interbank Average Rate (JIBAR) will be replaced by the new South African Overnight Index Average (ZARONIA). The Group has exposure to the Johannesburg Interbank Average Rate (JIBAR) through certain debt instruments. Refer to note 13. ZARONIA reflects the interest rate at which rand-denominated overnight wholesale funds are obtained by commercial banks. The observation period for the ZARONIA ended on 3 November 2023 and market participants may now use ZARONIA as a reference rate in financial contracts, however, the transition away from JIBAR to ZARONIA is expected to be a multi-year initiative with detailed information regarding the transition roadmap and salient aspects of the transition yet to be communicated. Accordingly, there is uncertainty surrounding the timing and manner in which the transition would occur and how this would affect various financial instruments held by the Group. The Group’s treasury function monitors and manages the transition to alternative rates and evaluates the extent to which contracts reference IBOR cash flows, whether such contracts will need to be amended as a result of IBOR reform and how to manage communication about IBOR reform with counterparties.

16 **** Sasol Annual Financial Statements 2024

Table of Contents

1	Statement of compliance continued

Accounting policies

The accounting policies applied in the preparation of these consolidated financial statements are consistent with those applied in the consolidated annual financial statements for the year ended 30 June 2023 except for the retrospective adoption of IFRS 17 ‘Insurance Contracts’. The Group has assessed all material contracts where it has potentially accepted significant insurance risk including cell captive insurance arrangements and issued guarantees. The Group has not identified any material contracts in scope of IFRS 17. The Group will continue to apply the requirements of IFRS 9 ‘Financial Instruments’ to issued financial guarantee contracts.

Amendments to IAS 12 ‘Income Taxes’

Under the Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS), Pillar Two introduces a global minimum Effective Tax Rate (ETR) of 15% for multinational groups with consolidated revenue of exceeding €750 million or more in at least two of the last four consecutive financial years. The aim is to ensure that multinational groups pay a minimum level of tax on the income generated in each jurisdiction where they operate. Various jurisdictions around the world have enacted or substantively enacted the Pillar Two legislation. The Group is in scope of the enacted or substantively enacted legislation in certain jurisdictions where it operates, and the legislation will be effective for the Group from 1 January 2024.

An impact assessment of Pillar Two on the Group was performed based on the Group’s FY23 Country-by-Country reporting. The assessment included testing whether the Group qualifies for the safe harbour transitional rules. Based on the assessment performed, most jurisdictions will qualify for the safe harbour transitional rules as they have an effective tax rate of more than 15% and meet other transitional safe harbour rules. The Group has a limited number of jurisdictions where the effective tax rate is less than 15%. The Group does not expect a material exposure to Pillar Two income taxes in the applicable jurisdictions as the cross-border allocation of taxes could be applied under the Controlled Foreign Company (CFC) and GloBE rules.

Based on the assessment performed, the Group’s potential exposure to Pillar Two income taxes is determined to be approximately R28 million as of 30 June 2024, which relate to tax obligations in Ireland and the United Arab Emirates.

The Group applied the amendments to IAS 12 'Income Taxes' which give companies temporary relief from accounting for deferred taxes arising from the implementation of the GloBE rules, including any qualifying domestic minimum top up taxes. The adoption of the amendments resulted in the Group not having to account for any deferred tax impact as a result of the tax reform at 30 June 2024.

Accounting standards, amendments and interpretations issued which are relevant to the Group, but not yet effective

The Group continuously evaluates the impact of new accounting standards, amendments to accounting standards and interpretations. It is expected that where applicable, these standards and amendments will be adopted on each respective effective date as indicated below. The new accounting standards and amendments to accounting standards issued which are relevant to the Group, but not yet effective on 30 June 2024, include:

Amendments to IAS 1 ‘Presentation of Financial Statements’

The amendments provide guidance on the classification of liabilities as current or non-current 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. The amendments 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 or events after the reporting date. The amendments, which are effective for the Group from 1 July 2024 and which, will be applied retrospectively, are applicable to the net debt to EBITDA covenant on our RCF and term loan. As the Group’s current practice is aligned to the clarification provided by the amendments, the adoption thereof is not expected to significantly impact the Group.

17 **** Sasol Annual Financial Statements 2024

Table of Contents

1	Statement of compliance continued

The amendments also cover how a company classifies a liability that can be settled in its own shares – e.g. convertible debt. When a liability includes a counterparty conversion option that involves a transfer of the company’s own equity instruments, the conversion option is recognised as either equity or a liability separately from the host liability. The amendments now clarify that when a company classifies the host liability as current or non-current, it ignores only those conversion options that are recognised as equity.

The conversion feature contained in the Group’s US$750 million convertible bond was bifurcated and accounted for separately from the host liability as an embedded derivative financial liability. Refer to note 13. This amendment is expected to cause the host liability and embedded derivative liability to be classified as current liabilities retrospectively.

Amendment to IFRS 16 ‘Leases’

These amendments include requirements for sale and leaseback transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted. The amendments are effective for the Group’s annual reporting period beginning on 1 July 2024 and are not expected to materially impact the Group.

Amendment to IFRS 9 and IFRS 7 – ‘Classification and Measurement of Financial Instruments’

These amendments:

●	clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
●	clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
---	---
●	add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and
---	---
●	make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).
---	---

The Group is still assessing the impact of these amendments which are effective for the Group’s annual reporting period beginning on 1 July 2026.

IFRS 18 ‘Presentation and Disclosure in Financial Statements’

The new standard on presentation and disclosure in financial statements focusses on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

●	the structure of the statement of profit or loss;
●	required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and
---	---
●	enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
---	---

The Group is still assessing the impact of these amendments which are effective for the Group’s annual reporting period beginning on 1 July 2027.

18 **** Sasol Annual Financial Statements 2024

Table of Contents

1	Statement of compliance continued
1.1	Correction of prior period errors
---	---

Comparative financial information is consistent with the audited annual financial statements for the year ended 30 June 2023 except for the revision listed below:

Convertible bond classification

The Company launched and priced an offering of guaranteed senior unsecured convertible bonds in November 2022. The convertible bonds are hybrid financial instruments consisting of a non-derivative host representing the obligation to make interest payments and to deliver cash to the holder on redemption of the bond (the bond component); and a conversion feature which was bifurcated and accounted for as an embedded derivative financial liability. The conversion option is exercisable by the holders at any time before maturity, but the bonds are only convertible into ordinary shares of Sasol subject to the receipt of the requisite approval at a general meeting of the shareholders of the Company. The approval for the convertible bonds to be capable of being convertible into Sasol ordinary shares was obtained on 17 November 2023. The convertible bonds can now be settled in cash, Sasol ordinary shares, or any combination thereof at the election of Sasol. The convertible bonds mature in November 2027 and were accordingly classified as non-current liabilities since the date of issuance. However, before the requisite approval, the conversion rights, if exercised, could be settled only in cash. Accordingly, the convertible bonds should have been classified as current liabilities at 30 June 2023 instead of non-current liabilities. Moreover, it was disclosed that the conversion rights were only exercisable if the Sasol share price reached a predetermined conversion premium. The conversion rights are in fact exercisable at any time.

The Company evaluated the effect of the prior period errors, both quantitatively and qualitatively and concluded to revise its previously reported results and disclosures for the year ended 30 June 2023. In order to assess the impact of the prior period errors, the Company applied the requirements of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, Practice Statement 2 ‘Making Materiality Judgements’ and the guidance in Securities Exchange Commission Staff Accounting Bulletin (“SAB”) No 99 ‘Materiality’. The revision had no impact on net debt, group debt covenants, earnings, statement of comprehensive income, statement of changes in equity, statement of cash flows and further had no significant impact on the going concern assessment.

As a consequence of the revision, note 13, 15 and 36 have also been updated.


	****	****	****	As reported on		****	As revised on
				30 June 2023	Revision		30 June 2023
for the year ended 30 June		Note		Rm	Rm		Rm
Statement of financial position	****	****	****	****		****	****
Long–term debt	****	13	****	94 304	(11 985)	****	82 319
Long–term financial liabilities	****	36	****	2 235	(1 302)	****	933
Non-current liabilities	****		****	143 554	(13 287)	****	130 267
Short–term debt	****	15	****	31 758	11 985	****	43 743
Short–term financial liabilities	****	36	****	1 162	1 302	****	2 464
Current liabilities	****		****	88 758	13 287	****	102 045

The convertible bonds are classified as non-current liabilities at 30 June 2024 based on obtaining the requisite shareholder approval for the convertible bonds to be settled in Sasol ordinary shares.

19 **** Sasol Annual Financial Statements 2024

Table of Contents Earnings generated from operations

Operating and other activities	21

Turnover	21

Material, energy and consumables used	22

Employee-related expenditure	23

Other expenses and income	24

Net finance costs	25

(Loss)/earnings and dividends per share	26

Remeasurement items affecting operating profit	28

Taxation	36

Taxation	36

Tax paid	38

Deferred tax	39

20 **** Sasol Annual Financial Statements 2024

Table of Contents OPERATING AND OTHER ACTIVITIES

2	Turnover


	****	2024		****	2023	2022
for the year ended 30 June	****	Rm			Rm	Rm	****
Revenue by major product line
Energy business	****		124 824		128 850	105 998
Coal^1^	****		3 874		6 386	6 370
Liquid fuels^2^	****		113 037		115 311	93 044
Gas (methane rich and natural gas) and condensate^3^	****		7 913		7 153	6 584
Chemicals business			146 937		159 520	160 407
Advanced materials^6^			9 853		9 699	7 249
Base chemicals^6^			46 531		50 663	51 223
Essential care^6^			54 717		63 468	62 989
Performance solutions^6^			35 836		35 690	38 946
Other (Technology, refinery services)^4^	****		1 270		1 626	2 550
Revenue from contracts with customers	****		273 031		289 996	268 955
Revenue from other contracts^5^	****		2 080		(300)	3 791
Total external turnover	****		275 111		289 696	272 746
1	Derived from Mining segment.
---	---
2	Derived from Fuels segment.
---	---
3	Derived primarily from Gas segment.
---	---
4	Relates primarily to the Gas and Fuels segments.
---	---
5	Relates to the Fuels segment and includes franchise rentals, use of fuel tanks, fuel storage and Sasol Oil slate. The 2023 negative slate revenue was due to a reduction in the slate balance of R1,2 billion as a result of an over recovery in the basic fuel price (BFP) charged to customers for the period 1 July 2022 to 30 June 2023.
---	---
6	Chemicals business analysis:
---	---

Accounting policies:

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. For further information on revenue recognition, refer to Segment information on pages 9 to 11.

21 **** Sasol Annual Financial Statements 2024

Table of Contents

2	Turnover continued

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 fuels, oil, natural gas and chemical products, services rendered, license fees and royalties. The Group allocates revenue based on stand-alone selling prices.

Purchases and sales of inventory with the same counterparty that are entered into in contemplation of one another to facilitate sales to customers are combined and recorded on a net basis when the items exchanged are similar in nature.

Revenue from arrangements that are not considered contracts with customers, mainly pertaining to rate regulated activities, franchise rentals, use of fuel tanks and fuel storage, is presented as revenue from other contracts. Where the Group is subject to rate regulation, it includes in revenue any over or under recoveries relating to goods supplied in the period.

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.

3	Materials, energy and consumables used


	****	2024	****	2023	2022
for the year ended 30 June		Rm		Rm	Rm
Cost of raw materials	****	114 889		126 338	100 607
Cost of energy and other consumables used in production process	****	23 068		25 959	23 392
	****	137 957		152 297	123 999

Costs relating to items that are consumed in the manufacturing process, including changes in inventories and distribution costs up to the point of sale.

Included in materials, energy and consumables used is carbon taxes of R1,4 billion (2023 - R1,7 billion; 2022 - R1,2 billion). Under the carbon tax regulations, South African companies are able to buy carbon credits from third parties to offset a portion of their carbon tax liability. To this end, Sasol enters into strategic and cost-effective long term agreements with reputable suppliers for credible high-quality carbon offset credits. The ultimate amount of credits acquired will depend on the development of projects under the applicable standards, delivering the credits within the agreed timeframe, and will be subject to audit/verification by an independent party.

Purchase commitments

The Group enters into off-take agreements as part of its normal operations which have minimum volume requirements (i.e. take or pay contracts). These purchase commitments consist primarily of agreements for procuring raw materials such as coal, gas and electricity.

The most significant commitment relates to minimum off-take oxygen supply agreements for Secunda Operations of approximately R211 billion (2023: R219 billion).

●

The Oxygen Train 17 oxygen supply agreement 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 Oxygen Trains 1 – 16 arrangement is managed through various agreements, including the Gas Sales Agreement, Utilities Agreement and a suite of other contracts. In terms of the Utilities Agreement, Sasol is contractually bound to buy oxygen and other derivative gasses from Air Liquide annually, while Air Liquide is bound to buy utilities from Sasol for the same amount for 15 years. The ultimate amount of the commitment is dependent on expected future increases in the regulated price of electricity in South Africa and is presented on an undiscounted basis.

---

22 **** Sasol Annual Financial Statements 2024

Table of Contents 3****Materials, energy and consumables used continued

Additionally, Sasol South Africa Limited (SSA), together with Air Liquide Large Industries South Africa Proprietary Limited (ALLISA), signed six Power Purchase Agreements (PPAs) to date, with contractual terms of 20 years each, for the procurement of more than 600 MW of renewable energy from Independent Power Producers. The joint procurement of renewable energy by SSA and ALLISA is primarily aimed at the decarbonisation of the SO site.

Four of the six projects reached financial close during the 2024 financial year. Subject to financial and grid connection approvals, the remaining two projects are expected to reach financial close in the 2025 financial year. Projects are expected to reach commercial operations between 2025 and 2026.

SSA also signed a 20 year PPA with Msenge Emoyeni Wind Farm Proprietary Limited, for the procurement of 69 MW of wind capacity from the Msenge project, located in the Eastern Cape. The project reached financial close in March 2023, and commercial operation is targeted for financial year 2025.

Furthermore, Sasol is party to long-term gas purchase agreements of approximately R32 billion (2023: R38 billion) which commits Sasol Gas (Pty) Ltd (Sasol Gas) to purchase a minimum quantity of gas until 2034.

Contractual purchase commitments are taken into account in testing the recoverability of the carrying amounts of property, plant and equipment. At 30 June 2024 and 30 June 2023, there were no onerous contracts relating to these off-take commitments.

4	Employee-related expenditure


				2024			2023	2022	****
for the year ended 30 June		Note	****	Rm		****	Rm	Rm	****
Analysis of employee costs
Labour	****				35 579		33 655	32 141
salaries, wages and other employee-related expenditure	****				33 255		31 415	30 068
post-retirement benefits	****	31			2 324		2 240	2 073
Share-based payment expenses	****				986		1 033	1 139
equity-settled		32	****		986		1 033	1 164
cash-settled			****		—		—	(25)
Total employee-related expenditure	****				36 565		34 688	33 280
Costs capitalised to projects	****				(1 100)		(1 144)	(825)
Per income statement	****				35 465		33 544	32 455

The total number of permanent and non-permanent employees, in approved positions, including the Group’s share of employees within joint operation entities and excluding contractors, joint ventures’ and associates’ employees, is analysed below:


		2024		2023	2022
for the year ended 30 June	****	Number	****	Number	Number
Permanent employees		27 678		28 657	28 279
Non-permanent employees	****	463		416	351
	****	28 141		29 073	28 630

23 **** Sasol Annual Financial Statements 2024

Table of Contents

5	Other expenses and income


	****	2024		****	2023	2022
for the year ended 30 June		Rm			Rm	Rm
Includes:
Derivative (gains)/losses^1^			(2 364)		(3 287)	18 325
Translation losses/(gains)			839		(2 728)	(693)
Trade and other receivables	****		485		(1 436)	(456)
Trade and other payables	****		241		171	(147)
Foreign currency loans	****		263		161	785
Other^2^			(150)		(1 624)	(875)
Exploration expenditure and feasibility costs			422		751	366
Professional fees			2 076		2 455	1 916
Expected credit losses raised/(reversed)	****		189		234	(39)
1	Relates mainly to the Group’s hedging activities and embedded derivatives. Refer to note 36.
---	---
2	Other translation gains includes translation of intergroup treasury balances.
---	---

Research and development expenditure amounting to R1 513 million (2023: R1 388 million; 2022: R1 160 million) was expensed and is included in Employee-related expenditure, Depreciation and amortisation and Other expenses and income in the Income statement.

24 **** Sasol Annual Financial Statements 2024

Table of Contents

6	Net finance costs


		****		2024			2023		2022	****
for the year ended 30 June		Note	****	Rm		****	Rm		Rm	****
Finance income					****
Notional interest			****		—	****	—	****	29
Interest received on			****		3 226	****	2 253	****	991
other long-term investments			****		63	****	58	****	49
loans and receivables			****		143	****	89	****	141
cash and cash equivalents			****		3 020	****	2 106	****	801
Per income statement			****		3 226		2 253		1 020
Less: notional interest			****		—		—		(29)
Less: interest received on tax			****		(15)		(11)		(5)
Per the statement of cash flows			****		3 211		2 242		986
Finance costs
Debt			****		8 952		7 408		5 419
debt			****		8 952		7 408		5 066
interest rate swap – net settlements			****		—		—		353
Interest on lease liabilities			****		1 557		1 451		1 357
Other			****		203		146		95
			****		10 712		9 005		6 871
Amortisation of loan costs		13	****		161		212		132
Notional interest			****		1 198		1 116		633
Total finance costs			****		12 071		10 333		7 636
Amounts capitalised to assets under construction, a class of property, plant and equipment		16	****		(1 644)		(1 074)		(740)
Per income statement			****		10 427		9 259		6 896
Total finance costs before amortisation of loan costs and notional interest			****		10 712		9 005		6 871
Add: modification gain			****		—		—		74
Add: amortisation of modification gain					—		194		—
Less: unwinding of loan costs^1^					—		(144)		—
Less: interest accrued on long-term debt, lease liabilities and short-term debt			****		(2 071)		(1 966)		(1 463)
Less: interest raised on tax payable			****		(3)		(6)		(4)
Per the statement of cash flows			****		8 638		7 083		5 478
1	RCF loan costs expensed in 2023 upon refinancing of banking facilities.
---	---

25 **** Sasol Annual Financial Statements 2024

Table of Contents

7	(Loss)/earnings and dividends per share


			2024		2023	2022	****
for the year ended 30 June	****	****	Rand	****	Rand	Rand	****
Attributable to owners of Sasol Limited
Basic (loss)/earnings per share	****		(69,94)		14,00	62,34
Headline earnings per share	****		18,19		53,75	47,58
Diluted (loss)/earnings per share	****		(69,94)		13,02	61,36
Diluted headline earnings per share	****		16,73		50,76	46,83
Dividends per share	****		2,00		17,00	14,70
interim	****		2,00		7,00	—
final*	****		—		10,00	14,70
*	Declared subsequent to 30 June and presented for information purposes only.
---	---

Basic earnings per share (EPS) and headline earnings per share (HEPS)

EPS is derived by dividing earnings attributable to owners of Sasol Limited by the weighted average number of shares outstanding during the period. HEPS is derived by dividing the headline earnings attributable to the owners of Sasol Limited by the weighted average number of shares outstanding during the period.

Diluted earnings per share (DEPS) and diluted headline earnings per share (DHEPS)

DEPS and DHEPS are calculated by dividing the diluted earnings and diluted headline earnings attributable to owners of Sasol Limited by the diluted number of Sasol ordinary shares and Sasol BEE ordinary shares in issue during the year. DEPS and DHEPS are calculated considering the potentially dilutive ordinary shares that could be issued as a result of share options granted to employees under the Sasol Long-term Incentive (LTI) and Sasol Khanyisa Tier 2 plans (refer to note 32) and as a result of the potential conversion of the US$750 million Convertible Bond (refer to note 13).

The Sasol Khanyisa Tier 2 and Khanyisa Public are anti-dilutive for DEPS and DHEPS in all years presented.


	****		****	2024	****	2023	2022
for the year ended 30 June		Note		Rm		Rm	Rm
(Loss)/earnings and headline earnings	****
(Loss)/earnings attributable to owners of Sasol Limited				(44 271)		8 799	38 956
Total remeasurement items for the Group, net of tax	****	8		55 784		24 978	(9 221)
Headline earnings attributable to owners of Sasol Limited				11 513		33 777	29 735


		Number of shares
		2024	2023	2022
for the year ended 30 June		million	million	million
Basic weighted average number of shares	****	****
Issued shares	****	648,5	640,7	635,7
Effect of treasury shares held	****	(13,1)	(10,4)	(10,2)
Effect of weighting of the long-term incentive scheme shares vested during the year	****	(2,4)	(1,9)	(0,5)
Effect of Sasol Khanyisa Tier 2 options exercised	****	—	—	(0,1)
Basic weighted average number of shares for EPS and HEPS	****	633,0	628,4	624,9

26 **** Sasol Annual Financial Statements 2024

Table of Contents

7	Earnings and dividends per share continued


	****	2024	2023	2022
for the year ended 30 June	****	Rm	Rm	Rm
Diluted (loss)/earnings	****	****
(Loss)/earnings attributable to owners of Sasol Limited	****	(44 271)	8 799	38 956
Impact of convertible bonds*	****	(136)	(179)	—
Diluted (loss)/earnings attributable to owners of Sasol Limited	****	(44 407)	8 620	38 956
*	Due to the net loss attributable to shareholders in 2024, the impact of including the potential dilutive effect of the share options attributable to the convertible bonds had an anti-dilutive effect on the loss per share and were therefore not taken into account in the current year calculation of DEPS.
---	---


	****	2024	2023	2022
for the year ended 30 June		Rm	Rm	Rm
Diluted headline earnings		****
Headline earnings attributable to owners of Sasol Limited	****	11 513	33 777	29 735
Impact of convertible bonds	****	(136)	(179)	—
Diluted headline earnings attributable to owners of Sasol Limited	****	11 377	33 598	29 735


		Number of shares
		2024		2023	2022
for the year ended 30 June	****	million	****	million	million
Diluted weighted average number of shares
Weighted average number of shares	****	633,0		628,4	624,9
Potential dilutive effect of convertible bonds*		39,9		24,2	—
Potential dilutive effect of long-term incentive scheme*	****	7,0		9,3	9,9
Potential dilutive effect of Sasol Khanyisa Tier 1	****	—		—	0,1
Diluted weighted average number of shares for DEPS and DHEPS	****	679,9		661,9	634,9
*	Due to the net loss attributable to shareholders in 2024, the impact of including the potential dilutive effect of the share options attributable to the convertible bonds and the long-term incentive scheme had an anti-dilutive effect on the loss per share and were therefore not taken into account in the current year calculation of DEPS.
---	---

27 **** Sasol Annual Financial Statements 2024

Table of Contents

8	Remeasurement items affecting operating profit


				2024			2023	2022
for the year ended 30 June	****	Note	****	Rm		****	Rm	Rm	****
Effect of remeasurement items for subsidiaries and joint operations
Impairment of assets	****				76 035		37 298	77
property, plant and equipment		16	****		75 112		36 496	70
right of use assets		14	****		166		546	6
other intangible assets and goodwill	****				757		256	1
Reversal of impairment of assets	****				(1 149)		(3 649)	(1 520)
property, plant and equipment		16	****		(1 149)		(3 649)	(1 505)
right of use assets		14			—		—	(15)
Loss/(profit) on	****				480		(650)	(8 460)
disposal of property, plant and equipment			****		(127)		(500)	(67)
disposal of other intangible assets			****		—		3	2
disposal of other assets			****		(8)		—	—
disposal of businesses			****		(150)		(516)	(11 850)
scrapping of property, plant and equipment			****		765		363	3 366
sale and leaseback transactions					—		—	89
Write-off of unsuccessful exploration wells			****		48		899	—
Remeasurement items per income statement	****				75 414		33 898	(9 903)
Tax impact	****				(18 361)		(8 951)	702
impairment of assets					(18 157)		(9 831)	(2)
reversal of impairment of assets					—		854	421
(loss)/profit on disposals, scrapping and sale and leaseback transactions					(204)		26	283
Non-controlling interest effect^1^					(1 262)		8	(20)
Effect of remeasurement items for equity accounted investments	****				(7)		23	—
Total remeasurement items for the Group, net of tax	****				55 784		24 978	(9 221)
1	In the prior year, the impairment charge relating to the Secunda liquid fuels refinery was attributed solely to owners of the Company. Certain of the assets that were impaired belong to subsidiaries in which minority groups hold non-controlling interests and consequently R1 billion of the impairment should have been allocated to the earnings attributable to non-controlling interest in subsidiaries. The error was corrected in the current period by reallocating an impairment charge of R1 billion from earnings attributable to owners of the Company to earnings attributable to non-controlling interest. This is not considered material to either the prior or current period financial statements.
---	---

Impairment/reversal of impairments

The group’s non-financial assets, other than inventories and deferred tax assets, are assessed for impairment indicators, as well as reversal of impairment indicators at each reporting date or whenever events or changes in circumstances indicate that the carrying value may not be recoverable or previous impairment should be reversed. 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. At 30 June 2024, the Group's net asset value exceeding its market capitalisation was identified as an impairment indicator and consequently all of the Group's cash generating units (CGUs) and equity-accounted investments were tested for impairment. Other than the CGUs specifically mentioned, all of the Group's remaining CGUs have adequate headroom and reasonable changes in assumptions applied would not result in any impairment.

28 **** Sasol Annual Financial Statements 2024

Table of Contents

8	Remeasurement items affecting operating profit continued

Impairment calculations

The recoverable amount of the assets reviewed 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 used to determine the recoverable amount. Future cash flows are estimated based on approved 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. 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.

Main macro-economic assumptions used for impairment calculations


	****		2024	****	2023	2022
Long-term average crude oil price (Brent)*		US/bbl	83,06		88,02	93,24
Long-term average ethane price*		USc/gal	39,55		42,33	43,15
Long-term linear low density polyethylene (LLDPE)*		US/ton	1 091,00		1 247,00	1 179,00
Long-term average Southern African gas purchase price (real)*		US/Gj	10,51		10,93	8,94
Long-term average refining margin*		US/bbl	8,11		12,34	12,23
Long-term average exchange rate*		Rand/US	17,64		17,40	15,95

All values are in US Dollars.

*	Assumptions are provided on a long-term average basis in nominal terms unless indicated otherwise. The oil, LLDPE 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 refinery’s useful life. The Southern African gas purchase price is calculated from 2030 until 2050 being the point at which gas from the existing gas fields in Mozambique are fully utilised and is linked to the South African integrated value chain’s useful life. The gas price is based on current observable market prices and is not comparable to the production cost of our own field development.

---	---	---	---	---	---	---	---	---	---	---
	****					United
				South		States of
				Africa		America		Europe
				%		%		%
Growth rate — long-term Producer Price Index	****	2024	****	5,50	****	2,00	****			2,00
Weighted average cost of capital*	****	2024	****	15,00	****	9,40	****	9,40	–	10,50
Growth rate — long-term Producer Price Index		2023		5,50		2,00				2,00
Weighted average cost of capital*		2023		15,20		9,07		9,07	–	10,68
Growth rate — long-term Producer Price Index		2022		5,50		2,00				2,00
Weighted average cost of capital*		2022		14,41		8,13		8,13	–	9,57
*	Calculated using spot market factors on 30 June.
---	---

29 **** Sasol Annual Financial Statements 2024

Table of Contents

8	Remeasurement items affecting operating profit continued

Impairment and (reversal of impairment) of assets


	****	Property,	****		****	Other	****
		plant and		Right of		intangible
		equipment		use assets		assets		Total
		2024		2024		2024		2024
Segment and Cash-generating unit (CGU)		Rm		Rm		Rm		Rm
Fuels segment	****	****	****	****	****	****	****	****
Secunda liquid fuels refinery	****	7 782	****	5	****	16	****	7 803
Sasolburg liquid fuels refinery		637		—		—		637
Gas
Production Sharing Agreement (PSA)		(1 143)		—		—		(1 143)
Chemicals Africa	****	****	****	****	****	****	****	****
Polyethylene		4 110		—		—		4 110
Chlor-Alkali and PVC		645		—		—		645
Wax	****	399	****	72	****	53	****	524
Chemicals America	****	****	****	****	****	****	****	****
Ethane value chain (Alc/Alu/EO/EG)	****	58 583	****	—	****	359	****	58 942
Chemicals Eurasia	****	****	****	****	****	****	****	****
Sasol Italy Essential Care Chemicals (ECC)	****	1 836	****	80	****	121	****	2 037
Other (net)^1^	****	1 114	****	9	****	208	****	1 331
	****	73 963	****	166	****	757	****	74 886

1 Relates largely to the Chemicals America and Energy segments.

Description of impairment and sensitivity to changes in assumptions:

Key sources of estimation uncertainty include discount rates and cash flow forecasts which are impacted by commodity prices, exchange rates, carbon tax (and related allowances) and chemical prices. Management has considered the sensitivity of the recoverable amount calculations to these key assumptions and these sensitivities have been taken into consideration in determining the required impairments and reversals of impairments in the current period.

Secunda liquid fuels refinery

The liquid fuels component of the Secunda refinery was fully impaired at 30 June 2023 as described below. At 31 December 2023 and 30 June 2024, the recoverable amount of the refinery was further negatively impacted after updating feedstock and macroeconomic price assumptions including lower Brent crude prices and product differentials, resulting in the full amount of costs capitalised during the period to be impaired.

Optimisation of the ERR is ongoing and there are a number of technology and feedstock solutions being evaluated to partially recover volumes, however the maturity thereof needs to be progressed before it can be incorporated in the impairment calculation. Management considered multiple cash flow scenarios in quantifying the recoverable amount of the CGU which is highly sensitive to changes in Brent crude prices, the rand/US$ exchange rate and production volumes. A 10% increase in the price of Brent crude and a R1 weakening in the rand/US$ exchange rate will have a positive impact on the recoverable amount of R24,7 billion and R14,5 billion respectively. Increasing volumes beyond 2030 to 7,2 mt/a improves the recoverable amount by approximately R10,8 billion. An opposite movement in the applied assumptions would result in an approximate equal and opposite movement in the recoverable amount.

30 **** Sasol Annual Financial Statements 2024

Table of Contents

8	Remeasurement items affecting operating profit continued

Sasolburg liquid fuels refinery

The Sasolburg liquid fuels refinery was further impaired and is fully impaired, mainly as a result of the decrease in refining margins.

Polyethylene

Following a partial impairment of R546 million at 31 December 2023, the Polyethylene CGU was further impaired at 30 June 2024 by R3,6 billion mainly due to lower selling prices associated with over supply and reduced demand in the global market. The recoverable amount of the CGU is R5,2 billion at 30 June 2024. A weakening in the US$/Rand exchange rate outlook of 12% or an increase of almost 7% in the US$ sales prices would increase the recoverable amount of the CGU by the value of the latest impairment booked. An opposite movement in the applied assumptions would result in an approximate equal and opposite movement in the recoverable amount.

Chlor-Alkali and PVC

The CGU remains fully impaired after being impacted negatively by lower selling prices associated with reduced market demand, resulting in the full amount of capitalised costs at 31 December 2023 to be impaired. An updated impairment assessment performed at 30 June 2024 did not indicate any further impairments on the CGU.

Wax

The CGU remains fully impaired, resulting in the full amount of costs capitalised during the period to be impaired.

Ethane value chain (Alc/Alu/EO/EG)

The impairment was driven mainly by the decrease in Ethylene over Ethane margin assumptions and the impact thereof on the downstream ethane value chain (Alcohols, Alumina, Ethylene Oxide, Ethylene Glycols and associated shared assets), in both the short and long term, in addition to the impact of the increase in the WACC rate. Ethylene/ethane margins are lower than previously anticipated since the Ethylene price outlook declined more than the Ethane price outlook. Ethylene prices are lower due to a combination of weak supply/demand fundamentals as well as lower feedstock costs. The expected demand recovery is slower than previously anticipated, and amid the prevailing oversupply, is expected to keep prices and margins lower for longer. The recoverable amount of the CGU is R47,6 billion at 30 June 2024. A 2% increase in the assumed margin or 0,5% decrease in WACC would increase the recoverable amount by R2,7 billion or R3,2 billion respectively. An opposite movement in the applied assumptions would result in an approximate equal and opposite movement in the recoverable amount.

Various options are being evaluated to improve the business results of the International Chemicals business, starting with a reset of the business strategy. The reset has a number of focal points, starting with optimising our business as well as a revision of our go to market model followed by further business improvements including options based on adjusting the current asset and/or value chain footprint.

Sasol Italy Essential Care Chemicals (ECC)

The impairment resulted from an increase in WACC rate as well as lower forecasted sales margins, especially in the short-term due to slower recovery of demand. The recoverable amount of the CGU is R6,5 billion at 30 June 2024. An increase in the unit margin or sales volumes of around 5% would eliminate the deficit in the CGU's recoverable amount.

Production Sharing Agreement (PSA)

At 30 June 2018 an impairment of R1,1 billion was recognised in respect of the PSA asset mainly due to lower sales volumes and weaker long-term macroeconomic assumptions at the time. The asset reached beneficial operation (BO) on the Initial Gas Facility (IGF) with production commencing on 7 May 2024. This enabled excess gas production earlier than initially expected. In addition, increases in both liquid product volumes as well as gas sales prices resulted in the full impairment to be reversed at 30 June 2024. The recoverable amount of the CGU is R20,8 billion at 30 June 2024.

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8	Remeasurement items affecting operating profit continued

Significant impairment and (reversal of impairment) of assets in prior periods


Segment and Cash-generating unit		2023
(CGU)	Description	Rm
Fuels segment
Secunda liquid fuels refinery	The liquid fuels component of the Secunda refinery was fully impaired at 30 June 2023 mainly as a result of the Group's Emission Reduction Roadmap (ERR) to achieve a 30% reduction in greenhouse gas (GHG) emissions by 2030 and comply with the requirements of the National Environmental Management: Air Quality Act, 39 of 2004. The ERR involves the turning down of boilers, implementing energy efficiency projects, reducing coal usage and integrating 1 200 MW of renewable energy into our operations by 2030. With no significant additional gas, which is affordable, to restore volumes back to historic levels, the ERR assumes lower production volumes of 6,7 mt/a post 2030. The increasing cost of coal, capital investment to implement the ERR and cost of compliance were also included in the impairment calculation.	35 316
Chemicals Africa
Wax	The full impairment on the Wax CGU in Southern Africa was driven by higher cost to procure gas and lower sales volumes and prices due to an increasingly challenging market environment. A WACC rate of 14,66% was applied in estimating the recoverable amount of the CGU.	932
Chemicals Eurasia
China Essential Care Chemicals (ECC)	The full impairment on the CGU was driven by a combination of lower unit margins and higher costs resulting from the prolonged impact of COVID-19 on China's economy. A WACC rate of 9,21% was applied in estimating the recoverable amount of the CGU.	876
Chemicals America
Tetramerization	The Tetramerization CGU was impaired in 2019. At 31 December 2022, a sustained improvement in plant reliability resulted in increased volumes available for sale while longer-term contracts signed with several customers improved the overall profitability of the cash-generating unit. A WACC rate of 8,33% was applied in estimating the recoverable amount of the CGU.	(3 645)
Other (net)		170
		33 649

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8	Remeasurement items affecting operating profit continued


Segment and Cash-generating unit		2022
(CGU)	Description	Rm
Chemicals Africa
Chemical Work-up & Heavy Alcohols	The CGU recognised impairments of R1,7 billion during 2020 largely due to the reduced-price outlook as a result of the low oil price environment and the COVID-19 pandemic. A higher price outlook on the back of a sustained increase in demand for alcohols into the personal hygiene market during and post the COVID-19 pandemic, resulted in the reversal of impairment at 31 December 2021.	(1 396)
Other (net)		(47)
		(1 443)

Areas of judgement:

Determination as to whether, and by how much, an asset, CGU, or group of CGUs is impaired, or whether previous impairment should be reversed, involves management estimates on highly uncertain matters such as the effects of inflation on operating expenses, discount rates, capital expenditure, carbon tax and related allowances, production profiles and future commodity prices, including the outlook for global or regional market supply-and-demand conditions for crude oil, natural gas and refined products. Judgement is also required when determining the appropriate grouping of assets into a CGU or the appropriate grouping of CGUs for impairment testing purposes.

The future cash flows were determined using the assumptions included in the latest budget as approved by the Board. 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.

When determining value in use, management also applies judgement when assessing whether future capital projects to achieve sustainability and decarbonisation targets are deemed to maintain the same level of economic benefits or whether they enhance the asset’s performance. Generally, the costs incurred relating to the Group’s ERR are considered costs to maintain the current level of economic benefits. Costs incurred to enhance the asset’s performance are not considered in the value in use calculations.

The weighted average growth rates used are consistent with the increase in the geographic segment long-term Producer Price Index.

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 CGUs. 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.

As a significant emitter of GHG emissions, South Africa made commitments under the Paris Agreement to further reduce GHG emissions and to contribute to global efforts to limit global warming to well below 2°c above pre-industrial levels and to pursue efforts to achieve the 1,5°c temperature goal. The Group is targeting a 30% reduction in GHG emissions by 2030 which will pave the way to a Net Zero ambition by 2050. Where reasonable, supportable and permissible under the applicable Accounting Standards, management has included the costs and capital from these initiatives in its cash flow forecasts.

33 **** Sasol Annual Financial Statements 2024

Table of Contents 8Remeasurement items affecting operating profit continued

In South Africa the Carbon Tax Act of 2019 came into effect on 1 June 2019. Phase 1 of the Carbon Tax has been extended by three years to 31 December 2025. The South African government has published tax rates up to FY30. Significant industry-specific tax-free emissions allowances ranging from 60% to 95% are currently in place to provide current emitters time to transition their operations to cleaner technologies through investments in energy efficiency, renewables, and other low-carbon measures. Details on the scope of Phase 2 and 3 have not yet been finalised. Management has included its best estimate of any expected applicable carbon taxes payable by the Group.

National Treasury has been consulting with respect to the implementation of the Climate Change Bill which proposes a carbon tax penalty of R640 per ton of CO₂ payable for emissions exceeding carbon budgets. The Climate Change Bill was signed into law by President Cyril Ramaphosa on 18 July 2024 and published as the Climate Change Act, 2022 (Act) on 23 July 2024. However, in terms of section 35 of the Act, it will only come into operation on a date fixed by the President by proclamation in the Government Gazette. A penalty is included in the impairment assessment to the extent that the Group expects to exceed its estimated carbon budget. This assumption will be monitored and updated when the Carbon budget process and relevant legislation is effective.

Climate change and the transition to a low carbon economy are also likely to impact the future prices of commodities such as oil and natural gas which in turn may affect the recoverable amount of the Group’s property, plant and equipment and other non-current assets. Management has updated its best estimate of oil price assumptions used in determining the recoverable amounts of its CGUs in June 2024. The revised estimates reflect lower real oil price in the longer term as demand is expected to decrease as the transition to a low carbon economy progresses. The revised assumptions are based on the average June 2024 views obtained from two independent consultancies that reflect their views on market development. The energy transition may impact demand for certain refined products in the future.

Management will continue to review price assumptions as the energy transition progresses and this may result in impairment charges or reversals in the future.

Accounting policies:

Remeasurement items are amounts recognised in profit or loss relating to any change (whether realised or unrealised) in the carrying amount of non-current assets or liabilities that are less closely aligned to the normal operating or trading activities of the Group 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 Group’s 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 or cash generating unit 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 are 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.

34 **** Sasol Annual Financial Statements 2024

Table of Contents 8****Remeasurement items affecting operating profit continued

The Group’s 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.

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss, including any FCTR reclassified, is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. Any gain or loss on disposal will comprise that attributed to the portion disposed of and the remeasurement of the portion retained.

35 **** Sasol Annual Financial Statements 2024

Table of Contents Taxation

9	Taxation


	****		****	2024		****	2023	2022	****
for the year ended 30 June		Note		Rm			Rm	Rm	****
South African normal tax			****		8 128		10 271	13 399
current year^1^			****		8 212		10 671	13 303
prior years^2^			****		(84)		(400)	96
Dividend withholding tax			****		—		—	(24)
Foreign tax			****		2 028		2 654	2 856
current year			****		2 045		2 507	2 737
prior years			****		(17)		147	119

Income tax		10	****		10 156		12 925	16 231
Deferred tax – South Africa		11	****		709		(4 721)	(2 535)
current year^3^			****		570		(5 687)	(2 356)
prior years^4^			****		139		966	(108)
reduction in corporate tax rate^5^					—		—	(71)

Deferred tax – foreign		11	****		(1 126)		(3 023)	173
current year^6^			****		(1 031)		(2 845)	(132)
prior years			****		(102)		(172)	306
tax rate change			****		7		(6)	(1)
			****		9 739		5 181	13 869
1	The decrease in 2024 mainly relates to decrease in taxable profits in SSA.
---	---
2	2023 mainly relates to Section 12L allowances, as well as differences in provisions.
---	---
3	The 2023 amount mainly relates to Synref impairment recognised. The decrease in 2022 relates to the recognition of a deferred tax asset relating to derivative losses in Sasol Financing International Limited.
---	---
4	The 2023 amount is impacted by a translation difference of R845 million arising from exchange rates applied by the South African Revenue Service (SARS) at the date of assessment.
---	---
5	On 23 February 2022, a decrease in the South African corporate tax rate from 28% to 27% was announced, effective from 1 July 2022.
---	---
6	The decrease in the current year relates mainly to the reversal of a deferred tax asset of R15,3 billion previously recognised on tax losses, partially offset by the impact of current year impairments of R13,6 billion and tax loss mainly in the US.
---	---

Uncertain tax positions

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.

Sasol Financing International (SFI)/South African Revenue Services (SARS)

As reported previously, SARS conducted an audit over a number of years on SFI, which performs an offshore treasury function for Sasol. The audit culminated in the issue by SARS of revised tax assessments, based on the interpretation of the place of effective management of SFI. A contingent liability of R2,87 billion (including interest and penalties) is reported in respect of this matter as at 30 June 2024.

36 **** Sasol Annual Financial Statements 2024

Table of Contents

9	Taxation continued

SARS dismissed Sasol’s objection to the revised assessments and Sasol appealed this decision to the Tax Court. In parallel Sasol launched a review application in respect of certain elements of the revised assessments in respect of which the Tax Court does not have jurisdiction. Sasol also brought a review application against the SARS decision to register SFI as a South African taxpayer. SFI and SARS have agreed that the Tax Court related processes will be held in abeyance, pending the outcome of the judicial review applications. The two review applications were heard in the High Court on 16 and 17 November 2022. On 1 August 2023, the High Court handed down its decision dismissing both the SFI review applications. SFI filed an application for leave to appeal the High Court decision and a hearing date for this application will be set in due course. The review applications relate to the challenge by SFI of certain administrative decisions of SARS and the High Court decision does not directly affect the merits of the substantive dispute before the Tax Court, which remains in abeyance while the appeal of the review applications continues.


	****	2024	****	2023	2022
		%		%	%
Reconciliation of effective tax rate
The table below shows the difference between the South African enacted tax rate 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	****	27,0		27,0	28,0
(Decrease)/increase in rate of tax due to:
disallowed expenditure^1^	****	(2,3)		6,1	1,1
disallowed share-based payment expenses	****	(0,1)		0,2	0,1
different tax rates^2^	****	(7,9)		3,1	0,5
tax losses not recognised^3^	****	(49,6)		4,8	0,8
translation differences^4^		—		4,3	—
capital gains and losses^5^		—		—	1,6
prior year adjustments	****	—		—	0,7
other adjustments	****	—		2,1	0,3
Increase/(decrease) in rate of tax due to:
exempt income^7^	****	0,2		(2,7)	(5,9)
share of profits of equity accounted investments ^8^	****	1,4		(4,9)	(1,6)
utilisation of tax losses	****	0,8		(0,7)	(0,1)
investment incentive allowances	****	0,2		(1,3)	(0,1)
translation differences	****	0,4		—	(0,3)
capital gains and losses	****	—		(0,2)	—
change in South African corporate income tax rate		—		—	(0,1)
prior year adjustments^9^		—		(2,1)	—
other adjustments^6^		1,7		—	—
Effective tax rate	****	(28,2)		35,7	25,0
1	Includes non-deductible expenses incurred not deemed to be in the production of taxable income mainly relating to non-productive interest, project costs and goodwill impaired during the year.
---	---
2	Mainly relates to the lower tax rate in the US (23%) and the higher tax rate for Sasol Petroleum Temane Limitada in Mozambique (32%) on higher taxable income.
---	---
3	Relates mainly to the partial write-down of deferred tax asset previously recognised on tax losses in the US as it is no longer considered probable that sufficient future taxable income will be available in the foreseeable future to fully utilise these losses.
---	---
4	2023 impacted by a translation difference of R845 million arising from exchange rates applied by SARS at the date of the 2022 assessment.
---	---

37 **** Sasol Annual Financial Statements 2024

Table of Contents

9	Taxation continued
5	2022 capital gains tax payable in South Africa and Mozambique on the disposal of 30% of our equity interest in the ROMPCO pipeline.
---	---
6	Included in the current year is the impact of the reversal of the 2018 impairment in Sasol Petroleum Temane Limited.
---	---
7	2023 mainly related to Italian tax credit for energy and gas consuming companies and FCTR reclassified on the liquidation of businesses. 2022 related to the FCTR reclassified on the disposal of the Canadian and Wax businesses and the profit on disposal of the ROMPCO pipeline.
---	---
8	Change from 2023 to 2024 mainly relates to lower profits from ORYX GTL Limited due to lower plant utilisation rates.
---	---
9	2023 relates mainly to tax return adjustments on provisions.
---	---

10	Tax paid


	****	****	****	2024		****	2023	2022	****
for the year ended 30 June		Note		Rm			Rm	Rm	****
Net amounts payable/(receivable) at beginning of year			****		1 465		2 410	(307)
Net interest and penalties on tax			****		(12)		(5)	(1)
Income tax per income statement		9	****		10 156		12 925	16 231
Reclassification to held for sale			****		—		—	34
Foreign exchange differences recognised in income statement			****		(10)		104	25
Translation of foreign operations			****		(15)		(17)	(41)
			****		11 584		15 417	15 941
Net tax payable per statement of financial position			****		(652)		(1 465)	(2 410)
tax payable			****		(1 108)		(1 876)	(3 142)
tax receivable			****		456		411	732

Per the statement of cash flows			****		10 932		13 952	13 531
Comprising
Normal tax
South Africa			****		7 939		11 500	11 739
Foreign			****		2 993		2 452	1 860
Dividend withholding tax			****		—		—	(68)
			****		10 932		13 952	13 531

38 **** Sasol Annual Financial Statements 2024

Table of Contents

11	Deferred tax


	****		****	2024		****	2023	****
for the year ended 30 June		Note		Rm			Rm	****
Reconciliation
Balance at beginning of year			****		(32 422)		(20 649)
Current year charge			****		(292)		(7 624)
per the income statement		9	****		(417)		(7 744)
per the statement of comprehensive income			****		125		120
Foreign exchange differences recognised in income statement			****		26		(19)
Translation of foreign operations			****		700		(4 130)
Balance at end of year			****		(31 988)		(32 422)

Comprising
Deferred tax assets			****		(37 193)		(37 716)
Deferred tax liabilities			****		5 205		5 294
			****		(31 988)		(32 422)

Deferred tax assets and liabilities are determined based on the tax status and rates of the underlying entities. We anticipate sufficient taxable profits to be generated in future to recover the deferred tax asset against. These US and SA tax losses do not expire.


	****	2024	****	2023
for the year ended 30 June		Rm		Rm
Attributable to the following tax jurisdictions
South Africa		(4 193)	****	(5 054)
United States of America		(25 608)	****	(27 973)
Germany		964	****	1 059
Mozambique		(1 567)	****	(679)
Other		(1 584)	****	225
		(31 988)	****	(32 422)
Deferred tax is attributable to temporary differences on the following:
Net deferred tax assets:
Property, plant and equipment		14 768	****	25 974
Right of use assets		1 677	****	1 697
Short- and long-term provisions		(4 284)	****	(4 566)
Calculated tax losses		(39 666)	****	(50 580)
Financial liabilities		225	****	(270)
Lease liabilities		(2 922)		(2 729)
Other^1^		(6 991)	****	(7 242)
		(37 193)	****	(37 716)
Net deferred tax liabilities:
Property, plant and equipment		6 833	****	7 471
Right of use assets		490	****	338
Current assets		138	****	(604)
Short- and long-term provisions		(1 928)	****	(1 877)
Calculated tax losses		(4)	****	(4)
Financial liabilities		106	****	107
Lease liabilities		(543)		(481)
Other		113	****	344
		5 205	****	5 294

1 Other mainly relates to the US interest expense limitation carry forward of R5,0 billion (2023: R5,3 billion).

39 **** Sasol Annual Financial Statements 2024

Table of Contents 11****Deferred tax continued

Deferred tax assets have been recognised for the carry forward amount of unutilised tax losses relating to the Group’s 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.


	****	2024	****	2023
for the year ended 30 June		Rm		Rm
Calculated tax losses
(before applying the applicable tax rate)
Available for offset against future taxable income	****	326 354		256 462
Utilised against the deferred tax balance	****	(209 025)		(251 397)
Not recognised as a deferred tax asset	****	117 329		5 065
Calculated tax losses carried forward that have not been recognised:*
Expiry within 1 year		—		207
Expiry thereafter	****	1 395		1 307
Indefinite life	****	115 934		3 551
	****	117 329		5 065
*	2024 relates mainly to the partial reversal of a deferred tax asset previously recognised on tax losses in the US; the deferred tax asset was reversed as it is no longer considered probable that sufficient future taxable income will be available in the foreseeable future to fully recover the deferred tax asset. Refer to note 9.
---	---

Areas of judgement:

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 and Sasol Financing International Limited. These losses do not expire. The assumptions used in estimating future taxable profits are consistent with the main assumptions disclosed in note 8. Where appropriate, the expected impact of climate change was considered in estimating the future taxable profits. 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.

40 **** Sasol Annual Financial Statements 2024

Table of Contents 11Deferred tax continued

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 management’s intention that, where there is no double taxation relief, these earnings will be permanently re-invested in the Group.


	****	2024		****	2023	****
for the year ended 30 June		Rm			Rm	****
Unremitted earnings at end of year that would be subject to dividend withholding tax	****		34 256		38 910
Europe	****		22 766		26 123
Rest of Africa	****		3 903		4 984
Other	****		7 587		7 803

Tax effect if remitted	****		795		1 012
Europe	****		458		587
Rest of Africa	****		312		399
Other	****		25		26

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.


	2024	****	2023	****
for the year ended 30 June	Rm		Rm
Undistributed earnings at end of year that would be subjected to dividend withholding tax withheld by the company on behalf of Sasol Limited shareholders	84 328	****	134 442
Maximum withholding tax payable by shareholders if distributed to individuals	16 866	****	26 889

Accounting policies:

The income tax charge is determined based on net income before tax for the year and includes current tax, 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 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.

41 **** Sasol Annual Financial Statements 2024

Table of Contents Sources of capital

Equity	43

Share capital	43

Funding activities and facilities	44

Long-term debt	44

Leases	47

Short-term debt	50

42 **** Sasol Annual Financial Statements 2024

Table of Contents EQUITY

12	Share capital


	****	2024	****	2023	2022
for the year ended 30 June		Rm		Rm	Rm
Issued share capital (as per statement of changes in equity)^1^	****	9 888		9 888	9 888


		Number of shares
for the year ended 30 June	****	2024	****	2023	2022
Authorised
Sasol ordinary shares of no par value^2^		1 127 690 590	****	1 127 690 590	1 127 690 590
Sasol preferred ordinary shares of no par value		—		—	28 385 646
Sasol BEE ordinary shares of no par value^3^		158 331 335		158 331 335	158 331 335
		1 286 021 925		1 286 021 925	1 314 407 571
Issued
Shares issued at beginning of year		640 667 612	****	635 676 817	634 244 336
Issued in terms of the employee share schemes		7 807 492	****	4 990 795	1 432 481
Shares issued at end of year		648 475 104	****	640 667 612	635 676 817
Comprising
Sasol ordinary shares of no par value		642 143 757	****	634 336 265	629 345 470
Sasol BEE ordinary shares of no par value		6 331 347	****	6 331 347	6 331 347
		648 475 104	****	640 667 612	635 676 817
Unissued shares
Sasol ordinary shares of no par value		485 546 833	****	493 354 325	498 345 120
Sasol preferred ordinary shares of no par value		—	****	—	28 385 646
Sasol BEE ordinary shares of no par value		151 999 988	****	151 999 988	151 999 988
		637 546 821	****	645 354 313	678 730 754
1	At 30 June 2024, treasury shares amounted to 13 055 335 (2023: 10 373 430; 2022: 10 243 580), comprising largely of shares held by the Sasol Foundation Trust and unallocated shares issued in terms of the employee share scheme.
---	---
2	At Sasol's General Meeting held on 17 November 2023 a special resolution was passed authorising management to issue up to a maximum of 53 000 000 Sasol Ordinary Shares for purposes of the conversion of the Convertible Bonds. Refer to note 13.
---	---
3	A Sasol BEE ordinary share (SOLBE1) is a Sasol ordinary share that trades on the Empowerment Segment of the JSE. The SOLBE1 shares may only be sold to and bought by “BEE Compliant Persons” as defined by the DTI Codes. SOLBE1 shareholders are entitled to the same dividends as Sasol ordinary shareholders.
---	---

Accounting policies:

When Sasol Limited’s 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.

43 **** Sasol Annual Financial Statements 2024

Table of Contents FUNDING ACTIVITIES AND FACILITIES

13	Long-term debt


	****	2024	****	2023
for the year ended 30 June		Rm		Rm
Total long-term debt		117 031	****	124 068
Short-term portion*		(1 118)	****	(41 749)
Long-term portion*		115 913	****	82 319
Analysis of long-term debt
At amortised cost
Secured debt		—	****	29
Unsecured debt		117 559	****	124 742
Unamortised loan costs		(528)	****	(703)
		117 031	****	124 068
Reconciliation
Balance at beginning of year		124 068	****	104 834
Loans raised^1^		30 692	****	92 946
Loans repaid^2^		(35 468)	****	(91 564)
Interest accrued		1 551	****	1 673
Amortisation of loan costs		161	****	212
Amortisation of loan modification		—		(194)
Translation of foreign operations		(3 973)	****	16 161
Balance at end of year		117 031	****	124 068
Interest-bearing status
Interest-bearing debt		117 031	****	124 068
Maturity profile
Within one year*		1 118	****	41 749
One to five years*		99 671	****	32 747
More than five years		16 242	****	49 572
		117 031	****	124 068
*	The Group has revised long-term debt and short-term portion of long-term debt by R11 985 million for June 2023, refer note 1.1. Previously, amounts of R29,8 billion and R44,7 billion were included in the within one year and one to five years categories respectively.
---	---
1	In October 2023, Sasol issued senior unsecured notes to the value of R2 368 million in the local debt market under the R15 billion Domestic Medium Term Note (DMTN) programme, and in March 2024 R27 billion (US$1,5 billion) was drawn on the Revolving Credit Facility (RCF). 2023 relates mainly to the drawdown on the previous RCF of R26,7 billion (US$1,5 billion), R2,1 billion raised under the new DMTN programme, the issue of a R13,2 billion (US$750 million) convertible bond, R35,5 billion (US$2 billion) drawdown on the new RCF and term loan and R17,8 billion (US$1 billion) bonds issued in May 2023. R11,1 billion proceeds from the convertible bond was included in long-term debt and R2,1 billion was included in long-term financial liabilities in 2023. Refer to note 36.
---	---
2	2024 relates mainly to the US$1,5 billion (R28 billion) US Dollar bond that was repaid in March 2024, as well as partial settlements of R5,5 billion (US$0,3 billion) in May and June 2024 on the RCF. 2023 relates mainly to the repayment of the previous RCF and term loan of R53,9 billion (US$3,0 billion), repayment of R2,2 billion on the previous DMTN, repayment of R17,8 billion on the US$1 billion bond, as well as repayment of R17,8 billion (US$1 billion) on the new RCF.
---	---

44 **** Sasol Annual Financial Statements 2024

Table of Contents

13	Long-term debt continued


								2024								2023
										Total
						Interest		Contract		Rand		Available		Utilised		Utilised
						rate		amount		equivalent		facilities		facilities		facilities
for the year ended 30 June	****	Expiry date	****	Currency	****	%	****	million	****	Rm	****	Rm	****	Rm	****	Rm
Banking facilities and debt arrangements
Group treasury facilities
Commercial paper (uncommitted)^1^		None		Rand		3 month <br>Jibar + 1,42% -<br>1,59%		15 000	****	15 000	****	10 566		4 434		2 066
Commercial banking facilities		None		Rand	****	**		8 150	****	8 150	****	8 150		—	****	—
Revolving credit facility^2^		April 2029		US dollar	****	SOFR+ Credit<br>Adj +1,45%		1 987	****	36 148	****	14 317		21 831	****	—
Debt arrangements					****				****						****
US Dollar Bond^3^		March 2024		US dollar	****	5,88%		—	****	—	****	—		—	****	28 245
US Dollar Bond^3^		September 2026		US dollar	****	4,38%		650		11 825		—		11 825	****	12 240
US Dollar Convertible Bond^4^		November 2027		US dollar		4,50%		750	****	13 644	****	—		13 644		14 123
US Dollar term loan		April 2029		US dollar	****	SOFR+ Credit<br>Adj +1,65%		982		17 874		—		17 874	****	18 499
US Dollar Bond^3^		September 2028		US dollar		6,50%		750		13 644		—		13 644		14 123
US Dollar Bond^3^		May 2029		US dollar	****	8,75%		1 000		18 193		—		18 193	****	18 830
US Dollar Bond^3^		March 2031		US dollar		5,50%		850		15 464		—		15 464		16 006
Other Sasol businesses								****	****	****	****	****		****
Specific project asset finance								****	****	****	****	****		****
Energy — Clean Fuels II (Natref)		Various		Rand	****	Various		966	****	966	****	—		966	****	901
Debt arrangements								****	****	****	****	****		****
Other debt arrangements Various			****			Various		—	****	—	****	—		909	****	472
	****											33 033		118 784	****	125 505
Available cash excluding restricted cash	****							****	****	****	****	42 846		****
Total funds available for use	****							****	****	****	****	75 879		****
Accrued interest	****							****	****	****	****			1 551		1 673
Unamortised loan cost	****							****	****	****	****			(528)		(703)
Cumulative fair value gains and foreign exchange movements on convertible bond embedded derivative financial liability														(2 030)		(867)
Total debt including accrued interest and unamortised loan cost								****	****	****	****			117 777		125 608
Comprising								****	****	****	****			****
Long-term debt*	****							****	****	****	****			115 913		82 319
Short-term debt*	****							****	****	****	****			1 684		41 828
Short-term debt	****							****	****	****	****			566		79
Short-term portion of long-term debt	****							****	****	****	****			1 118		41 749
Bank overdraft	****							****	****	****	****			121		159
Convertible bond derivative financial liability														59		1 302
	****													117 777		125 608
*	The Group has revised long-term debt and short-term portion of long-term debt by R11 985 million for June 2023, refer note 1.1.
---	---

45 **** Sasol Annual Financial Statements 2024

Table of Contents

13	Long-term debt continued

**Interest rate only available when funds are utilised.

1	Sasol has issued two tranches under the R15 billion DMTN programme, R2 066 million in October 2022 and R2 368 million in October 2023.
2	In March 2024 R27 billion (US$1,5 billion) was drawn on the Revolving Credit Facility (RCF), while partial settlements of R5,5 billion (US$0,3 billion) were made in May and June 2024 on the RCF.
---	---
3	Included in this amount is the US$3,25 billion (R59,1 billion) bonds with fixed interest rates of between 4,38% and 8,75% which are listed on the New York Stock Exchange and is recognised in Sasol Financing USA LLC (SFUSA), a 100% owned subsidiary of the Group. Sasol Limited has fully and unconditionally guaranteed the bonds. There are no restrictions on the ability of Sasol Limited to obtain funds from the finance subsidiary, SFUSA, by dividend or loan.
---	---
4	The convertible bonds have a principal amount of US$750 million and contain conversion rights exercisable by the bond holders at any time before maturity of the bond on 8 November 2027. The convertible bonds pay a coupon of 4,5% per annum, payable semi-annually in arrears and in equal instalments on 8 May and 8 November of each year. The requisite approval for the convertible bonds to be capable of being convertible into Sasol ordinary shares was obtained at a general meeting of the shareholders of the Company on 17 November 2023. The convertible bonds can now be settled in cash, Sasol ordinary shares, or any combination thereof at the election of Sasol. The conversion price (initially set at US$20,39) is subject to standard market anti-dilution adjustments, including, among other things, dividends paid by Sasol. The conversion price at 30 June 2024 was US$18,79 (30 June 2023: US$19,86).
---	---

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 using the effective interest rate method. 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. The convertible bonds are hybrid financial instruments consisting of a non-derivative host representing the obligation to make interest payments and to deliver cash to the holder on redemption of the bond (‘the bond component’); and a conversion feature which is accounted for as an embedded derivative financial liability. The bond component was recognised at fair value at inception date. The fair value was determined by subtracting the fair value attributable to the embedded derivative from the fair value of the combined instrument. The bond component is measured subsequently at amortised cost using the effective interest rate of 8,5%. The option component is recognised as a derivative financial liability, measured at fair value, with changes in fair value recorded in profit or loss and reported separately in the statement of financial position in long-term financial liabilities.

The bond component and related embedded derivative are classified as non-current liabilities due to Sasol’s ability to transfer its own equity to settle the debt if called by the counterparty before the contractual maturity.

Refer to note 36 for the accounting policies relating to embedded derivatives.

46 **** Sasol Annual Financial Statements 2024

Table of Contents

14	Leases


						Plant,			****		****
						equipment		Mineral			****
		Land		Buildings		and vehicles		assets		Total	****
for the year ended 30 June		Rm		Rm		Rm		Rm	****	Rm
Right of use assets
Carrying amount at 30 June 2022		217		5 180		7 231		1	****	12 629
Cost		301		7 616		11 842		7		19 766
Accumulated depreciation and impairment		(84)		(2 436)		(4 611)		(6)		(7 137)
Additions		1		410		967		—	****	1 378
Modifications and reassessments		(2)		28		324		—	****	350
Reclassification to assets		—		(65)		(46)		—	****	(111)
Translation of foreign operations		21		185		671		—	****	877
Terminations		—		(14)		(528)		—	****	(542)
Current year depreciation charge		(11)		(647)		(1 692)		—	****	(2 350)
Impairment of right of use assets (note 8)		(99)		(365)		(82)		—	****	(546)
Carrying amount at 30 June 2023	****	127	****	4 712	****	6 845	****	1	****	11 685
Cost		333		8 264		13 174		4	****	21 775
Accumulated depreciation and impairment		(206)		(3 552)		(6 329)		(3)	****	(10 090)
Additions		11		1 274		1 559		—	****	2 844
Modifications and reassessments		(6)		(13)		882		—	****	863
Translation of foreign operations		(5)		(45)		(191)		—	****	(241)
Terminations		—		(99)		(57)		—	****	(156)
Current year depreciation charge		(10)		(627)		(1 840)		(1)	****	(2 478)
Impairment of right of use assets (note 8)		—		(101)		(65)		—	****	(166)
Carrying amount at 30 June 2024		117	****	5 101	****	7 133	****	—	****	12 351
Cost	****	326		8 919		14 647		—		23 892
Accumulated depreciation and impairment	****	(209)		(3 818)		(7 514)		—		(11 541)


		****	****	2024	****	2023
for the year ended 30 June	****	Note	****	Rm	****	Rm
Lease liabilities	****		****	****
Total long-term lease liabilities	****		****	15 173		14 382
Short-term portion (included in short-term debt)	****	15	****	2 264		1 915
			****	17 437		16 297
Reconciliation	****		****	****
Balance at beginning of year	****		****	16 297		16 034
New lease contracts				2 884		1 385
Payments made on lease liabilities				(2 698)		(2 269)
Modifications and reassessments				865		349
Interest accrued				520		293
Termination of lease liability				(155)		(517)
Translation of foreign operations			****	(276)		1 022
Balance at end of year	****		****	17 437		16 297

47 **** Sasol Annual Financial Statements 2024

Table of Contents 14****Leases continued


		2024		2023	2022
for the year ended 30 June	****	Rm	****	Rm	Rm
Amounts recognised in income statement	****	****
Interest expense (included in net finance cost)		1 557		1 451	1 357
Expense relating to short-term leases*	****	626		596	474
Expense relating to leases of low-value assets that are not shown above as short-term leases*	****	82		87	79
Expense relating to variable lease payments not included in lease liabilities (included in other operating expenses and income)*	****	56		49	32
Amounts recognised in statement of cash flows	****
Total cash outflow on leases	****	4 499		4 159	3 753
*	Included in cash paid to suppliers and employees in the statement of cash flows.
---	---

The Group leases a number of assets as part of its activities. These primarily include corporate office buildings in Sandton and Houston, rail yard, rail cars, retail convenience centres and storage facilities. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. A maturity analysis of lease liabilities is provided in note 36.

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 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.

The range of incremental borrowing rates of lease contracts entered into during the year are as follows:


Southern Africa		11,09 – 15,59% (2023: 9,33 – 16,91%)
North America		7,86 – 9,22% (2023: 6,33 – 8,86%)
Eurasia		3,35 – 14,89% (2023: 2,33 – 11,73%)

48 **** Sasol Annual Financial Statements 2024

Table of Contents

14	Leases continued

Accounting policies:

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.

49 **** Sasol Annual Financial Statements 2024

Table of Contents

14	Leases continued

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 asset’s 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 asset’s 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 note 8 on Remeasurement items affecting profit or loss.

Where the Group transfers control of an asset to another entity (buyer-lessor) and leases that same asset back from the buyer-lessor, the Group derecognises the underlying asset and recognises a right-of-use asset at the proportion of the previous carrying amount of the transferred asset that relates to the right of use retained by the Group. The Group also recognises a lease liability measured at the present value of all expected future lease payments with the resulting gain or loss being included in remeasurement items.

15	Short-term debt


	****	****	****	2024	****	2023
for the year ended 30 June		Note		Rm		Rm
Short-term debt				566		79
Short-term portion of			****
long-term debt^1^		13	****	1 118		41 749
lease liabilities		14	****	2 264		1 915
				3 948		43 743

*The Group has revised long-term debt and short-term portion of long-term debt by R11 985 million for June 2023, refer note 1.1.

1	At 30 June 2024, the short-term portion of long-term debt mainly relates to accrued interest. At 30 June 2023, R28 billion was classified as short-term, relating to the US$1,5 billion US Dollar bond that was repaid in March 2024. Also refer to the revision as mentioned above.

50 **** Sasol Annual Financial Statements 2024

Table of Contents Capital allocation and utilisation

Investing activities	52

Property, plant and equipment	52

Long-term receivables and prepaid expenses	55

Equity accounted investments	55

Interest in joint operations	59

Interest in significant operating subsidiaries	61

Working capital	62

Inventories	62

Trade and other receivables	63

Trade and other payables	64

(Increase)/decrease in working capital	64

Cash management	65

Cash and cash equivalents	65

Cash generated by operating activities	65

Cash flow from operations	66

Dividends paid	66

51 **** Sasol Annual Financial Statements 2024

Table of Contents INVESTING ACTIVITIES

16	Property, plant and equipment


					Building		Plant,				Assets		****
					and		equipment		Mineral		under
		Land			improvements		and vehicles		assets		construction*	Total
for the year ended 30 June		Rm			Rm		Rm		Rm		Rm	Rm
Carrying amount at 30 June 2022			4 010		11 121		150 575		24 980	****	30 622	221 308
Cost			4 357		21 466		356 420		49 388	****	30 622	462 253
Accumulated depreciation and impairment			(347)		(10 345)		(205 845)		(24 408)	****	—	(240 945)
Additions			89		32		807		62	****	29 953	30 943
to sustain existing operations			89		32		732		62	****	23 549	24 464
to expand operations			—		—		75		—	****	6 404	6 479
Reduction in rehabilitation provisions capitalised			—		—		(265)		(14)	****	(365)	(644)
Finance costs capitalised			—		—		—		—		1 074	1 074
Assets capitalised or reclassified			(33)		498		23 502		4 518	****	(28 697)	(212)
Reclassification to held for sale			(8)		(10)		(7)		—	****	—	(25)
Translation of foreign operations			577		1 298		18 817		—	****	534	21 226
Disposals and scrapping			(9)		(41)		(432)		(45)	****	(1 004)	(1 531)
Current year depreciation charge			—		(556)		(10 631)		(2 633)	****	—	(13 820)
Net impairment of property, plant and equipment (note 8)			(34)		(1 084)		(13 190)		(12 859)	****	(5 680)	(32 847)
Carrying amount at 30 June 2023			4 592	****	11 258	****	169 176	****	14 009	****	26 437	225 472
Cost			5 023		24 252		399 595		53 259		26 437	508 566
Accumulated depreciation and impairment			(431)		(12 994)		(230 419)		(39 250)		—	(283 094)
Additions			—		14		683		354		29 514	30 565
to sustain existing operations			—		14		676		250		23 245	24 185
to expand operations			—		—		7		104		6 269	6 380
Reduction in rehabilitation provisions capitalised (note 29)			—		—		(47)		(493)		(189)	(729)
Finance costs capitalised			—		—		—		—		1 644	1 644
Assets capitalised or reclassified			—		744		13 367		3 541		(17 997)	(345)
Reclassification (to)/from held for sale			(6)		—		119		—		9	122
Translation of foreign operations			(148)		(341)		(4 768)		—		(171)	(5 428)
Disposals and scrapping			(3)		(31)		(349)		(6)		(493)	(882)
Current year depreciation charge			—		(531)		(10 391)		(1 945)		—	(12 867)
Net impairment of property, plant and equipment (note 8)			(196)		(237)		(67 450)		(1 024)		(5 056)	(73 963)
Carrying amount at 30 June 2024			4 239		10 876		100 340		14 436		33 698	163 589
Cost	****		4 849		24 248		398 678		56 164		33 698	517 637
Accumulated depreciation and impairment	****		(610)		(13 372)		(298 338)		(41 728)		—	(354 048)

*Includes intangible assets under construction.

52 **** Sasol Annual Financial Statements 2024

Table of Contents 16****Property, plant and equipment continued


	****	2024	****	2023	2022
for the year ended 30 June		Rm		Rm	Rm
Additions to property, plant and equipment (cash flow)
Current year additions		30 565		30 943	22 613
Adjustments for non-cash items		(491)		(217)	(20)
movement in environmental provisions capitalised		(473)		(50)	(20)
reduction in Area A5-A receivable		(18)		(167)	—
Per the statement of cash flows		30 074		30 726	22 593


	****	2024	****	2023
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	****	50 551		47 596
Authorised but not yet contracted for	****	26 897		34 246
Less expenditure to the end of year	****	(42 057)		(34 277)
	****	35 391		47 565

to sustain existing operations	****	29 988		35 749
to expand operations	****	5 403		11 816
Estimated expenditure
Within one year	****	24 796		30 941
One to five years	****	10 595		16 624
	****	35 391		47 565

Significant capital commitments and expenditure at 30 June comprise mainly of:


						Capital commitments				Capital expenditure
	****		****		****	2024	****	2023	****	2024	****	2023
Project		Project location		Business segment		Rm		Rm		Rm		Rm
Projects to sustain operations
Shutdown and major statutory maintenance		Various		Various		9 362		8 875		7 239		7 785
Environmental projects		Various		Various	****	5 102		6 497		3 143		2 295
Emission reduction roadmap		Various		Various	****	66		66		3		—
Clean fuels II		Various		Fuels	****	1 960		3 134		1 495		1 284
Projects to expand operations
Mozambique exploration and development		Mozambique		Gas	****	3 422		10 544		6 475		5 465

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 the impact of climate change and therefore requires a significant degree of judgement to be applied by management. The remaining useful lives of property, plant and equipment have been reassessed considering the Group’s targeted reduction in GHG emissions and remain appropriate.

53 **** Sasol Annual Financial Statements 2024

Table of Contents 16****Property, plant and equipment continued

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 (included in buildings and improvements)	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 (included in mineral assets)	Units of production over life of related reserve base

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.

Assets under construction

Assets under construction include land and expenditure capitalised for work in progress in respect of activities to develop, expand or enhance items of property, plant and equipment. 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 7,3% (2023 - 6,7%) 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.

54 **** Sasol Annual Financial Statements 2024

Table of Contents

17	Long-term receivables and prepaid expenses


	****	2024	****	2023
for the year ended 30 June		Rm		Rm
Total long-term receivables		3 716		3 202
Impairment of long-term receivables*	****	(156)		(111)
Short-term portion	****	(509)		(288)
	****	3 051		2 803
Long-term prepaid expenses^1^	****	979		237
	****	4 030		3 040
Comprising:
Long-term receivables (interest-bearing) - joint operations	****	879		683
Long-term loans	****	2 172		2 120
	****	3 051		2 803

1	Includes non - cash movement of R758 million related to an electricity supply contract at our Secunda Operations.

The majority of movements in long-term receivables are non-cash movements, cash movements were loans granted (R298 million) and repayments (R357 million).

*	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 36.2 for detail on the impairments recognised.

18	Equity accounted investments

At 30 June, the Group’s interest in equity accounted investments and the total carrying values were:


	Country of		****	Interest	****	2024	****	2023
Name	incorporation	Nature of activities		%		Rm		Rm
Joint ventures
ORYX GTL Limited	Qatar	GTL plant	****	49	****	10 379		10 693
Sasol Dyno Nobel (Pty) Ltd	South Africa	Manufacturing and distribution of explosives	****	50	****	321		304
Associates
Enaex Africa (Pty) Ltd	South Africa	Manufacturing and distribution of explosives	****	23	****	483		402
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		20		2 823		2 823
Other equity accounted investments			****	Various	****	736		582
Carrying value of investments					****	14 742		14 804

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.

55 **** Sasol Annual Financial Statements 2024

Table of Contents

18	Equity accounted investments continued

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 8, to calculate the impairment.


	****	2024	****	2023
for the year ended 30 June		Rm		Rm
Summarised financial information for the Group’s share of equity accounted investments which are not material*
Operating profit	****	181		218
Profit before tax	****	211		250
Taxation	****	(64)		(72)
Profit for the year*	****	147		178
*	The financial information provided represents the Group’s share of the results of the equity accounted investments.
---	---


	****	2024	****	2023
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	****	3 579		1 357
Authorised but not yet contracted for	****	852		972
Less: expenditure to the end of year	****	(2 963)		(981)
	****	1 468		1 348

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 and ROMPCO are considered to be material as they are closely monitored by and reported on to the decision makers and are considered to be strategically material investments.

56 **** Sasol Annual Financial Statements 2024

Table of Contents

18	Equity accounted investments continued

Summarised financial information for the Group’s material equity accounted investments

In accordance with the Group’s accounting policy, the results of joint ventures and associates are equity accounted. The information provided below represents the Group’s material joint venture and associate. 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
	****	2024		****	2023
for the year ended 30 June		Rm			Rm
Summarised statement of financial position		****
Non-current assets			14 985		14 621
Deferred tax asset			1 218		423
Cash and cash equivalents			1 147		2 897
Other current assets			6 416		7 905
Total assets			23 766		25 846
Non-current liabilities			778		751
Current liabilities			1 807		1 629
Tax payable			—		1 642
Total liabilities			2 585		4 022
Net assets			21 181		21 824
Summarised income statement
Turnover			10 871		13 761
Depreciation and amortisation			(2 106)		(2 148)
Other operating expenses			(5 263)		(5 434)
Operating profit before interest and tax			3 502		6 179
Finance income			178		154
Finance cost			(46)		(43)
Profit before tax			3 634		6 290
Taxation			(1 286)		(2 193)
Profit and total comprehensive income for the year			2 348		4 097
The Group’s share of profits of equity accounted investment			1 151		2 007
49% share of profit before tax			1 781		3 082
Taxation			(630)		(1 075)

Reconciliation of summarised financial information
Net assets at the beginning of the year			21 824		18 204
Earnings before tax for the year			3 634		6 290
Taxation			(1 286)		(2 193)
Foreign exchange differences			(767)		2 934
Dividends paid^1^			(2 224)		(3 411)
Net assets at the end of the year			21 181		21 824
Carrying value of equity accounted investment			10 379		10 693
1	In 2024 ORYX GTL Limited declared a dividend of R2,2 billion which was received by 30 June 2024.
---	---

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 Group’s interest in the net assets thereof.

57 **** Sasol Annual Financial Statements 2024

Table of Contents

18	Equity accounted investments continued


		Associate
		The Republic of
		Mozambique Pipeline
		Investment Company
		(Pty) Ltd (ROMPCO)
		2024	2023
for the year ended 30 June	****	Rm	Rm
Summarised statement of financial position		****
Non-current assets	****	4 570	4 334
Cash and cash equivalents	****	1 051	1 070
Other current assets	****	721	613
Total assets	****	6 342	6 017
Non-current liabilities	****	659	736
Current liabilities	****	162	116
Tax payable	****	501	493
Total liabilities	****	1 322	1 345
Net assets	****	5 020	4 672
Summarised income statement	****
Turnover	****	4 800	4 270
Depreciation and amortisation		(622)	(563)
Other operating expenses		(437)	(266)
Operating profit before interest and tax		3 741	3 441
Finance income		169	85
Finance cost		(15)	(10)
Profit before tax		3 895	3 516
Taxation		(1 247)	(1 330)
Earnings and total comprehensive income for the period		2 648	2 186
The Group’s share of profits of equity accounted investment
20% share of profit before tax		779	703
Taxation		(249)	(266)
		530	437
Amortisation of fair value adjustment on acquisition of investment		(70)	—
Share of profits of equity accounted investment		460	437
Reconciliation of summarised financial information
Net assets at the beginning of the year		4 672	4 322
Earnings before tax for the year		3 895	3 516
Taxation		(1 247)	(1 330)
Other movements		—	140
Dividends paid		(2 300)	(1 976)
Net assets at the end of the year		5 020	4 672
Carrying value of equity accounted investment		2 823	2 823
Historical net asset value		1 004	934
Group's share of fair value adjustment on acquisition of investment		1 819	1 889

The carrying value of the investment represents the Group’s interest in the net assets thereof.

58 **** Sasol Annual Financial Statements 2024

Table of Contents 18Equity accounted investments continued

Contingent liabilities

ORYX GTL Limited has disclosed a contingent liability for site decommissioning and restoration obligations relating to the leased land on which its facilities are located. Under the lease agreement, the lessor may require the company to remove the facilities from the land and to restore it to the condition in which it was delivered. There were no other contingent liabilities at 30 June relating to our joint ventures or associates.


		2024	2023	2022
for the year ended 30 June		Rm	Rm	Rm
Transactions with joint ventures and associates	****	****
Total sales and services rendered from subsidiaries to joint ventures and associates	****	2 577	3 667	2 737
Total purchases by subsidiaries from joint ventures and associates*		4 350	3 448	157

*Includes purchases from ROMPCO which is accounted for as an associate from 29 June 2022.

Accounting policies:

The financial results of associates and joint ventures are included in the Group’s results according to the equity method from acquisition date until the disposal date. 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.

19	Interest in joint operations

At 30 June, the Group’s interest in material joint operations were:


			****	% of equity owned
				2024	2023
Name	Country of incorporation	Nature of activities		%	%
Louisiana Integrated Polyethylene JV LLC (LIP JV)	United States of America	Manufactures ethylene and polyethylene chemicals. The joint operation with LyondellBasell operates as a tolling arrangement. Sasol retains control of our portion of the goods during the toll processing, for which a fee is paid, and only recognises revenue when the finished goods are transferred to a final customer. Equistar, a subsidiary of LyondellBasell, acts as an independent agent, for a fee, to exclusively market and sell all of Sasol’s Linear low-density polyethylene and Low-density polyethylene produced by the joint operation to customers.		50	50
National Petroleum Refiners of South Africa (Pty) Ltd (Natref)	South Africa	Inland refinery that uses crude oil to produce liquid fuels. Natref is a joint venture between Sasol and TotalEnergies.	****	64	64

59 **** Sasol Annual Financial Statements 2024

Table of Contents

19	Interest in joint operations continued

The information provided is Sasol’s share of joint operations (excluding unincorporated joint operations) and includes intercompany transactions and balances.


			Total	Total
	LIP JV	Natref	2024	2023
for the year ended 30 June	Rm	Rm	Rm	Rm
Statement of financial position
External non-current assets^1^	26 495	—	26 495	39 036
External current assets	1 281	561	1 842	1 537
Intercompany current assets	101	3	104	189
Total assets	27 877	564	28 441	40 762
Shareholders’ equity	26 705	(4 032)	22 673	35 786
Long-term liabilities	29	3 053	3 082	2 743
Interest-bearing current liabilities	3	87	90	180
Non-interest-bearing current liabilities	832	1 026	1 858	1 488
Intercompany current liabilities	308	430	738	565
Total equity and liabilities	27 877	564	28 441	40 762

1Refer to note 8 for the impairment of the Chemicals America Ethane value chain and associated shared assets.

At 30 June 2024, the Group’s share of the total capital commitments of joint operations amounted to R1 383 million (2023 – R1 155 million).

Accounting policies:

The Group recognises its share of any jointly held or incurred assets, liabilities, revenues and expenses along with the Group’s income from the sale of its share of the output and any liabilities and expenses that the Group has incurred in relation to the joint operation. These have been incorporated in the financial statements under the appropriate headings.

60 **** Sasol Annual Financial Statements 2024

Table of Contents

20	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, primarily holds our interests in companies incorporated outside of South Africa. The following table presents each of the Group’s 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 2024.

There are no significant restrictions on the ability of the Group’s subsidiaries to transfer funds to Sasol Limited in the form of cash dividends or repayment of loans or advances.


	****	Country of	****	****	****	% of equity owned
Name		incorporation		Nature of activities		2024	2023
Significant operating subsidiaries
Direct
Sasol Mining Holdings (Pty) Ltd		South Africa		Holding company of the Group’s mining interests		100	100
Sasol Technology (Pty) Ltd		South Africa		Engineering services, research and development and technology transfer	****	100	100
Sasol Financing Limited		South Africa		Management of cash resources, investments and procurement of loans (for South African operations)	****	100	100
Sasol Investment Company (Pty) Ltd		South Africa		Holding company for foreign investments	****	100	100
Sasol South Africa Limited^1^		South Africa		Integrated petrochemicals and energy company	****	100	100
Sasol Middle East and India (Pty) Ltd		South Africa		Develop and implement international GTL and CTL ventures	****	100	100
Sasol Africa (Pty) Ltd		South Africa		Exploration, development, production, marketing and distribution of natural oil and gas and associated products	****	100	100
Sasol Oil (Pty) Ltd		South Africa		Marketing of fuels and lubricants	****	75	75
1	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.
---	---


	Country of		****	% of equity owned
Name	incorporation	Nature of activities		2024	2023
Significant operating subsidiaries
Indirect
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 Chemicals (USA) LLC	United States of America	Production, marketing and distribution of chemical products	****	100	100
Sasol Financing USA LLC	United States of America	Management of cash resources, investment and procurement of loans (for our North American operations)	****	100	100

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.

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.

61 **** Sasol Annual Financial Statements 2024

Table of Contents

20	Interest in significant operating subsidiaries continued

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 until there is a disposal of the foreign operation. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal and included in remeasurement items.

WORKING CAPITAL

21	Inventories


	****	2024	****	2023
for the year ended 30 June		Rm		Rm
Carrying value
Crude oil and other raw materials		5 624		5 622
Process material		2 865		3 220
Maintenance materials		7 754		6 889
Work in progress		3 012		2 614
Manufactured products		21 104		23 658
Consignment inventory		360		202
		40 719		42 205

A net realisable value write-down of R370 million was recognised in 2024 (2023 – R948 million).

Inventory of R2 248 million (2023 – R7 739 million) is held at net realisable value. This relates mainly to manufactured products.

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:


Crude oil and other raw materials	First-in-first-out valuation method (FIFO)
Process, maintenance and other materials	Weighted average purchase price
Work-in-progress	Manufacturing costs incurred
Manufactured products including consignment inventory	Manufacturing costs according to FIFO

62 **** Sasol Annual Financial Statements 2024

Table of Contents

22	Trade and other receivables


	****	2024	****	2023
for the year ended 30 June		Rm		Rm
Trade receivables	****	28 313		27 296
Other receivables (financial assets)	****	3 480		4 082
Related party receivables	****	349		289
third parties		29		23
equity accounted investments		320		266
Impairment of trade and other receivables*	****	(870)		(752)
	****	31 272		30 915
Other receivables (non-financial assets)		259		355
Duties recoverable from customers	****	214		—
Prepaid expenses and other	****	1 553		2 507
Value added tax	****	3 235		2 128
	****	36 533	****	35 905

*Impairment of trade and other 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 36.2 for detail on the impairments recognised.

No individual customer represents more than 10% of the Group’s trade receivables.

Collateral

The Group holds no collateral over the trade receivables which can be sold or pledged to a third party.

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.

63 **** Sasol Annual Financial Statements 2024

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23	Trade and other payables


	****	2024		****	2023	****
for the year ended 30 June		Rm			Rm	****
Trade payables	****		24 972		26 311
Capital project related payables^1^	****		861		1 155
Accrued expenses	****		4 045		4 712
Other payables (financial liabilities)			2 080		2 295
Related party payables	****		593		645
third parties	****		25		40
equity accounted investments	****		568		605

	****		32 551		35 118
Other payables (non-financial liabilities)^2^	****		7 664		9 228
Duties payable to revenue authorities	****		3 632		4 051
Value added tax	****		351		121
	****		44 198		48 518
1	Decrease mainly due to the development cost on the Production Sharing Agreement project in Mozambique nearing completion.
---	---
2	Other payables (non-financial liabilities) include employee-related payables.
---	---

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.

24	(Increase)/decrease in working capital


	****	2024	****	2023	2022
		Rm		Rm	Rm
(Increase)/decrease in inventories	****	(54)		1 913	(12 281)
(Increase)/decrease in trade receivables	****	(3 094)		9 002	(9 414)
(Decrease)/increase in trade payables	****	(1 693)		(2 865)	10 159
(Increase)/decrease in working capital	****	(4 841)		8 050	(11 536)

Movements exclude non-cash movements and translation effects.

64 **** Sasol Annual Financial Statements 2024

Table of Contents CASH MANAGEMENT

25	Cash and cash equivalents


		2024		2023
for the year ended 30 June	****	Rm	****	Rm
Cash and cash equivalents		42 967		51 214
Restricted cash and cash equivalents		2 416		2 712
		45 383		53 926
Bank overdraft	****	(121)		(159)
Per the statement of cash flows	****	45 262		53 767
Cash by currency
Rand	****	28 548		31 155
Euro	****	3 902		3 457
US dollar	****	11 859		18 478
Other currencies	****	953		677
	****	45 262		53 767

Included in restricted cash and cash equivalents are cash in respect of various special purpose entities and joint operations in the Group for use within those entities.

Accounting policies:

Cash includes cash on hand and demand deposits that can be withdrawn at any time without prior notice or penalty.

Cash equivalents include short-term highly liquid investments with a maturity period of three months or less at date of purchase and money market funds that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in 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.

Cash, cash equivalents and cash restricted for use are stated at carrying amount which is deemed to be fair value.

Bank overdrafts that are repayable on demand and that are integral to the Group’s cash management are offset against cash and cash equivalents in the statement of cash flows.

The Statement of cash flows is presented on the direct method. Notes are supplied as supplemental information to the Statement of cash flows. Finance income received, finance costs paid and dividends received and paid are presented under operating activities in the Statement of cash flows.

26	Cash generated by operating activities


				2024		2023	2022
for the year ended 30 June	****	Note	****	Rm	****	Rm	Rm
Cash flow from operations		27	****	57 162		56 587	67 674
(Increase)/decrease in working capital		24	****	(4 841)		8 050	(11 536)
	****			52 321		64 637	56 138

65 **** Sasol Annual Financial Statements 2024

Table of Contents

27	Cash flow from operations


				2024		2023	2022
for the year ended 30 June	****	Note	****	Rm	****	Rm	Rm
(Loss)/earnings before interest and tax ((LBIT)/EBIT)				(27 305)		21 520	61 417
Adjusted for
share of profits of equity accounted investments			****	(1 758)		(2 623)	(3 128)
equity-settled share-based payment		32	****	986		1 033	1 164
depreciation and amortisation	****			15 644		16 491	14 073
effect of remeasurement items		8	****	75 414		33 898	(9 903)
movement in long-term provisions	****
income statement charge		29	****	(651)		(718)	643
utilisation		29	****	(459)		(811)	(310)
movement in short-term provisions	****			280		(261)	(2 182)
movement in post-retirement benefits	****			373		381	443
translation effects				673		(1 821)	(886)
write-down of inventories to net realisable value	****			370		948	451
movement in financial assets and liabilities	****			(4 588)		(6 708)	2 760
movement in other receivables and payables	****			(1 119)		(5 205)	3 223
other non-cash movements^1^	****			(698)		463	(91)
	****			57 162		56 587	67 674
1	Other non - cash movements for 2024 include R627 million related to deferred income.
---	---

28	Dividends paid


		2024	****	2023	2022
for the year ended 30 June	****	Rm	****	Rm	Rm
Final dividend — prior year		6 341		9 295	23
Interim dividend — current year	****	1 292		4 459	26
	****	7 633		13 754	49

The Board did not declare a final dividend for the current year.

66 **** Sasol Annual Financial Statements 2024

Table of Contents Provisions and reserves

Provisions	68

Long-term provisions	68

Short-term provisions	71

Post-retirement benefit obligations	72

Reserves	82

Share-based payment reserve	82

67 **** Sasol Annual Financial Statements 2024

Table of Contents PROVISIONS

29	Long-term provisions



		Environmental		Other		Total
		2024		2024		2024
for the year ended 30 June		Rm		Rm	****	Rm
Balance at beginning of year		17 293		839		18 132	****
Capitalised to property, plant and equipment		473		—		473	****
Reduction in rehabilitation provision capitalised^1^		(729)		—	****	(729)
Per the income statement		(590)		(61)	****	(651)
additional provisions and changes to existing provisions		(206)		15	****	(191)
reversal of unutilised amounts		(332)		(77)	****	(409)
effect of change in discount rate		(52)		1	****	(51)
Notional interest		1 176		7	****	1 183
Utilised during year (cash flow)		(390)		(69)	****	(459)
Translation of foreign operations		(39)		(19)	****	(58)
Foreign exchange differences recognised in income statement		(670)		(3)	****	(673)
Balance at end of year	****	16 524	****	694	****	17 218

1Decrease in rehabilitation provision capitalised in 2024 relates primarily to an increase in discount rates.

Environmental provisions

The environmental obligation includes estimated costs for the rehabilitation of coal mining, oil, gas and petrochemical sites, mainly in South Africa and Mozambique.

The present value of the environmental provisions is determined by discounting the estimated future cash outflows using interest rates of high-quality government bonds that are denominated in the currency in which the amounts will be paid, and that have terms approximating to the terms of the related obligation.

68 **** Sasol Annual Financial Statements 2024

Table of Contents

29	Long-term provisions continued

The following discount rates were applied:


		2024		2023
for the year ended 30 June	****	%	****	%
South Africa	****	8,1 to 10,9		8,7 to 10,9
Europe	****	2,0 to 3,6		2,0 to 4,0
United States of America	****	3,2 to 5,4		2,7 to 5,7


		2024			2023	****
for the year ended 30 June	****	Rm		****	Rm	****
A 1% point change in the discount rate would have the following effect on the long-term provisions recognised
Increase in the discount rate	****		(2 185)		(4 250)
amount capitalised to property, plant and equipment	****		(917)		(858)
income recognised in income statement	****		(1 268)		(3 392)
Decrease in the discount rate	****		2 802		5 338
amount capitalised to property, plant and equipment	****		1 375		1 518
expense recognised in income statement	****		1 427		3 820

The time at which the operations cease to produce economically viable returns and the pace of transition to a low carbon economy will impact the anticipated time period over which decommissioning liabilities are expected to be incurred in future.


	****	****	****	2024	****	2023
for the year ended 30 June		Note		Rm		Rm
Expected timing of future cash flows
Within one year				2 822		2 601
One to five years	****		****	2 915		6 060
Five to ten years¹			****	2 208		909
More than ten years²				9 273		8 562
				17 218		18 132
Short-term portion		30		(2 822)		(2 601)
Long-term provisions				14 396		15 531
Estimated undiscounted obligation*				109 845		114 986
1	Relates largely to the rehabilitation of coal mining, oil and gas sites in South Africa.
---	---
2	Relates largely to the plugging and abandonment of gas wells in Mozambique, as well as remediation of soil and ground water contamination in South Africa.
---	---

*Decrease relates mainly to a reassessment of cost estimates based on future escalation assumptions.

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 R816 million (2023 – R749 million) and are included in Other long-term investments in the statement of financial position. In addition, indemnities of R2 860 million (2023 – R2 527 million) are in place.

69 **** Sasol Annual Financial Statements 2024

Table of Contents

29	Long-term provisions continued

Accounting policies:

Estimated long-term environmental provisions, comprising pollution control, rehabilitation and mine closure, are based on the Group’s 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 increase in discounted long-term provisions as a result of the passage of time is recognised as a finance expense in 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.

Areas of judgement:

The determination of long-term provisions, in particular environmental provisions, remains a key area where management’s judgement is required. Estimating the amount and timing of 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. The pace of transition to a low carbon economy will impact the anticipated time period over which decommissioning liabilities are expected to be incurred in future.

70 **** Sasol Annual Financial Statements 2024

Table of Contents

30	Short-term provisions


	****		****	2024	2023
for the year ended 30 June		Note		Rm	Rm
Emission rights	****	****		900	605
Other provisions	****	****		304	400
Short-term portion of
long-term provisions		29	****	2 822	2 601
post-retirement benefit obligations		31	****	724	713
			****	4 750	4 319

Accounting policies:

In emission schemes where a cap is set for emissions, the associated emission rights granted are recognised at fair value and classified under intangible assets. An emission liability is recognised under short-term provisions when actual emissions occur that give rise to an obligation. To the extent the liability is covered by emission rights held, the liability is measured with reference to the value of these emission rights held and for the remaining uncovered portion at current market value. The associated expense is presented under Materials, energy and consumables used. Both the emission rights intangible asset and the emission liability are derecognised upon settling the liability with the respective regulator.

71 **** Sasol Annual Financial Statements 2024

Table of Contents

31	Post-retirement benefit obligations


				Non-current				Current				Total
	****			2024		2023	****	2024		2023		2024		2023
for the year ended 30 June		Note	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm
Post-retirement healthcare obligations		31.1
South Africa			****	3 611		3 286		304		281		3 915		3 567
United States of America			****	231		241		15		19		246		260
			****	3 842		3 527		319		300		4 161		3 827
Pension obligations		31.2
Foreign — post-retirement benefit obligation			****	7 514		7 816		405		413		7 919		8 229
Total post-retirement benefit obligations			****	11 356		11 343		724		713		12 080		12 056

Pension assets		31.2
South Africa — post-retirement benefit asset			****	(92)		(84)		—		—		(92)		(84)
Foreign — post-retirement benefit asset			****	(818)		(700)		—		—		(818)		(700)
Total post-retirement benefit assets			****	(910)		(784)		—		—		(910)		(784)
Net pension obligations			****	6 604		7 032		405		413		7 009		7 445


	****		****	Loss/(gain) recognised in the income						Loss/(gain) recognised in other
				statement						comprehensive income
				2024		2023		2022		2024		2023		2022
for the year ended 30 June	****	Note	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm
Post-retirement benefit obligations
Post-retirement healthcare obligations		31.1	****	495		477		442		137	****	(222)		(131)
Pension benefits - projected benefit obligation		31.2	****	10 162		9 310		7 934		2 081	****	(1 835)		(3 184)
Pension benefits - plan asset of funded obligation		31.2	****	(8 998)		(8 259)		(6 699)		(3 575)	****	2 884		(963)
Interest on asset limitation				665		712		396		—		—		—
Net movement on asset limitation and reimbursive right	****			—		—		—		1 302	****	(1 254)		1 863
	****			2 324		2 240		2 073		(55)		(427)		(2 415)

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 cover 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.

72 **** Sasol Annual Financial Statements 2024

Table of Contents

31	Post-retirement benefit obligations continued

31.1Post-retirement healthcare obligations continued


	****	Healthcare benefits	****	Pension benefits
Last actuarial valuation — South Africa	****	31 March 2024	****	31 March 2024
Last actuarial valuation — United States of America	****	30 June 2024	****	30 June 2024
Last actuarial valuation — Europe	****	n/a	****	30 April 2024
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.


					United States of
		South Africa			America				Europe
		2024	2023		2024		2023		2024	2023
at valuation date		%	%		%		%		%	%
Healthcare cost inflation		7,5	7,5	****	n/a	*	n/a	*	n/a	n/a
Discount rate — post-retirement medical benefits	****	12,6	13,0	****	5,3		4,9	****	n/a	n/a
Discount rate — pension benefits	****	12,4	12,9	****	5,2		4,9	****	3,7	3,7
Pension increase assumption	****	5,9	5,8	****	n/a	**	n/a	**	2,2	2,2
Average salary increases	****	5,5	5,5		4,2		4,2	****	3,2	3,2
Weighted average duration of the obligation — post-retirement medical obligation	****	12 years	13 years	****	9 years		10 years	****	n/a	n/a
Weighted average duration of the obligation — pension obligation	****	10 years	11 years	****	6 years		4 years	****	14 years	15 years
	****
*	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.
---	---

Assumptions regarding future mortality are based on published statistics and mortality tables.

73 **** Sasol Annual Financial Statements 2024

Table of Contents

31	Post-retirement benefit obligations continued
31.1	Post-retirement healthcare obligations continued
---	---

In South Africa, certain healthcare and life assurance benefits are provided to South African employees hired prior to 1 January 1998, who retire and satisfy the necessary requirements of the medical fund.

Reconciliation of the total post-retirement healthcare obligation recognised in the statement of financial position


	****	****	South Africa			****	United States of America				Total
			2024	****	2023		2024	****	2023		2024	****	2023
for the year ended 30 June			Rm		Rm		Rm		Rm		Rm		Rm
Total post-retirement healthcare obligation at beginning of year	****		3 567		3 556	****	260		248	****	3 827		3 804
Movements recognised in the income statement:	****		469		452	****	26		25	****	495		477
current service cost	****		22		25	****	14		13	****	36		38
interest cost	****		447		427	****	12		12	****	459		439
Actuarial losses/(gains) recognised in other comprehensive income:	****		151		(191)	****	(14)		(31)	****	137		(222)
arising from changes in financial assumptions	****		138		(197)	****	(10)		(14)	****	128		(211)
arising from changes in actuarial experience	****		13		6	****	(4)		(17)	****	9		(11)
Benefits paid	****		(272)		(250)	****	(17)		(19)	****	(289)		(269)
Translation of foreign operations	****		—		—		(9)		37	****	(9)		37
Total post-retirement healthcare obligation at end of year	****		3 915		3 567	****	246		260	****	4 161		3 827

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
		2024	****	2023		2024	****	2023	****
for the year ended 30 June		Rm		Rm		Rm		Rm	****
1% point change in actuarial assumptions:
Increase in the healthcare cost inflation	****	396		361		—	*	—	*
Decrease in the healthcare cost inflation	****	(343)		(310)		—	*	—	*
Increase in the discount rate	****	(326)		(293)	****	(21)		(22)
Decrease in the discount rate	****	380		346	****	25		27
*	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 employer’s cost is capped and all future increases due to the healthcare cost inflation are borne by the participants. There are no automatic pension increases for the United States of America pension plan.
---	---

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 need to be allowed for in a change in the percentage of income or pension charged.

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.

Healthcare cost inflation risk

Healthcare cost inflation is consumer price index inflation plus two percentage points over the long term. An increase in healthcare cost inflation will increase the obligation of the plan.

74 **** Sasol Annual Financial Statements 2024

Table of Contents

31	Post-retirement benefit obligations continued
31.1	Post-retirement healthcare obligations continued
---	---

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.

31.2	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 2024 are 2 080 048 (2023 – 2 080 048) Sasol ordinary shares valued at R287 million (2023 – R485 million) at year-end purchased under terms of an approved investment strategy, and property valued at R1 570 million (2023 – R1 533 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.

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Table of Contents

31	Post-retirement benefit obligations continued
31.2	Pension benefits continued
---	---

Pension fund assets

The assets of the pension funds are invested as follows:


			South Africa				United States of America
	****	2024			2023		2024		2023
at 30 June	****	%		****	%	****	%	****	%
Equities			52		52		28		35
resources	****		7		7	****	3		6
industrials	****		3		4	****	3		4
consumer discretionary	****		9		9	****	4		4
consumer staples	****		7		7	****	2		2
healthcare	****		4		5	****	3		4
information technologies	****		7		7	****	7		8
telecommunications	****		3		2	****	2		2
utilities			1		—		—		—
financials (ex real estate)	****		11		11	****	4		5
Fixed interest	****		20		19	****	45		39
Direct property	****		10		11	****	8		9
Listed property	****		3		3	****	—		—
Cash and cash equivalents	****		2		3	****	—		—
Third party managed assets	****		12		11	****	—		—
Other	****		1		1	****	19		17
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.

76 **** Sasol Annual Financial Statements 2024

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31	Post-retirement benefit obligations continued
31.2	Pension benefits continued
---	---

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	****	20	****	35	****	—	****	100
foreign	****	25	****	40	****	—	****	100
Fixed interest	****	10	****	25	****	—	****	100
Property	****	10	****	20	****	—	****	100
Other	****	—	****	15	****	—	****	100
1	Members of the defined contribution scheme have a choice of four investment portfolios. The portion of fund assets invested in each portfolio is 0,4%, 96,5%, 2,2% and 0,9% 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 targeted allocation disclosed represents the moderate balanced investment portfolio which the majority of the members of the scheme have adopted.
---	---

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.

Reconciliation of the projected net pension liability/(asset) recognised in the statement of financial position


			South Africa				Foreign				Total
	****	2024		****	2023	****	2024	****	2023	****	2024	****	2023
for the year ended 30 June		Rm			Rm		Rm		Rm		Rm		Rm
Projected benefit obligation (funded)			72 186		64 049		3 778		3 778		75 964		67 827
defined benefit portion	****		34 183		30 632	****	3 778		3 778	****	37 961		34 410
defined benefit option for defined contribution members	****		38 003		33 417	****	—		—	****	38 003		33 417
Plan assets	****		(79 389)		(69 291)	****	(4 596)		(4 478)	****	(83 985)		(73 769)
defined benefit portion	****		(41 386)		(35 874)	****	(4 596)		(4 478)	****	(45 982)		(40 352)
defined benefit option for defined contribution members	****		(38 003)		(33 417)	****	—		—	****	(38 003)		(33 417)
Projected benefit obligation (unfunded)	****		—		—	****	7 919		8 229	****	7 919		8 229
Asset not recognised due to asset limitation	****		7 111		5 158	****	—		—	****	7 111		5 158
Net (asset)/liability recognised	****		(92)		(84)	****	7 101		7 529	****	7 009		7 445

77 **** Sasol Annual Financial Statements 2024

Table of Contents

31	Post-retirement benefit obligations continued
31.2	Pension benefits continued
---	---

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 Group has an unconditional entitlement to only the funds in the employer surplus account and the contribution reserve. The remaining estimated surplus due to the Company amounted to approximately R92 million (2023 — R84 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

78 **** Sasol Annual Financial Statements 2024

Table of Contents

31	Post-retirement benefit obligations continued
31.2	Pension benefits continued
---	---

Reconciliation of projected benefit obligation


			South Africa				Foreign				Total			****
		2024			2023		2024		2023		2024		2023	****
for the year ended 30 June	****	Rm		****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****
Projected benefit obligation at beginning of year	****		64 049		60 478	****	12 007		10 030	****	76 056		70 508
Movements recognised in income statement:	****		9 268		8 426	****	894		884	****	10 162		9 310
current service cost	****		1 145		1 066	****	440		498	****	1 585		1 564
interest cost	****		8 123		7 360	****	454		386	****	8 577		7 746
Actuarial (gains)/losses recognised in other comprehensive income:	****		2 236		(1 482)	****	(155)		(353)	****	2 081		(1 835)
arising from changes in financial assumptions	****		911		421	****	(110)		(562)	****	801		(141)
arising from change in actuarial experience	****		1 325		(1 903)	****	(45)		209	****	1 280		(1 694)
Member contributions	****		601		562	****	—		—	****	601		562
Benefits paid	****		(3 968)		(3 935)	****	(492)		(450)	****	(4 460)		(4 385)
Translation of foreign operations	****		—		—	****	(557)		1 896	****	(557)		1 896
Projected benefit obligation at end of year	****		72 186		64 049	****	11 697		12 007	****	83 883		76 056

unfunded obligation^1^	****		—		—	****	7 919		8 229	****	7 919		8 229
funded obligation	****		72 186		64 049	****	3 778		3 778	****	75 964		67 827
1	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 R122 million (2023 – R137 million). A loss of R14 million (2023 – R42 million) has been recognised as a loss in other comprehensive income in respect of the reimbursive right.
---	---

79 **** Sasol Annual Financial Statements 2024

Table of Contents

31	Post-retirement benefit obligations continued
31.2	Pension benefits continued
---	---

Reconciliation of plan assets of funded obligation


			South Africa				Foreign				Total			****
		2024			2023		2024		2023		2024		2023	****
for the year ended 30 June	****	Rm		****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****
Fair value of plan assets at beginning of year	****		69 291		66 284	****	4 478		3 787	****	73 769		70 071
Movements recognised in income statement:	****		8 802		8 084	****	196		175	****	8 998		8 259
interest income	****		8 802		8 084	****	196		175	****	8 998		8 259
Actuarial gains/(losses) recognised in other comprehensive income:	****		3 351		(2 939)	****	224		55	****	3 575		(2 884)
arising from return on plan assets (excluding interest income)	****		3 351		(2 939)	****	224		55	****	3 575		(2 884)
Plan participant contributions^1^	****		601		562	****	—		—	****	601		562
Employer contributions^1^	****		1 312		1 235	****	71		71	****	1 383		1 306
Benefit payments	****		(3 968)		(3 935)	****	(213)		(212)	****	(4 181)		(4 147)
Translation of foreign operations	****		—		—	****	(160)		602	****	(160)		602
Fair value of plan assets at end of year	****		79 389		69 291	****	4 596		4 478	****	83 985		73 769
Actual return on plan assets	****		12 153		5 145	****	420		231	****	12 573		5 376
1	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 2025 financial year.


	****	South Africa	****	Foreign
		Rm		Rm
Pension contributions	****	1 225		57

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			****
		2024		2023		2024		2023	****
for the year ended 30 June	****	Rm	****	Rm	****	Rm	****	Rm	****
1% point change in actuarial assumptions
Increase in average salaries increase assumption	****	5		5	****	265		297
Decrease in average salaries increase assumption	****	(4)		(5)	****	(234)		(227)
Increase in the discount rate	****	(1 479)		(1 251)	****	(1 143)		(1 169)
Decrease in the discount rate	****	1 744		1 471	****	1 402		1 445
Increase in the pension increase assumption	****	1 838		1 561	****	877	*	897	*
Decrease in the pension increase assumption	****	(1 589)		(1 354)	****	(673)	*	(690)	*
*	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.

80 **** Sasol Annual Financial Statements 2024

Table of Contents

31	Post-retirement benefit obligations continued
31.2	Pension benefits continued
---	---

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 Group’s 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 Group’s 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; or
●	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.

81 **** Sasol Annual Financial Statements 2024

Table of Contents RESERVES

32	Share-based payment reserve


				2024			2023	2022	****
for the year ended 30 June	****	Note	****	Rm		****	Rm	Rm	****

During the year, the following share-based payment expense was recognised in the income statement relating to the equity-settled share-based payment schemes:
Long-term incentives		32.1	****		891		909	1 001
Sasol Khanyisa Employee Share Ownership Plan (ESOP): Tier 2 — Qualifying employees		32.2			95		124	163

Equity-settled — recognised directly in equity	****				986		1 033	1 164

32.1	Sasol 2022 Long-term incentive plan

The objective of the Sasol Long-term Incentive (LTI) plans is to provide qualifying senior employees the opportunity of receiving an incentive linked to the value of Sasol Limited ordinary shares and to align the interest of participants with the interest of shareholders. The LTI plans allow certain senior employees to earn variable pay in the form of a long-term incentive amount subject to the achievement of vesting conditions. Vesting conditions include a service period and targets relating to return on invested capital, holistic focus on ESG matters and relative total shareholder return measured against a defined peer group. Allocation of the LTI award is linked to the role category of the individual and performance of the group and subject to line manager discretion. Participants earn dividend equivalent LTI awards over the vesting period on the awarded LTI units after adjusting for CPTs.

LTIs which have not yet vested will lapse on resignation. On death, unvested LTIs vest immediately. There is no service penalty or early vesting under the latest (2022) LTI plan rules in respect of good leavers who have been employed for more than 270 days from award date. The standard vesting period is three years, with the exception of top management, who have a split three and five year vesting period of 50% of the awards respectively. Restricted LTIs offered to members of the GEC, have a 5-year vesting period. Top management are subjected to minimum shareholding and post-employment shareholding requirements.

82 **** Sasol Annual Financial Statements 2024

Table of Contents

32	Share-based payment reserve continued
32.1	Long-term incentive plans continued
---	---

The maximum number of shares issued under the 2022 plan may not exceed 32 million representing 5% of Sasol Limited’s 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 2022*		14 262 197		222,16
LTIs granted		3 179 896		322,43
LTIs exercised		(4 862 497)		280,69
Effect of CPTs and LTIs forfeited		(655 706)		244,41
Balance at 30 June 2023	****	11 923 890	****	223,80
LTIs granted	****	5 096 901	****	237,92
LTIs exercised	****	(5 269 601)	****	155,97
Effect of CPTs and LTIs forfeited	****	(757 993)	****	285,49
Balance at 30 June 2024*	****	10 993 197	****	258,52
*	The incentives outstanding as at 30 June 2024 have a weighted average remaining vesting period of 1,5 years (30 June 2023: 1,3 years). The exercise price of these options is Rnil.
---	---


		2024		2023
for year ended 30 June	****	Rand	****	Rand
Average weighted market price of LTIs vested		184,73		300,94


Average fair value of incentives granted		****	2024	****	2023
Model			Monte-Carlo		Monte-Carlo
Risk-free interest rate — Rand	(%)		7,69 - 8,33		6,76 - 8,21
Risk-free interest rate — US	(%)		2,24 - 2,46		1,45 - 2,37
Expected volatility	(%)		37,64		50,24
Expected dividend yield	(%)		7,27		6,37
Expected forfeiture rate	(%)		5		5
Expected vesting percentage	(%)		95,26		98,65
Vesting period — top management			3 / 5 years		3/5 years
Vesting period — all other participants			3 years		3 years

All values are in US Dollars.

83 **** Sasol Annual Financial Statements 2024

Table of Contents

32	Share-based payment reserve continued
32.1	Long-term incentive plans continued
---	---

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 the share-based payment reserve, on a straight-line basis over the period that the employees become unconditionally entitled to the shares, based on management’s 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.

Areas of judgement:

The valuation of the share-based payment expense requires a significant degree of judgement to be applied by management.

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 overall expected vesting percentage takes into consideration service, market and non-market conditions. Refer to the Report of the Remuneration Committee for details on the vesting conditions.

32.2	The Sasol Khanyisa share transaction

Sasol Khanyisa was implemented on 1 June 2018. Sasol Khanyisa has been designed to comply with the revised B-BBEE legislation in South Africa and seeks to ensure ongoing 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 Group’s South African operations. Sasol Khanyisa Tier 1 was concluded in 2021.

At the end of 10 years, or earlier if the underlying funding has been settled, the participants in Khanyisa Tier 2, will exchange their SSA shareholding on a fair value-for-value basis for Sasol BEE ordinary shares to the extent that value was created during the transaction term.

Sasol BEE ordinary 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.

84 **** Sasol Annual Financial Statements 2024

Table of Contents

32	Share-based payment reserve continued
32.2	The Sasol Khanyisa share transaction continued
---	---

Remaining components of the transaction:

Tier 2 — SSA qualifying employees

Qualifying Black employees participate via the Khanyisa Employee Share Ownership plan (Khanyisa ESOP) through a beneficial interest, funded wholly by Sasol (vendor funding), in approximately 9,2% 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 are 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.

The Tier 2 options have a staggered vesting period with portions vesting from 3 years, and then each year until the end of the transaction term, being 10 years. The last available options were awarded in June 2023. The outstanding options at 30 June 2024 have a weighted average remaining vesting period of 1,9 years (2023: 2,2 years). The weighted average fair value of the outstanding options is R61,69 (2023: R61,69) and was derived from the Monte-Carlo option pricing model. The estimated strike price value for Tier 2 is R172,98 (2023: R196,19) and represents the remaining vendor funding per share at 30 June 2024.

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.

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Table of Contents

32	Share-based payment reserve continued
32.2	The Sasol Khanyisa share transaction continued
---	---

Areas of judgement:

The measurement of the Khanyisa SSA share based payment is subject to estimation and judgement, 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, rand/US$ 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.
---	---

86 **** Sasol Annual Financial Statements 2024

Table of Contents Other disclosures

Other disclosures	88

Contingent liabilities	88

Related party transactions	92

Subsequent events	101

Financial risk management and financial instruments	102

87 **** Sasol Annual Financial Statements 2024

Table of Contents OTHER DISCLOSURES

33	Contingent liabilities
33.1	Litigation
---	---

Dispute by Solidarity Trade Union relating to Sasol Khanyisa share scheme

Solidarity referred a dispute relating to the Sasol Khanyisa share scheme to the Commission for Conciliation, Mediation and Arbitration (CCMA) on 17 December 2017, where after 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.

The matter was referred to the CCMA and was subsequently certified as unresolved in February 2019. The parties exchanged pleadings in the matter and 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 was scheduled to hear the matter on 17 September 2020 in Johannesburg.

After the prepared Statement of Case formulation was amended by Solidarity and the other parties objected; no agreement was reached, and Sasol decided to withdraw and for a separate hearing date be set for its case. The parties filed the pre-trial minute and the trial date was set for 13 May 2024. Since February 2024 interactions with Solidarity commenced in order to ascertain the position of the latter regarding its intention to litigate. Once it was established that a settlement was possible, it was pursued and in the first week of April 2024 settlement was reached. The Plaintiffs withdrew their claims in the Labour Court and Sasol made a contribution to their legal costs. The matter is concluded and closed.

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Table of Contents

33	Contingent liabilities continued
33.1	Litigation continued
---	---

Legal review of Sasol Gas National Energy Regulator of South Africa (NERSA) maximum price decision (March 2013, November 2017 and July 2021)

Following the legal review applications in terms of which the 2013 and 2017 NERSA Maximum Gas Price (MGP) decisions were overturned, NERSA in 2020 adopted a MGP Methodology in terms of which MGP for Sasol Gas is determined with reference to international benchmark prices. Pursuant to the Sasol Gas price application submitted to NERSA in December 2020, NERSA, on 6 July 2021 published its MGP decision in which it approved MGPs for Sasol Gas for the period from 2014 up to 2021 and determined how the maximum prices are to be determined for 2022 and 2023. With effect from 1 September 2021 Sasol Gas adopted a revised actual gas price methodology in terms of its supply agreements with customers in order to comply with the new NERSA MGP decision.

Because the new MGPs approved by NERSA for the period of the overturned decision is lower than the actual price charged to a large number of Sasol Gas’ customers, the risk of a retrospective liability for Sasol Gas was identified in the event that customers institute claims for compensation based on the differences between the new approved MGPs and actual gas prices historically charged by Sasol Gas. In May 2022 Sasol Gas pro-actively approached its customers with a bespoke settlement offer for each affected customer to resolve this retrospective liability. By 30 June 2024 final and provisional settlements with an aggregate value of R1,7 billion have been reached with customers, which refunds were credited to the customer accounts. The remaining R66 million of the anticipated liability was reflected as an accrued expense as at 30 June 2024.

In December 2021 the Industrial Gas Users Association of Southern Africa (IGUA-SA) launched a legal review application in which it seeks to overturn the 2021 NERSA MGP decision that approved MGPs for Sasol Gas for the period from 2014 – 2023. Both NERSA and Sasol Gas opposed this further litigation. The matter was heard by the High Court on 30 and 31 May 2023. On 20 June 2024 the court handed down its decision to grant the review application. In its order the court overturned the 2021 NERSA MGP decision and remitted the matter back to NERSA to take a new MGP decision. Sasol Gas brought an application for leave to appeal the decision by the High Court and a hearing date for the appeal will be set in due course. An adverse outcome in this litigation could potentially lead to liability on the part of Sasol Gas, the extent of which is undeterminable as at 30 June 2024.

Competition Commission referral to Competition Tribunal of Gas Price complaints

During 2022 certain customers of Sasol Gas submitted complaints to the Competition Commission relating to alleged pricing conduct prohibited by the South African Competition Act, 1998 (Act No 89 of 1998). Following an application for an interdict to restrain Sasol from increasing its gas prices above the then ruling maximum price the Competition Tribunal issued an interdict in May 2023 providing that Sasol Gas can only increase its gas prices after two months’ written notice to the complainant and if the gas price was approved by NERSA. Following the approval by NERSA of the MGP for FY24, Sasol Gas complied with the required notice as ordered by the Competition Tribunal. The FY24 NERSA MGP decision was implemented by Sasol Gas as from 1 January 2024.

Sasol Gas launched a review application in the Competition Appeal Court to overturn the decisions by the Competition Commission relating to its investigation of the complaints as it relates to the gas prices because in terms of the Gas Act, NERSA is the industry regulator with the applicable jurisdiction for the regulation of gas prices in the South African piped gas market as long as there is inadequate competition in the market. This application was dismissed by the Competition Appeal Court (CAC) on 5 March 2024. On 22 July 2024 the Constitutional Court dismissed the Sasol Gas application for leave to appeal. The referral on 10 July 2023 by the Competition Commission of the price complaints will proceed before the Competition Tribunal. The exchange of pleadings in the matter continues in order to prepare for the hearing of the matter, the date of which will be determined in due course.

89 **** Sasol Annual Financial Statements 2024

Table of Contents

33	Contingent liabilities continued
33.1	Litigation continued
---	---

Sasol Oil (Pty) Ltd & TotalEnergies Marketing South Africa (Pty) Ltd (Total) v Transnet SOC Ltd (Transnet) – Crude Oil Transportation Tariff dispute

Sasol Oil uses the crude oil pipeline owned by Transnet Pipelines to transport crude oil to NATREF for processing and is charged for this service at a specific crude oil tariff. This tariff was historically determined through a commercial agreement between the Parties, which agreement also included the so-called Variation Agreement relating to the inland nature of the NATREF refinery. After the tariffs started to be determined by NERSA in terms of the Petroleum Pipelines Act, 2003 (Act 60 of 2003) a dispute arose between the parties regarding the tariff applicable to the conveyance of crude oil.

In September 2017, Sasol Oil issued summons against Transnet for damages resulting from the difference between the transportation costs that should have been charged by Transnet in terms of the Variation Agreement compared to the tariffs that were actually charged by Transnet in terms of the NERSA approved tariffs. The NERSA approved tariffs do not distinguish between the tariff for crude oil and the tariff for refined products. The other user of NATRE, Total instituted legal proceedings of a similar nature against Transnet in 2013.

Transnet defended the matter. Sasol Oil and Total’s actions have been consolidated. Certain issues in the consolidated matter had been decided by the High Court in 2015 and the Supreme Court of Appeal (SCA) in 2016.

After certain separated issues in the ongoing litigation were heard by the Court, the High Court on 9 October 2020 made an order in favour of both Sasol Oil and Total. A subsequent appeal by Transnet to the SCA of two of the High Court’s findings, namely (i) that the High Court erred in finding that Transnet’s termination of the Variation Agreement was invalid and ineffectual and (ii) that the High Court erred in not finding that Sasol’s and Total’s claims did not disclose a cause of action was dismissed by the SCA in March 2021.

Thereafter, in April 2021, Transnet approached the Constitutional Court with an application for leave to appeal, which both Sasol Oil and Total opposed. The Constitutional Court handed down judgement on 21 June 2022:

●	The Constitutional Court did not grant Transnet leave to appeal on the cause of action issue. In the circumstances, Sasol and Total’s contractual damages claims following Transnet’s breach of the Variation Agreement continued in respect of the duration of the Variation Agreement, which was validly terminated on 13 September 2020 (see below);
●	The Constitutional Court granted Transnet leave to appeal in respect of the termination issue, allowed Transnet’s appeal and declared that the Variation Agreement was terminable, was terminated validly and came to an end on 13 September 2020. The Constitutional Court set aside the High Court’s order in so far as it related to the termination issue.
---	---

After the Parties were granted leave to amend their respective pleadings, the High Court litigation regarding the quantum of these claims proceeded from 15 April to 3 May 2024. On 18 June 2024, judgement was handed down by the High Court in Sasol Oil’s and Total’s favour. The Court awarded damages in the amount of R3,9 billion to Sasol, with interest (R2,3 billion calculated up to 31 May 2024). Sasol did not recognise the awarded damages in its financial statements for the year ended 30 June 2024 as the outcome of the process is not considered to be definitively closed. Transnet filed an application for leave to appeal this High Court decision during July 2024 and a date for the hearing of the application will be set in due course.

After the High Court judgement in 2020 mentioned above, Sasol Oil and Total proceeded to apply their own calculation of the corrected crude oil tariff in line with the High Court judgement and made payment for crude oil conveyance from December 2020 in accordance with this calculation. The calculation has been adjusted for each tariff year. These payments are at the reduced tariff and therefore constitute a shortfall to Transnet in respect of the tariff invoiced by Transnet over this period. In July 2022, Transnet instituted legal proceedings against Sasol Oil for payment of the aggregate shortfall in the tariff. Sasol Oil is defending these proceedings and the trial in this matter took place from 29 July 2024 to 15 August 2024.

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Table of Contents

33	Contingent liabilities continued
33.1	Litigation continued
---	---

Final arguments in this matter are scheduled to take place on 29 and 30 August 2024.

Pursuant to Transnet’s persistent threats to not accept crude oil orders from Sasol Oil unless Sasol Oil makes payment of the full NERSA tariff on a pre-payment basis, Sasol Oil agreed with Transnet to make payment of Transnet’s invoices in full in respect of crude oil conveyance from 1 June 2023, but under protest so as to not compromise the legal proceedings. Sasol Oil has raised a payable for the shortfall according to Transnet’s formula for the period up to 1 June 2023.

In June 2023 Sasol Oil also launched a legal review application against the 2023/4 Transnet Tariff approval by NERSA to set the NERSA decision aside in which NERSA persisted with a single tariff and did not differentiate between the tariffs for crude oil and white product conveyance respectively. Sasol Oil will bring a review application against the 2024/5 Transnet Tariff approval by NERSA on the similar grounds.

Clause 12A application

Sasol’s emission sources at our operations in South Africa are regulated in accordance with atmospheric emission licenses which are based on the Minimum Emission Standards (MES) published in terms of section 21 of the National Environmental Management: Air Quality Act. On 11 July 2023, Sasol was informed that the National Air Quality Officer (NAQO) had declined its application of June 2022 in terms of Clause 12A of the MES to be regulated on an alternative emission load basis for the SO2 emissions from the boilers at its SO’s steam plants from 1 April 2025 onwards.

Sasol filed an appeal to the Minister of Forestry, Fisheries and the Environment (the Minister) in July 2023. On 5 April 2024, the Minister issued her decision, in terms of which she upheld Sasol’s appeal and set aside the decision of the NAQO. The Minister concluded that Sasol’s application met all the requirements of Clause 12A, and therefore replaced the NAQO's decision by permitting that load-based limits be applied from 1 April 2025 up to 31 March 2030, subject to further conditions. The decision was contingent on the Minister’s subsequent determination of concentration-based limits to apply in addition to the load-based limit. On 26 July 2024 Sasol received notification that the concentration-based limits have been determined. Sasol can accordingly continue with the implementation of its load-based integrated solution. Sasol will apply to the local licensing authority to incorporate the abovementioned limits in the atmospheric emissions license (AEL) for its Secunda Operations, to give effect to the Ministers decisions. The varied AEL will enable lawful operations from 1 April 2025.

The decision does not expressly refuse or grant a load-based dispensation beyond 31 March 2030, although this has been requested by Sasol in our initial application and appeal. The implementation of the reduction roadmap, as a condition of the decision, is contingent on SO2 also being regulated on a load-based limit beyond 31 March 2030. Accordingly, a further dispensation may be required as available in law, the outcome of which cannot be guaranteed.

Other litigation 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 Group's financial results.

91 **** Sasol Annual Financial Statements 2024

Table of Contents

33	Contingent liabilities continued

33.2Competition 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.

33.3Environmental orders

Sasol’s environmental obligation accrued at 30 June 2024 was R16 524 million compared to R17 293 million at 30 June 2023.

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.

34	Related parties
34.1	Transactions with related parties
---	---

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 are included in the financial performance and results of the Group. 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. Disclosure in respect of transactions with joint ventures and associates is provided in note 18.

Except for the Group's interests in joint ventures and associates, there are no other related parties with whom material individual transactions have taken place.

92 **** Sasol Annual Financial Statements 2024

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34	Related party transactions continued
34.2	Key management remuneration
---	---

Key management comprises Directors and members of the Group Executive Committee (GEC), who have been determined to be Prescribed Officers of Sasol Limited.

Executive directors’ remuneration and benefits


	****	S Baloyi³		****	FR Grobler⁴			VD Kahla			HA Rossouw⁵
	****	2024	2023	****	2024	2023	****	2024	2023	****	2024	2023
Executive Directors		R'000	R'000		R'000	R'000		R'000	R'000		R'000	R'000
Salary	****	2 503	—	****	10 615	13 117	****	8 216	7 762	****	7 901	7 468
Risk and Retirement funding	****	385	—	****	—	—	****	388	380	****	894	844
Vehicle benefit	****	75	—	****	—	—	****	—	—	****	—	—
Healthcare	****	36	—	****	117	143	****	132	114	****	—	—
Taxable fringe benefits^6^	****	7	—	****	55	44	****	570	635	****	38	25
Total salary and benefits	****	3 006	—	****	10 787	13 304	****	9 306	8 891	****	8 833	8 337
Short-term incentive^1^	****	1 473	—	****	4 882	10 364	****	2 579	4 242	****	2 804	5 060
Long-term incentive ^2^	****	2 675	—	****	5 492	17 028	****	2 794	14 681	****	—	—
Total annual remuneration	****	7 154	—	****	21 161	40 696	****	14 679	27 814	****	11 637	13 397

1	Short-term incentives approved based on the Group results for FY24 and payable in the FY25 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2024 x Group STI achievement x Individual Performance Achievement.
2	Long-term incentives gains for 2024 represent the annual and on-appointment grant awards made between 27 September 2021 and 25 May 2022. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (between 83,6% and 95,1%) x June 2024 average share price. The actual vesting date for the awards is between 27 September 2024 and 25 May 2025 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 in FY25 and the balance in FY27, 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 Baloyi was appointed as Executive Director, President and CEO from 1 April 2024. His current remuneration has been apportioned between his 9-month service as a Prescribed Officer and 3-month service as President and CEO. A substantial market adjustment was approved for 1 October 2024.
---	---
4	Mr Grobler resigned as Executive Director, President and CEO on 31 March 2024.
---	---
5	Mr Rossouw tendered his resignation as Group CFO on 1 May 2024, but will serve the contractual 6 month notice period. All unvested LTIs will be forfeited upon his resignation.
---	---
6	Taxable fringe benefits may include vehicle insurance, security costs and other contractually agreed benefits.
---	---

93 **** Sasol Annual Financial Statements 2024

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34	Related party transactions continued

34.2Key management remuneration continued


Executive directors’ unvested LTI holdings (number & intrinsic value) for 2024

	****	S Baloyi^5^		****	FR Grobler				VD Kahla			HA Rossouw
	****		Intrinsic	****			Intrinsic			Intrinsic	****		Intrinsic
		Number	value^1^		Number	****	value^1^	****	Number	value^1^	****	Number	value^1^
Executive Directors			R'000				R'000			R'000			R'000
Balance at beginning of the year	****	—	—	****	296 695		69 207		178 871	41 723	****	32 734	7 636
Awards granted^2^	****	—	—		86 491		21 354		38 537	9 514		44 086	10 884
Change in value^1^	****	—	(655)		—		(33 088)		—	(18 613)		—	(7 911)
Effect of corporate performance targets	****	—	—		(7 263)		(1 380)		(6 264)	(1 190)		—	—
Dividend equivalents	****	—	—		10 081		1 915		4 419	839		—	—
Awards settled^3^	****	—	—		(44 607)		(8 031)		(34 693)	(7 295)		—	—
Effect of changes in Executive Directors	****	79 004	11 565		(341 397)		(49 977)		—	—		—	—
Balance at the end of the year^4^	****	79 004	10 910	****	—		—		180 870	24 978	****	76 820	10 609
1	Intrinsic values at the beginning and end of the year have been determined using the closing price of:
---	---

30 June 2024 R138,10

30 June 2023 R233,26

Change in intrinsic value for the year results from changes in share price.

2	LTIs granted on 28 August 2023.
3	Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2023 that was settled in the 2024 financial year. Difference between the long-term incentive gains disclosed in 2023 and the amount settled in 2024 is due to difference in actual share price at vesting date and the share price at date of disclosure. 50% of the award that vested in 2024 is still subject to a continued employment period of two years.
---	---
4	Includes a total of 45 414 conditional LTIs issued in FY21 for which the renewable energy CPT has been deferred up to 31 December 2026.
---	---
5	On-appointment award could not be made in May 2024, due to the Executive Director being placed in a precautionary closed period and this award will be combined with the annual award, when the closed period is lifted.
---	---

94 **** Sasol Annual Financial Statements 2024

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34	Related party transactions continued

34.2Key management remuneration continued

Prescribed Officers’ remuneration and benefits


		S Baloyi^3^				HC Brand^4^				V Bester⁵				BP Mabelane^6^
		2024		2023		2024		2023		2024		2023		2024		2023
Prescribed Officers	****	R'000		R'000	****	R'000		R'000	****	R'000		R'000	****	R'000		R'000
Salary	****	4 352		4 773	****	—		5 088	****	1 386		—	****	6 153		7 778
Risk and Retirement funding	****	857		1 017	****	—		1 492	****	211		—	****	290		380
Vehicle benefit	****	225		300	****	—		234	****	—		—	****	—		—
Healthcare	****	106		126	****	—		101	****	28		—	****	47		60
Taxable fringe benefits^7^	****	20		179	****	—		2 531	****	1 001		—	****	22 625		1 008
Total salary and benefits		5 560		6 395		—		9 446		2 626		—		29 115		9 226
Short-term incentive^1^	****	4 418		3 672	****	—		3 553	****	479		—	****	—		4 227
Long-term incentive^2^	****	—		4 103	****	—		6 045	****	1 086		—	****	—		15 876
Total annual remuneration	****	9 978	****	14 170	****	—	****	19 044	****	4 191	****	—	****	29 115	****	29 329
1	Short-term incentives approved based on the Group results for FY24 and payable in the FY25 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2024 x Group STI achievement x Individual Performance Achievement.
---	---
2	Long-term incentives gains for 2024 represent the annual and on-appointment grant awards made between 27 September 2021 and 25 May 2022. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (between 83,6% and 100%) x June 2024 average share price. The actual vesting date for the awards is between 27 September 2024 and 25 May 2025 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 in FY25 and the balance in FY27, 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 Baloyi was appointed as Executive Director, President and CEO from 1 April 2024. His current remuneration has been apportioned between his 9-month service as a Prescribed Officer and 3 month service as President and CEO.
---	---
4	Mr Brand retired on 30 June 2023. Taxable fringe benefits include a R2 516 801 accumulated leave encashment paid with his final salary.
---	---
5	Mr Bester was appointed as EVP: Energy Operations and Projects from 1 April 2024. When Mr Bester joined in May 2022, a staggered buy-out agreement was implemented to partially compensate for variable pay already earned with his previous employer but forfeited upon resignation before the vesting date. The last tranch of R1 million was paid in May 2024.
---	---
6	An agreement was reached with Ms Mabelane regarding her resignation from the Company on 31 March 2024. Taxable fringe benefits include an agreed separation payment. She has no further rights to any other compensation.
---	---
7	Taxable fringe benefits may include vehicle insurance, security costs, leave encashment on service termination and other contractually agreed benefits.
---	---

95 **** Sasol Annual Financial Statements 2024

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34	Related party transactions continued

34.2Key management remuneration continued


		CK Mokoena				CF Rademan^3^				BV Griffith^⁴^				AGM Gerber⁵
		2024		2023		2024		2023		2024		2023		2024		2023
Prescribed Officers	****	R'000		R'000	****	R'000		R'000	****	R'000		R'000	****	R'000		R'000
Salary	****	6 655		6 283	****	2 314		6 753	****	9 594		11 023	****	1 943		—
Risk and Retirement funding	****	363		357	****	—		—	****	2 012		812	****	51		—
Vehicle benefit	****	—		—	****	—		—	****	—		—	****	75		—
Healthcare	****	157		143	****	—		—	****	311		365	****	21		—
Taxable fringe benefits^6^	****	21		15	****	249		2	****	469		546	****	113		—
Total salary and benefits	****	7 196	****	6 798	****	2 563	****	6 755	****	12 386	****	12 746	****	2 203	****	—
Short-term incentive^1^	****	2 119		3 380	****	1 624		3 200	****	2 730		6 087	****	—		—
Long-term incentive^2^	****	2 295		5 929	****	—		—	****	2 935		7 169	****	—		—
Total annual remuneration	****	11 610	****	16 107	****	4 187	****	9 955	****	18 051	****	26 002	****	2 203	****	—
1	Short-term incentives approved based on the Group results for FY24 and payable in the FY25 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2024 x Group STI achievement x Individual Performance Achievement.
---	---
2	Long-term incentives gains for 2024 represent the annual and on-appointment grant awards made between 27 September 2021 and 25 May 2022. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (between 83,6% and 100%) x June 2024 average share price. The actual vesting date for the awards is between 27 September 2024 and 25 May 2025 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 in FY25 and the balance in FY27, 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 Rademan retired as Prescribed Officer and EVP: Sasol Mining on 31 October 2023. A pro rata STI payment in respect of Mining specific objectives achieved for the contract period, was approved by the Committee. Mr Rademan did not receive any LTIs for the contract period.
---	---
4	Mr Griffith stepped down as Prescribed Officer and EVP Chemicals on 14 April 2024. His Retirement funding includes a contractually agreed retirement gratuity of $65 000.
---	---
5	Ms Gerber was appointed on 15 April 2024 as Prescribed Officer and EVP: International Chemicals on a German employment contract, payable in Euros. Taxable fringe benefits include accommodation costs for a three-month period, per her contract of employment.
---	---
6	Taxable fringe benefits may include vehicle insurance, security costs, leave encashment on service termination and other contractually agreed benefits.
---	---

96 **** Sasol Annual Financial Statements 2024

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34	Related party transactions continued

34.2Key management remuneration continued


		C Herrmann³				SD Pillay⁴				H Wenhold⁵
	****	2024	****	2023	****	2024	****	2023	****	2024	****	2023
Prescribed Officers		R'000		R'000		R'000		R'000		R'000		R'000
Salary	****	1 845		—	****	1 192		—	****	3 548		—
Risk and Retirement funding	****	142		—	****	192		—	****	1 039		—
Vehicle benefit	****	—		—	****	38		—	****	71		—
Healthcare	****	25		—	****	28		—	****	75		—
Taxable fringe benefits^6^	****	648		—	****	—		—	****	28		—
Total salary and benefits	****	2 660		—	****	1 450		—	****	4 761		—
Short-term incentive¹	****	577		—	****	422		—	****	1 378		—
Long-term incentive²	****	2 062		—	****	778		—	****	3 791		—
Total annual remuneration	****	5 299		—	****	2 650		—	****	9 930		—
1	Short-term incentives approved based on the Group results for FY24 and payable in the FY25 financial year. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2024 x Group STI achievement x Individual Performance Achievement.
---	---
2	Long-term incentives gains for 2024 represent the annual and on-appointment grant awards made between 27 September 2021 and 25 May 2022. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (between 83,6% and 100%) x June 2024 average share price. The actual vesting date for the awards is between 27 September 2024 and 25 May 2025 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 in FY25 and the balance in FY27, 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 Herrmann was appointed as Prescribed Officer and EVP: Marketing and Sales Energy and Chemicals Southern Africa from 1 April 2024 on a German employment contract, expatriated to South Africa. His salary continues to be paid in Euros. Taxable fringe benefits include relocation costs from Germany to South Africa.
---	---
4	Dr Pillay was appointed as Prescribed Officer and EVP: Business Building, Strategy and Technology from 1 April 2024.
---	---
5	Mr Wenhold was appointed as Prescribed Officer and EVP: Mining, Risk and SHE from 1 November 2023.
---	---
6	Taxable fringe benefits may include vehicle insurance, security costs, leave encashment on service termination and other contractually agreed benefits.
---	---

97 **** Sasol Annual Financial Statements 2024

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34	Related party transactions continued

34.2Key management remuneration continued

Prescribed Officers’ unvested LTI holdings (number & intrinsic value) for 2024


		S Baloyi			V Bester^6^			C Herrmann^6^		BP Mabelane⁵
			Intrinsic			Intrinsic			Intrinsic		Intrinsic
		Number	value^1^		Number	value^1^		Number	value1	Number	value^1^
Prescribed Officers			R'000			R'000			US'000		R'000
Balance at beginning of the year	****	54 763	12 774	****	—	—	****	—	—	148 998	34 755
Awards granted^2^	****	32 325	7 981	****	—	—	****	—	—	38 358	9 471
Change in value^1^	****	—	(7 799)	****	—	(174)	****	—	200	—	(12 434)
Effect of corporate performance targets	****	(393)	(75)	****	—	—	****	(587)	(6)	(28 870)	(5 484)
Dividend equivalents	****	2 373	451	****	—	—	****	2 634	27	7 865	1 494
Awards settled^3^	****	(10 064)	(1 767)	****	—	—	****	(14 116)	(174)	(37 626)	(8 958)
Awards forfeited^5^		—	—		—	—		—	—	(38 358)	(5 615)
Effect of changes in Prescribed Officers	****	(79 004)	(11 565)	****	20 927	3 064	****	70 909	550	(90 367)	(13 229)
Balance at the end of the year^4^	****	—	—	****	20 927	2 890	****	58 840	597	—	—

All values are in US Dollars.

1	Intrinsic values at the beginning and end of the year have been determined using the closing price of:

30 June 2024 R138,10 ($10,14)

30 June 2023 R233,26 ($12,38)

Change in intrinsic value for the year results from changes in share price.

2	LTIs granted on 28 August 2023 and 17 November 2023 (H Wenhold only).
3	Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2023 that was settled in the 2024 financial year. Difference between the long-term incentive gains disclosed in 2023 and the amount settled in 2024 is due to difference in actual share price at vesting date and the share price at date of disclosure.
---	---
4	Includes a total of 22 401 conditional LTIs issued in FY21 for which the renewable energy CPT has been deferred up to 31 December 2026.
---	---
5	Mrs Mabelane resigned effective 31 March 2024. In terms of the 2022 LTI Plan rules, her 28 August 2023 award lapsed on resignation.
---	---
6	On-appointment awards for Messrs Bester, Herrmann and Ms Gerber could not be made in May 2024, due to them being placed in a precautionary closed period and this award will be combined with the annual award, when the closed period is lifted.
---	---

98 **** Sasol Annual Financial Statements 2024

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34	Related party transactions continued

34.2Key management remuneration continued

Prescribed Officers’ unvested LTI holdings (number & intrinsic value) for 2024 continued


	****	CK Mokoena		****	S Pillay^5^				H Wenhold			BV Griffith
	****	Number	Intrinsic value^1^	****	Number	****	Intrinsic value^1^	****	Number	Intrinsic value^1^	****	Number	Intrinsic value^1^
Prescribed Officers			R'000				R'000			R'000			US$'000
Balance at beginning of the year	****	112 126	26 155	****	—		—		—	—	****	146 862	1 818
Awards granted^2^	****	31 655	7 816	****	—		—		33 923	7 650	****	53 337	703
Change in value^1^	****	—	(13 332)	****	—		(186)		—	(10 664)	****	—	(761)
Effect of corporate performance targets	****	(2 530)	(481)	****	424		81		(608)	(115)	****	(3 015)	(31)
Dividend equivalents	****	3 652	694	****	—		—		3 673	698	****	3 487	35
Awards settled^3^	****	(17 282)	(3 228)	****	—		—		(15 577)	(2 734)	****	(18 597)	(196)
Effect of changes in Prescribed Officers	****	—	—	****	19 754		2 892		83 659	19 675	****	(182 074)	(1 568)
Balance at the end of the year^4^	****	127 621	17 624	****	20 178		2 787		105 070	14 510	****	—	—
1	Intrinsic values at the beginning and end of the year have been determined using the closing price of:
---	---

30 June 2024 R138,10 ($10,14)

30 June 2023 R233,26 ($12,38)

Change in intrinsic value for the year results from changes in share price.

2	LTIs granted on 28 August 2023 and 17 November 2023 (H Wenhold only).
3	Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2023 that was settled in the 2024 financial year. Difference between the long-term incentive gains disclosed in 2023 and the amount settled in 2024 is due to difference in actual share price at vesting date and the share price at date of disclosure.
---	---
4	Includes a total of 22 401 conditional LTIs issued in FY21 for which the renewable energy CPT has been deferred up to 31 December 2026.
---	---
5	On - appointment awards for Dr Pillay and Ms Gerber could not be made in May 2024, due to them being placed in a precautionary closed period and this award will be combined with the annual award, when the closed period is lifted.
---	---

99 **** Sasol Annual Financial Statements 2024

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34	Related party transactions continued

34.2Key management remuneration continued

The total IFRS2 charge for LTIs awarded to the Executive Directors and the Prescribed Officers in 2024 amounted to R30 million (30 June 2023: R29 million) and R41 million (30 June 2023: R45 million).

Non-executive Directors’ remuneration


				Ad Hoc or
		Lead inde-		special
	Board	pendent		purpose
	meeting	Director	Committee	board	Total^1^	Total^10^
	fees^2^	fees^2^	fees^2^	committee^2^	2024	2023
Non-executive Directors	R'000	R'000	R'000	R'000	R'000	R'000
SA Nkosi (Chairman)^3^	1 936	—	—	—	1 936	5 053
S Westwell (Lead Independent Director)^4^	4 794	314	504	—	5 612	4 480
MJ Cuambe	1 983	—	702	—	2 685	2 860
MBN Dube^5^	2 927	—	1 341	—	4 268	3 163
M Flöel^6^	2 380	—	1 163	—	3 543	2 989
K Harper^7^	2 380	—	729	—	3 109	2 633
GMB Kennealy	1 778	—	945	—	2 723	2 731
NNA Matyumza	1 778	—	560	—	2 338	2 340
MEK Nkeli	1 778	—	769	—	2 547	2 553
A Schierenbeck^8^	785	—	190	—	975	1 293
S Subramoney	1 778	—	560	—	2 338	2 340
TJ Cumming^9^	161	—	56	—	217	—
Total	24 458	314	7 519	—	32 291	32 435

1	Fees exclude VAT.
2	Board and Committee fees are based in USD, thus impacted by the USD/ZAR foreign exchange rates as determined from time to time. For non-Executive Directors permanently residing outside of the UK, Europe and North America, effective 1 January 2023, the exchange rate was fixed for the following 12 month period using the average exchange rate from 1 July 2021 to December 2022. Effective 1 January 2024, the exchange rate was fixed for the period using the average exchange rate from July 2022 to October 2023. A cost-of-living factor is also applied to the fees for these directors.
---	---
3	Mr Nkosi resigned from the Board, effective 10 November 2023. A pro rata portion of the Board Chairman fee was paid in Q2 FY24.
---	---
4	Mr Westwell was appointed as the interim Chairman of the Board effective 11 November 2023. Subsequently, Mr Westwell was paid a pro rata portion of the Board Chairman, Lead Independent Director and Committee fees in Q2 FY24. Mr Westwell retired as Chairman of the Sasol Limited Board, effective 1 June 2024 and received a pro rata portion of the Board Chairman fee for Q4.
---	---
5	Ms Dube was appointed as a member of the Audit Committee effective 11 August 2023. A pro rata portion of the Audit committee quarterly fee was paid in Q1 FY24. Ms Dube in her capacity as Lead Independent Director, additionally carried out the responsibilities of the acting Chairman of the Board on the retirement of the Chairman. Subsequently, Ms Dube received payment for one third of the Board Chairman fee and two thirds of the Board, Lead Independent Director, member of Nomination & Governance, Capital Investment Committee and Chair of the Safety, Social & Ethics Committee fee for Q4 of FY24.
---	---

100 **** Sasol Annual Financial Statements 2024

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34	Related party transactions continued

34.2Key management remuneration continued

6	Dr Flöel was appointed as the Chairman of the Capital Investment Committee and member of the Nomination Governance Committee effective 16 November 2023. A pro rata portion of the of Capital Investment Committee Chairman and Nomination Governance Committee quarterly fee was paid in Q2 FY24.
7	Ms Harper was appointed as member of the Capital Investment Committee effective 11 August 2023. A pro rata portion of the Capital Investment Committee quarterly fee was paid in Q1 FY24.
---	---
8	Mr Schierenbeck resigned from the Board effective 31 October 2023. A pro rata portion of the Board and Committees was paid in Q2 FY24.
---	---
9	Mr Cumming was appointed as a Sasol Limited NED and member of the Capital Investment Committee, Remuneration Committee and Safety, Social & Ethics Committee, effective 1 June 2024. Mr Cumming received a pro rata portion of the Board & Committee fees for Q4 FY24.
---	---
10	2023 fees include VAT.
---	---

35	Subsequent events

There were no events that occurred subsequent to 30 June 2024.

101 **** Sasol Annual Financial Statements 2024

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36	Financial risk management and financial instruments

36.1Financial instruments classification and fair value measurement

The following table shows the classification, carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1Quoted prices in active markets for identical assets or liabilities.

Level 2Inputs other than quoted prices that are observable for the asset or liability (directly or indirectly).

Level 3Inputs for the asset or liability that are unobservable.


			Carrying			Carrying
			value		Fair value	value	Fair value	Fair value
			2024		2024	2023	2023	hierarchy
Financial instrument	Note		Rm		Rm	Rm	Rm	of inputs
Financial assets			****		****
At amortised cost			****		****
Long-term restricted cash6	****	****	1 709	****	1 709	1 447	1 447	Level 1^1^
Long-term receivables	17	****	3 051	****	2 906	2 803	2 803	Level 3^2^
Trade and other receivables	22	****	31 272	****	31 272	30 915	30 915	Level 3^3^
Cash and cash equivalents	25	****	45 383	****	45 383	53 926	53 926	Level 1^1^
At fair value through profit or loss			****		****
Long-term and short-term financial assets	****	****	3 978	****	3 978	2 225	2 225
Commodity and currency derivative assets	****	****	1 297	****	1 297	472	472	Level 2
Oxygen supply contract embedded derivative assets	****	****	508	****	508	516	516	Level 3
Other short-term investments			2 173		2 173	1 237	1 237	Level 1^1^
Other long-term investments6			814		814	—	—	Level 1^4^
Designated at fair value through other comprehensive income					****
Investments in listed securities6	****	****	—	****	—	701	701	Level 1^4^
Investments in unlisted securities6	****	****	9	****	9	12	12	Level 3^5^
Financial liabilities			****		****
At amortised cost			****		****
Total long-term debt	13	****	117 031	****	113 315	124 068	116 533
Listed long-term debt ( bonds)7	****	****	59 687	****	55 778	90 248	82 768	Level 1^4^
Listed long-term debt (ZAR bonds)7			4 530		4 453	2 106	2 079	Level 2^4^
Listed convertible bonds7			12 099		12 276	12 238	12 072	Level 3^8^
Unlisted long-term debt7	****	****	40 715	****	40 808	19 476	19 614	Level 3^2^
Lease liabilities9	14		17 437	****		16 297
Short-term debt and bank overdraft	****	****	687	****	687	238	238	Level 3^3^
Trade and other payables	23	****	32 551	****	32 551	35 118	35 118	Level 3^3^
At fair value through profit or loss			****		****
Long-term and short-term financial liabilities	****	****	619	****	619	3 397	3 397
Commodity and currency derivative liabilities	****	****	18	****	18	1 102	1 102	Level 2
Convertible bond embedded derivative liability	****	****	59	****	59	1 302	1 302	Level 3
Oxygen supply contract embedded derivative liabilities	****	****	542	****	542	993	993	Level 3

All values are in US Dollars.

1	The carrying value of cash and other short-term investments is considered to reflect its fair value.

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2	Determined with a discounted cash flow model using market related interest rates.
3	The fair value of these instruments approximates their carrying value, due to their short-term nature.
---	---
4	Based on quoted market price for the same instrument. The ZAR bonds have been classified as a level 2 fair value measurement due to the relatively low level of liquidity in the local debt market.
---	---
5	Determined using discounted cash flows modelling forecasted earnings, capital expenditure and debt cash flows of the underlying business, based on the forecasted assumptions of inflation, exchange rates, commodity prices and an appropriate WACC for the region.
---	---
6	Presented as part of Other long-term investments in the Statement of financial position.
---	---
7	Carrying value includes interest and unamortised loan costs.
---	---
8	The fair value of the amortised cost component of the US$ Convertible Bond is based on the quoted price of the instrument after separating the fair value of the derivative component.
---	---
9	Recognised under IFRS 16.
---	---

There were no transfers between levels for recurring fair value measurements during the period. There was no change in valuation techniques compared to the previous financial period. For all other financial instruments, fair value approximates carrying value.

Commodity and currency derivative assets and liabilities

Valued using forward rate interpolator model, appropriate currency specific discount curve, discounted expected cash flows and numerical approximation as appropriate. Significant inputs include forward exchange contracted rates, market foreign exchange rates, forward contract rates and market commodity prices such as crude oil prices, coal prices and ethane prices.

Oxygen supply contract embedded derivative assets and liabilities

Relates to the US labour and inflation index and ZAR/EUR exchange rate embedded derivatives contained in the SO long-term gas supply agreements. The following table reconciles the opening and closing balance of the net embedded derivative asset/(liability):


		2024	2023
for the year ended 30 June		Rm	Rm
Balance at the beginning of the year	****	(477)	339
Amounts settled during the year		1	(22)
Unrealised fair value loss recognised in other operating expenses and income		442	(794)
Balance at the end of the year	****	(34)	(477)

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36.1Financial instruments classification and fair value measurement continued

The fair value of the embedded derivative financial instrument contained in a long-term oxygen supply contract to our SO is impacted by a number of observable and unobservable variables at valuation date. The embedded derivative was valued using a forward rate interpolator model, discounted expected cash flows and numerical approximation, as appropriate.

The table below provides a summary of the significant unobservable inputs applied in the valuation together with the expected impact on profit or loss as a result of reasonably possible changes thereto at reporting date, holding other inputs constant:


			Increase/(decrease) in profit or
			loss and equity
	Inputs	Change	2024	2023
Input	applied	in input	Rm	Rm
Rand/US Spot price	R18,19/US$	+R1/US	(478)	(478)
	(2023: R18,76/US$)	-R1/US	478	478
US Swap curve	3,63% - 5,06%	+10bps	81	87
	(2023: 3,30% – 5,60%)	-10bps	(82)	(89)
Rand Swap curve	7,76% - 10,35%	+100bps	(688)	(734)
	(2023: 8,36% – 10,41%)	-100bps	784	848

All values are in US Dollars.

Convertible bond embedded derivative liability

Relates to the embedded derivative contained in the US$750 million convertible bond issued on 8 November 2022. The following table reconciles the opening and closing balance of the embedded derivative liability:


	****	2024	2023
for the year ended 30 June		Rm	Rm
Balance at the beginning of the year	****	1 302	—
Recognition of embedded derivative upon issue of bond	****	—	2 089
Unrealised fair value loss recognised in other operating expenses and income	****	(1 233)	(867)
Translation of foreign operations	****	(10)	80
Balance at the end of the year	****	59	1 302

The embedded derivative was valued using quoted bond market prices and binomial tree approach. Significant inputs include conversion price (US$18,79;30 June 2023: 19,86), spot share price (R138,10; 30 June 2023: R233,26), converted to USD at the prevailing USD/ZAR FX spot rate (R18,19/US$; 30 June 2023: R18,83/US$), observable bond market price (90,42% of par; 30 June 2023: 94,7% of par). Although many inputs into the valuation are observable, the valuation method separates the fair value of the derivative from the quoted fair value of the US$ Convertible Bond by adjusting certain observable inputs. These adjustments require the application of judgement and certain estimates. Changes in the relevant inputs impact the fair value gains and losses recognised. The table below provides a summary of these inputs together with the expected impact on profit or loss as a result of reasonably possible changes thereto at reporting date:


					Increase/(decrease) in profit or
					loss and equity
		Inputs	Change		2024	2023
Input		applied	in input		Rm	Rm
Credit spread		372bps	+100bps		(364)	(433)
		(2023: 460bps)	-100bps*		59	455
Calibrated volatility		21,39%	+5	%	(81)	(377)
		(2023: 27,84%)	-5	%	45	364
*	A 100bps decrease in the applied credit spread will result in the bond floor exceeding the market price of the instrument and as such the impact has been limited to the value of the embedded derivative at 30 June 2024.
---	---

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36.1Financial instruments classification and fair value measurement continued

For purposes of the sensitivity analysis, the market value of the overall instrument was kept stable and so the actively changed variable (e.g., volatility) results in an offsetting change to the other (e.g., credit spread).

36.2	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 Group’s risk management framework. The GEC established the Safety 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 Audit 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 Group’s operations.

Capital allocation

The Group’s 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 Group’s 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 (net debt to shareholders’ equity). Gearing takes into account the Group’s substantial capital investment and susceptibility to external market factors such as crude oil prices, exchange rates and commodity chemical prices. The Group’s gearing level for 2024 increased to 63,6% (2023 – 44,7%; 2022 – 41,7%) largely due to the significant impairment charge in the current period.

Financing risk

Financing risk refers to the risk that financing of the Group’s 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 Group’s target for long-term borrowings include an average time to maturity of at least two years, and an even spread of maturities.

Credit rating


		Credit rating
Agency		2024	2023
S&P	****	BB+ (stable)	BB+ (stable)
Moody’s	****	Ba1 (stable)	Ba2 (positive)

On 28 November 2023, Moody’s upgraded Sasol’s rating to Ba1 from Ba2 and changed the outlook to stable from positive. Moody’s cited that the change in ratings reflects the company’s sustained improvement in credit metrics and reduction in debt levels as a result of sustained higher oil prices, asset disposal proceeds and a resilient business performance.

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---	---

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 refers to the potential for financial loss when a counterparty fails to fulfill their contractual financial obligations. This risk is considered low when, based on current and projected information, the financial instrument has a low risk of default or there is a high likelihood that the counterparty will consistently meet their debt payments as per agreed terms.

How we manage the risk

The credit risk is managed/mitigated through:

●	thorough assessment of the counterparties creditworthiness by analysing their financial statements to determine their financial health and ability to service their debt obligation; and
●	periodic review of the credit limits to assess risk exposure and ensuring that the facility is sufficiently secured.
---	---

The Group manages risk by securing the debtor’s book through an insurance policy or obtaining security in the form of bank guarantees or insurance guarantees. In the instance of doing business with major corporate or listed entities the unsecured credit facility is supported through a motivational business paper submitted to the signatories as per the delegation of authority (DoA). The counterparties credit limits are reviewed and approved as per the DoA.

The Group monitors the age analysis monthly in order to identify any specific provision to be raised for those particular counterparties with adverse information or defaulting in payment of their debt.

Expected Credit Loss (ECL) is calculated by considering the probability of default, loss given default, contractual terms of payment and account receivable balance (exclusive of specifically provided debtors) as at a particular time of calculation.

●

The probability of default (PD) rate is based on external and internal information. The PD rate is the average of Moody’s, Fitch and S&P Corporate and/or Sovereign rates, depending on whether the customer is corporate, or government related. 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 debtor’s profile, security/surety obtained and financial status.

●

Loss given default (LGD) is based on the Basel model. World-wide, and especially in South Africa, economies have faced a series of global and local disruptions, including price volatility, elevated energy costs, high inflation, higher cost of debt, etc. As a result, the group applies the Board of Governors of the Federal Reserve System’s formula to derive a downturn LGD to be used for 2024 and 2023, namely 50% for unsecured financial assets and 40% for secured financial assets.

---

Trade receivables expected credit loss is calculated over lifetime. Long-term and other receivables that are rated as investment grade are considered to have low credit risk, and the Group considers credit risk to have increased significantly when the customer’s credit rating has been downgraded to a lower grade (e.g. from Investment grade to Speculative grade). The Group considers customers to be in default when the receivable is past its due standard and agreed credit terms. The contractual payment terms for receivables vary according to the credit policy.

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---	---

No single customer represents more than 10% of the Group’s total turnover or more than 10% of total trade receivables for the years ended 30 June 2024, 2023 and 2022. The majority of the Group's turnover is generated from sales within South Africa, Europe, and the United States - refer to the Segment information. The geographical concentration of credit risk is largely aligned with the regions in which the turnover was earned.

Detail of allowances for credit losses:


	****									12-month
		Lifetime ECL								ECL		****
										No
		Significant								significant
		increase in		Simplified						increase in
		credit risk		approach						credit risk		Total
		since initial		for trade		Credit-		Total lifetime		since initial		expected
		recognition		receivables		impaired		ECL		recognition		credit loss
	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm	****	Rm
2024		****	****	****	****	****	****	****	****	****	****	****
Long-term receivables	****	—	****	—	****	132	****	132	****	24	****	156
Trade receivables	****	—	****	184	****	116	****	300	****	—	****	300
Other receivables	****	128	****	—	****	438	****	566	****	4	****	570
	****	128	****	184	****	686	****	998	****	28	****	1 026


						12-month
		Lifetime ECL				ECL
						No
		Significant				significant
		increase in	Simplified			increase in
		credit risk	approach			credit risk	Total
		since initial	for trade	Credit-	Total lifetime	since initial	expected
		recognition	receivables	impaired	ECL	recognition	credit loss
		Rm	Rm	Rm	Rm	Rm	Rm
2023
Long-term receivables	****	—	—	49	49	62	111
Trade receivables	****	—	34	227	261	—	261
Other receivables	****	102	—	385	487	4	491
	****	102	34	661	797	66	863

The ECL relating to long-term receivables increased despite a decrease in carrying amount due to deteriorating credit ratings as well as a specific allowances against a large defaulting customer.

Overview of the credit risk profile of financial assets measured at amortised cost is as follows:


	****	2024			****	2023
		Low risk	Medium risk	High risk		Low risk	Medium risk	High risk
				CCC+ and				CCC+ and
		AAA to A-	BBB+ to B-	below		AAA to A-	BBB+ to B-	below
		%	%	%		%	%	%
Long-term receivables	****	19	77	4		29	59	12
Trade receivables	****	81	15	4		77	18	5
Other receivables		50	34	15		82	15	3
Cash and cash equivalents*	****	17	81	2		20	78	2
*	Includes long-term restricted cash.
---	---

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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 global economic landscape remains volatile, including fluctuating oil and petrochemical prices, an unstable product demand environment and inflationary pressure. In South Africa, the underperformance of state-owned enterprises and socio-economic challenges continues to impact volumes, margins and resultant profitability.

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 Group’s cash resources through continued focus on working capital improvement, cost savings and capital reprioritisation.

The Group’s is largely financed through USD - denominated debt. 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. Adequate banking facilities and reserve borrowing capacities are maintained. In the prior year, the Group has refinanced its existing banking facilities, due to mature in calendar year 2024, into a new banking facility totaling nearly US$3 billion comprising of a revolving credit facility and term loan facility, both with a five-year maturity and with two extension options of one year each. The Group is in compliance with all of the financial covenants per its loan agreements, none of which are expected to present a material restriction on funding or its investment policy in the near future. A net debt to EBITDA covenant level of 3 times is applicable to the term loan and revolving credit facility. The Group was within this threshold at 30 June 2024.

Protection of downside risk for the balance sheet was a key priority for the Group during volatile times, resulting in the execution of our hedging programme to address oil price, ethane price and currency exposure.

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---	---

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:


	****		****	Carrying	****	Contractual	****	Within one		One to	Three to	****	More than
				amount		cash flows*		year		three years	five years		five years
		Note		Rm		Rm		Rm	****	Rm	Rm		Rm
2024
Financial assets
Non-derivative instruments
Long-term receivables		17	****	3 051	****	3 283	****	90		1 630	588	****	975
Trade and other receivables		22	****	31 272	****	31 272	****	31 272		—	—	****	—
Cash and cash equivalents		25	****	45 383	****	45 383	****	45 383		—	—	****	—
Investments through other comprehensive income			****	9	****	9	****	9		—	—	****	—
Long-term and short-term investments through profit or loss				2 987		2 987		2 987		—	—		—
Long-term restricted cash			****	1 709	****	1 709	****	—		—	—	****	1 709
			****	84 411	****	84 643	****	79 741		1 630	588	****	2 684
Derivative instruments
Forward exchange contracts			****	711		22 090		22 090		—	—	****	—
Crude oil put options			****	279		279		279		—	—	****	—
Foreign exchange zero cost collars				302		302		302		—	—		—
Other commodity derivatives			****	5		5		5		—	—	****	—
Oxygen supply contract embedded derivative				508		822		69		138	138		477
			****	86 216	****	108 141	****	102 486		1 768	726	****	3 161
Financial liabilities
Non-derivative instruments
Long-term debt**		13	****	(117 031)	****	(153 995)	****	(7 805)		(28 914)	(99 312)	****	(17 964)
Lease liabilities		14	****	(17 437)	****	(37 769)	****	(3 718)		(5 595)	(4 289)	****	(24 167)
Short-term debt		15	****	(566)	****	(566)	****	(566)		—	—	****	—
Trade and other payables		23	****	(32 551)	****	(32 551)	****	(32 551)		—	—	****	—
Bank overdraft		25	****	(121)	****	(121)	****	(121)		—	—	****	—
			****	(167 706)	****	(225 002)	****	(44 761)		(34 509)	(103 601)	****	(42 131)
Derivative instruments
Forward exchange contracts			****	(11)	****	(21 390)	****	(21 390)		—	—	****	—
Other commodity derivatives				(7)		(7)		(7)		—	—		—
Oxygen supply contract embedded derivative			****	(542)	****	(3 654)	****	(34)		(35)	14	****	(3 599)
			****	(168 266)	****	(250 053)	****	(66 192)		(34 544)	(103 587)	****	(45 730)
*	Contractual cash flows include interest payments.
---	---

**	The repayment of the notional amount of the convertible bonds is included in the one to three years category, in line with the contractual maturity date, based on obtaining the requisite shareholder approval for the convertible bonds to be settled in Sasol ordinary shares.

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36.2	Financial risk management continued

Current financial assets are sufficient to cover financial liabilities for the next year. The shortfall beyond one year will be funded through cash generated from operations, utilisation of available facilities and the refinancing of existing debt.


	****		Carrying	Contractual	Within one	One to	Three to	More than
			amount	cash flows*	year	three years	five years	five years
		Note	Rm	Rm	Rm	Rm	Rm	Rm
2023
Financial assets
Non-derivative instruments
Long-term receivables		17	2 803	3 105	—	1 119	273	1 713
Trade and other receivables		22	30 915	30 915	30 915	—	—	—
Cash and cash equivalents		25	53 926	53 926	53 926	—	—	—
Investments through other comprehensive income			713	713	713	—	—	—
Investments through profit or loss			1 237	1 237	1 237	—	—	—
Long-term restricted cash			1 447	1 447	—	—	—	1 447
			91 041	91 343	86 791	1 119	273	3 160
Derivative instruments
Forward exchange contracts			133	17 866	17 866	—	—	—
Crude oil put options			253	253	253	—	—	—
Foreign exchange zero cost collars			76	76	76	—	—	—
Other commodity derivatives			10	10	10	—	—	—
Oxygen supply contract embedded derivative			516	891	69	138	138	546
			92 029	110 439	105 065	1 257	411	3 706
Financial liabilities
Non-derivative instruments
Long-term debt**		13	(124 068)	(152 653)	(44 932)	(11 970)	(41 366)	(54 385)
Lease liabilities		14	(16 297)	(34 111)	(3 261)	(5 364)	(3 559)	(21 927)
Short-term debt		15	(79)	(79)	(79)	—	—	—
Trade and other payables		23	(35 118)	(35 118)	(35 118)	—	—	—
Bank overdraft		25	(159)	(159)	(159)	—	—	—
			(175 721)	(222 120)	(83 549)	(17 334)	(44 925)	(76 312)
Derivative instruments
Forward exchange contracts			(353)	(18 086)	(18 086)	—	—	—
Foreign exchange zero cost collars			(579)	(579)	(579)	—	—	—
Crude oil futures			(12)	(12)	(12)	—	—	—
Ethane swap options			(158)	(158)	(158)	—	—	—
Oxygen supply contract embedded derivative			(993)	(3 606)	(64)	(109)	(101)	(3 332)
			(177 816)	(244 561)	(102 448)	(17 443)	(45 026)	(79 644)
*	Contractual cash flows include interest payments.
---	---
**	The Long-term debt maturity analysis was revised to allocate the US$750 million convertible bond contractual cash flows to the earliest maturity period presented to reflect the counterparty call option which is exercisable at any time. Refer to note 1.1. An amount of R9,4 billion is included in the Contractual cash flows and within one year categories above. The prevailing conversion price at 1 July 2023, the date of the presumed conversion, was US$19,8595. Bondholders would realise a loss when exercising their conversion rights at this date given that the average share price traded significantly lower than the conversion price, and conversion at this date is therefore considered unlikely. Previously, the maturity analysis was presented on the basis that the convertible bond is repaid in accordance with its maturity date of November 2027. The amounts previously included in the maturity analysis relating to the convertible bond were as follows: R17,0 billion under Contractual cash flows, R0,6 billion under Within one year, R1,3 billion under One to three years and R15,1 billion under Three to five years.
---	---

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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 Group's financial market risk management objectives, which inform the hedging philosophy of the Group, are:

●	To prudently manage the Group’s financial market risks in order to reduce the financial impact due to adverse movements in market rates/prices (i.e. protect cash flows), contributing to Sasol meeting its strategic financial objectives and remaining within Sasol Ltd Board’s approved risk appetite and risk tolerance levels; and
●	To reduce earnings volatility in order to increase certainty and predictability of future cash flows for planning purposes.
---	---

The market price movements that the Group is exposed to include:

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

The Audit 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 Group’s hedging policy and financing policies and the selective use of various derivatives.

Our exposure to and assessment of the risk

The Group’s 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 mainly uses zero-cost collars to hedge its currency risk, most with a maturity of less than one year from the reporting date.

Forward exchange contracts

Forward 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).

Refer to the summary of our derivatives below.

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36	Financial risk management and financial instruments continued

36.2Financial risk management continued

The following significant exchange rates were applied during the year:


	Average rate				Closing rate
	2024	****	2023	****	2024	****	2023
	Rand		Rand		Rand		Rand
Rand/Euro	20,24		18,62	****	19,49		20,55
Rand/US	18,71		17,77	****	18,19		18,83

All values are in US Dollars.

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.


		2024				2023
	****	Euro	****	US dollar	****	Euro	US dollar
	****	Rm		Rm	****	Rm	Rm
Long-term receivables	****	67	****	745		—	339
Trade and other receivables	****	564	****	2 595		544	3 520
Cash and cash equivalents	****	3 319	****	1 241		2 835	1 872
Net exposure on assets	****	3 950	****	4 581		3 379	5 731
Trade and other payables	****	(227)	****	(2 949)		(302)	(2 129)
Net exposure on liabilities	****	(227)	****	(2 949)		(302)	(2 129)
Exposure on external balances	****	3 723	****	1 632		3 077	3 602
Net exposure on balances between Group companies^1^	****	(2 014)	****	25 769		(2 323)	8 484
Total net exposure	****	1 709	****	27 401		754	12 086
1	The US$ exposure relates to cash deposits made by Sasol Financing Limited to Sasol Financing International Limited.
---	---

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.

112 **** Sasol Annual Financial Statements 2024

Table of Contents

36	Financial risk management and financial instruments continued
36.2	Financial risk management continued
---	---

A 10% weakening in the Group’s 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 2023.


		2024				2023
		Euro		US dollar		Euro	US dollar
	****	Rm	****	Rm	****	Rm	Rm
Equity	****	171	****	2 740		75	1 209
Income statement	****	171	****	2 740		75	1 209

A 10% movement in the opposite direction in the Group’s 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. There were no open interest rate swaps at 30 June 2024 or 30 June 2023.

In respect of financial assets, the Group’s 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.

113 **** Sasol Annual Financial Statements 2024

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36	Financial risk management and financial instruments continued
36.2	Financial risk management continued
---	---

Our exposure to and assessment of the risk

At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments was:


		Carrying value
		2024	2023
		Rm	Rm
Variable rate instruments
Financial assets	****	42 053	50 123
Financial liabilities^1^	****	(44 471)	(20 911)
	****	(2 418)	29 212
Fixed rate instruments
Financial assets	****	7 046	7 005
Financial liabilities^2^	****	(72 680)	(103 317)
	****	(65 634)	(96 312)
Interest profile (variable: fixed rate as a percentage of total financial assets)	****	86 : 14	88:12
Interest profile (variable: fixed rate as a percentage of total financial liabilities)	****	38 : 62	17:83
1	The increase in variable exposure is mainly due to the draw down on the RCF. Refer to note 13.
---	---
2	The decrease in fixed exposure is mainly due to the repayment of a US$1,5 billion fixed-rate bond during the period.
---	---

Cash flow sensitivity for variable rate instruments

Financial instruments affected by interest rate risk include borrowings, deposits, 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 2023. Interest is recognised in the income statement using the effective interest rate method.


		Income statement — 1% increase
	****		****		****	United States	****
		South Africa		Europe		of America		Other
	****	Rm	****	Rm	****	Rm	****	Rm
30 June 2024	****	250	****	32	****	(328)	****	21
30 June 2023		300		28		(63)		26

A 1% decrease in interest rates would have an equal and opposite effect to the amounts disclosed above.

114 **** Sasol Annual Financial Statements 2024

Table of Contents

36.	Financial risk management and financial instruments continued

36.2Financial risk management continued

The Group’s remaining exposure to IBORs relate mainly to loans denominated in JIBAR. Refer to note 1.

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

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 and ethane purchases and export coal sales. The Group entered into hedging contracts which provide downside protection against decreases in commodity prices. Refer to the summary of our derivatives below.

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 where 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 oil prices applied during the year:


	****	Dated Brent Crude
		2024	2023
		US$	US$
High		97,92	124,79
Average	****	84,74	87,34
Low	****	73,56	71,70

115 **** Sasol Annual Financial Statements 2024

Table of Contents

36	Financial risk management and financial instruments continued
36.2	Financial risk management continued
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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.


		Financial		Financial		Financial	Financial
		asset		liability		asset	liability		Income statement gain/(loss)
	****	2024	****	2024	****	2023	2023		2024		2023	2022
	****	Rm	****	Rm	****	Rm	Rm	****	Rm	****	Rm	Rm
Commodity and currency derivatives
Interest rate swap options	****	—	****	—		—	—		—		—	1 029
Crude oil put options		279		—		253	—		(953)		(507)	—
Crude oil zero cost collars		—		—		—	—		—		3 953	(11 349)
Crude oil swap options		—		—		—	—		—		—	(5 140)
Crude oil futures		—		—		—	(12)		(180)		401	(1 049)
Ethane swap options		—		—		—	(158)		(17)		(272)	279
Coal swap options		—		—		—	—		—		1 099	691
Other commodity derivatives		5		(7)		10	—		(62)		180	(593)
Forward exchange contracts		711		(11)		133	(353)		1 091		(1 339)	(677)
Foreign exchange zero cost collars	****	302	****	—		76	(579)		810		(301)	(1 580)
Embedded derivatives
Convertible bond embedded derivative		—		(59)		—	(1 302)		1 233		867	—
Oxygen supply contract embedded derivatives*		508		(542)		516	(993)		442		(794)	64
Non-derivative financial instruments	****
Investments at fair value through profit or loss**		2 173		—		1 237	—		—		—	—
		3 978		(619)		2 225	(3 397)		2 364		3 287	(18 325)
*	Relates to a US dollar derivative that is embedded in long-term oxygen supply contracts to our SO.
---	---

**	Fair value gains and losses are presented in other operating income and expenses, separately from derivative gains and losses.

---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
			Contract/Notional amount*										Average price
			Open		Settled		Open		Settled				Open		Open
			2024		2024		2023		2023				2024		2023
			Million	****	Million	** **	Million		Million
Fair value hedges
Crude oil put options purchased**		barrels	16,8		18,0		16,3		—		US$/bbl		58,7		49,4
Crude oil zero cost collars		barrels	—	****	—		—		29,0		US$/bbl		—		—
Crude oil futures		US	—	****	2		2		21		US$/bbl		—		75,0
Ethane swap options		barrels	—	****	3,6		3,6		1,3		US$ c/gal		—		30,1
Coal swaps		ton	—		—		—		0,9		US$/ton		—		—
Forward exchange contracts		US	1 080	****	—		836		—		R/US$		18,90		18,61
Forward exchange contracts			43		—		30		—		US$/EUR		1,08		1,10
Foreign exchange zero cost collars		US	1 530	****	—		2 760		4 400		R/US$ Floor		17,53		16,72
				****							R/US$ Cap		22,65		20,70

All values are in US Dollars.

*	The notional amount is the sum of the absolute value of all contracts for both derivative assets and liabilities.
**	Total premium paid for contracts entered into in the year US$94,8 million (2023: US$42,0 million).
---	---

116 **** Sasol Annual Financial Statements 2024

Table of Contents

36	Financial risk management and financial instruments continued
36.2	Financial risk management continued
---	---

Accounting policies:

Derivative financial instruments and hedging activities

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. Additionally, there are embedded derivatives that have been bifurcated in certain of the Group’s long-term supply agreements and borrowings.

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.

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.

Contracts to buy or sell non-financial items (e.g. gas or electricity) that were entered into and continue to be held for the purpose of the receipt of the non‑financial items in accordance with the Group’s expected purchase or usage requirements are not accounted for as derivative financial instruments. Purchase commitments relating to these contracts are disclosed in note 3.

Hedge accounting

The Group continues to apply the hedge accounting requirements of IAS 39 ‘Financial Instruments: Recognition and Measurement’.

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.

Economic hedges

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.

117 **** Sasol Annual Financial Statements 2024

Exhibit 99.2

Exhibit 99.3

Exhibit 99.4

Exhibit 99.5

Exhibit 99.6

Exhibit 99.7

Exhibit 99.9.1

SASOL LIMITED

BOARD CHARTER

Latest revision approved: 17 May 2024

1<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

1.	INTRODUCTION
1.1	This Board Charter is subject to the provisions of the South African Companies Act, 71 of 2008, (the Companies Act), Sasol Limited’s (the Company) 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.
---	---
1.2	The Company is listed on the Johannesburg Stock Exchange and is the holding company of a number of unlisted South African and non-South African subsidiaries. As such, the Sasol Limited board of directors (the Board) has oversight responsibility for all statutory and operating entities comprising the Sasol group of companies (the Group) and this Board Charter should be interpreted as applicable to both the Company and the Group.
---	---
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 Board, individual directors and the executives of the Company;
---	---
2.1.2	the powers delegated to various committees of the Board;
---	---
2.1.3	relevant principles of the Company’s limits and delegations of authority and matters reserved for decision-making 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 interests, 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, DIRECTORS, SHAREHOLDERS, EXECUTIVES AND THE COMPANY SECRETARY
---	---
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.
---	---

^1^For a copy of the MOI adopted by shareholders on 2 December 2022 refer to https://www.sasol.com/investor-centre/corporate- governance/memorandum-incorporation

2<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

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.
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 Company’s 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
---	---
3.2.1	General powers of the Board
---	---
3.2.1.1	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.
---	---
3.2.1.2	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 the powers and perform any of the functions of the Company except to the extent that the Companies Act or MOI provide otherwise^3^.
---	---
3.2.1.3	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.
---	---
3.2.1.4	The Board exercises its powers responsibly:
---	---
a.	in the best interests of the Company over time with due regard to the legitimate and reasonable needs, interests and expectations 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.
---	---
3.2.2	The role, functions and responsibilities of the Board
---	---
3.2.2.1	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:
---	---
a.	Retaining full and effective control over the Company and providing effective and ethical leadership in the best interest of the Company;
---	---

^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

3<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

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 Company’s 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 governance framework and delegated authorities, appointment and removal of the President and Chief Executive Officer (CEO) and Group Executive Committee members, major 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 (i) maximise returns sustainably, (ii) safeguard the people, assets and reputation of the Group, and (iii) 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 Board’s 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 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 Company’s integrated report^6^and reporting on the effectiveness of the Company’s system of internal controls and the prompt disclosure of price sensitive information;
---	---
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.
---	---

^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 organisation’s business activities and outputs”

^6^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.”

4<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

3.2.3	Matters reserved for decision-making by the Board
3.2.3.1	Without derogating in any way from the general powers of the Board^7^, 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 Board’s or Board committees’ consent before a final decision is made.
---	---
3.2.3.2	The Board has delegated all authority, not expressly reserved for the Board, to the CEO, who shall be liable and accountable to the Board, and obliged to report all material matters to the Board.
---	---
3.2.4	Composition of the Board, promotion of broader diversity policy, appointment, rotation and independence
---	---
3.2.4.1	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 fulfil its role and responsibilities.
---	---
3.2.4.2	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) directors. A maximum of five (5) salaried employees of the Company may simultaneously hold the office of director^8^.
---	---
3.2.4.3	The directors must elect a Chairman, Deputy Chairman and/ or Lead Independent Director and determine the period for which they are to hold office^9^. In addition, the Board must appoint a Chief Executive Officer and an executive financial director^10^.
---	---
3.2.4.4	The Board is empowered to fill vacancies on the Board^11^.
---	---
3.2.4.5	Only individuals with sound ethical reputations and business or professional acumen and who have sufficient time to effectively fulfil 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 officer of any public company, he may hold the chairmanship of the Company as well as that of one other public listed company.
---	---
b.	Non-executive directors of the Company should not hold a total of more than three (3) 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.
---	---

^7^See 3.2.2 above and clause 26.1 of the MOI

^8^See clause 22.1 of the MOI

^9^See clause 29.4 of the MOI

^10^See clause 26.3 of the MOI

^11^See clause 22.4 of the MOI

5<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

3.2.4.6	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.
3.2.4.7	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. Directors shall not co-invest with the Company in any project.
---	---
3.2.4.8	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.
---	---
3.2.4.9	Race, age, culture and gender diversity, underpinned by the relevant field of knowledge, relevant skills as well as business, geographic and academic experience and background, enhance the composition of a truly diverse Board. It is the policy of the Board that broader diversity at Board level will be promoted, 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 to enable the Board to be effective in the exercise of its responsibilities.
---	---
3.2.4.10	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.	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.
---	---
b.	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.
---	---
c.	In identifying suitable candidates for appointment to the Board, the Nomination and Governance Committee will consider candidates on merit against objective criteria based on the requisite skills determined by the Committee from time to time and with due regard for the benefits of diversity on the Board.
---	---
d.	As part of the performance evaluation of the effectiveness of the Board, its committees and individual directors, the Nomination and Governance Committee will
---	---

6<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

consider the balance of diversity requirements and representation on the Board, including gender and other factors relevant to its effectiveness.

3.2.4.11	The Nomination and Governance Committee may annually review and agree measurable objectives for achieving diversity on the Board that are appropriate for the Company. Progress against these objectives will be disclosed in the annual integrated report.
3.2.4.12	Directors appointed by the Board, retire as directors at the first subsequent annual general meeting unless elected at such meeting^12^. At least one third of incumbent directors retire by rotation at each annual general meeting and are eligible for re-election, subject to 3.2.4.15.
---	---
3.2.4.13	A director that has held office for a period of five (5) years since his/her last election, which election took place prior to 25 November 2016, or if he/she has held office for a period of nine (9) years since his/her 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.
---	---
3.2.4.14	Retiring directors may be re-elected provided they are eligible^13^and subject to 3.2.4.15. The Board may, under exceptional circumstances only, nominate a director who served for nine(9) years for re-election for additional periods of one year at a time, but no such director’s term of office shall exceed twelve (12) years.
---	---
3.2.4.15	The Nomination and Governance Committee shall take into account, among other considerations, the performance of each director recommended for re-election by shareholders.
---	---
3.2.4.16	There is no age restriction and directors are allowed to serve irrespective of their age.
---	---
3.2.4.17	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.
---	---
3.2.4.18	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 its terms by reference.
---	---
3.2.5	Board committees
---	---
3.2.5.1	In terms of the MOI^14^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.
---	---
3.2.5.2	Directors may attend any Board committee meeting on prior arrangement with the Chair of that committee.
---	---
3.2.5.3	Delegation is formal and involves the following:
---	---
a.	formal Terms of Reference, which includes the determination of responsibilities and delegated authority, are established and approved for each committee of the Board;
---	---

^12^See clause22.4.1 of the MOI

^13^See clause 22.2 of the MOI for greater clarity on director rotation

^14^See clause 27.1 of the MOI

7<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

b.	the committees’ Terms of Reference are reviewed every second year;
c.	the committees are appropriately constituted with due regard to the skills required by each committee;
---	---
d.	the Board is supported by its committees and notes reports from and/or minutes of the meetings of each committee of the Board.
---	---
3.2.5.4	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
---	---
3.2.5.5	Refer to https://www.sasol.com/investor-centre/corporate-governance/board-charter 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 at least quarterly and at such additional ad hoc times as may be required. The CEO ensures that the Board is kept apprised of developments between quarterly Board meetings by way of additional meetings or written reports.

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 consider when required, 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 Board’s 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. Hard copies of meeting papers and Board submissions will only be provided to directors in exceptional
---	---

8<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

circumstances, and should be handed to the Company Secretary at the conclusion of the meeting for disposal. Directors are expected to manage their security passwords providing electronic access to their meeting packs with due care and vigilance. 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 and Board committees, 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	Attendance in person at quarterly meetings of the Board and Board committees is preferred under ordinary circumstances, but electronic conferencing that allows full and effective participation in the meeting will be made available 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 attend 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.^15^

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 not contentious 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 extraordinary 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.

---

^15^See clause 29.3.1 of the MOI

9<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

3.3.5.2	Decisions taken by written resolution other than at a meeting are valid decisions of the Board if approved by a majority of directors in office^16^.
3.4	The Chairman
---	---
3.4.1	The Chairman is elected by members of the Board^17^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);
---	---
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 of 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;
---	---

^16^See clause 29.5.6 of the MOI and subject to section 75(5)(f) of the Companies Act

^17^ See clause 29.4.1 of the MOI

10<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

3.4.2.10	Ensure that all directors are appropriately made aware of their responsibilities through a tailored induction programme, and ensure 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/her performance against the objectives;
---	---
3.4.2.13	Ensure that good relations are maintained with the Company’s major shareholders and strategic stakeholders, and preside over shareholders’ meetings; and
---	---
3.4.2.14	Attend to administrative approvals in respect of the CEO, including approvals in relation to the conflict of interest and gifts and entertainment policies.
---	---
3.4.3	The Chairman:
---	---
3.4.3.1	May not be a member or chairman of the Remuneration Committee;
---	---
3.4.3.2	must be a member of, and chair the Nomination and Governance Committee;
---	---
3.4.3.3	may be a member of, but not chair the Safety, Social and Ethics and Capital Investment Committees; and
---	---
3.4.3.4	may not be a member of the Audit Committee.
---	---
3.4.4	The Chairman’s ability to add value to the Company, and the Chairman’s 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 consider other external chairmanships to determine whether the Chairman has the capacity to discharge his/her 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/her 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/her 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 Chairman’s 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 over all meetings of the Board at which the Chairman is not present or where the Chairman is conflicted, ;
---	---

11<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

3.5.3.3	Call meetings of the independent directors if the Chairman is conflicted;
3.5.3.4	Serve as principal liaison between the independent directors and the Chairman if the Chairman is conflicted;
---	---
3.5.3.5	Perform all such functions that cannot be performed by the Chairman due to his/her 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 to him/her.
---	---
3.6	The President and Chief Executive Officer
---	---
3.6.1	The Board appoints the President and Chief Executive Officer (CEO).
---	---
3.6.2	The CEO, who is the highest executive decision-making authority of the Company and the Group, 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:
---	---
3.6.3.1	provides executive leadership;
---	---
3.6.3.2	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;
---	---
3.6.3.3	may sub-delegate any of the powers delegated to him/her to the GEC, the Chief Financial Officer, Executive Director and any Executive Vice President or other committee, forum or individual within the group;
---	---
3.6.3.4	attends to or delegates administrative approvals in respect of the other executive directors and Company Secretary, unless specifically required otherwise, including approvals in relation to the conflict of interest and gifts and entertainment policies; and
---	---
3.6.3.5	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 Company’s shareholders.
---	---
3.6.4	His/her role is formalised and his/her performance is evaluated against criteria developed for their roles.
---	---
3.6.5	The CEO is accountable to the Board to, amongst other things:
---	---
3.6.5.1	Set the tone in providing ethical leadership and creating an ethical environment;
---	---

12<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

3.6.5.2	Agree and recommend for approval to the Board matters specified in the group limits and delegation of authority framework;
3.6.5.3	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;
---	---
3.6.5.4	Develop and recommend to the Board the long-term strategy and vision of the Company and its quantified expression by way of critical short-, and long-term performance and sustainability targets;
---	---
3.6.5.5	Develop and recommend to the Board the annual consolidated budget, including the Company’s capital expenditure programme, that support the Company’s long-term strategy and approach to sustainability;
---	---
3.6.5.6	Ensure that the Company and Group statutory and operating entities have effective management teams and management structures;
---	---
3.6.5.7	Ensure that appropriate Company and group policies are formulated and implemented and that effective internal Company and Group controls, legal compliance and governance measures are deployed;
---	---
3.6.5.8	Monitor and report to the Nomination and Governance Committee and the Board on the effectiveness of legal compliance controls, processes, systems and resource capacity;
---	---
3.6.5.9	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;
---	---
3.6.5.10	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;
---	---
3.6.5.11	Ensure adherence to the relevant industry best practices standards unless there are cogent reasons for not implementing such standards and best practices; and
---	---
3.6.5.12	Serve as chief spokesperson of the Company and the Group.
---	---
3.6.6	The CEO is appointed by the Board on recommendation of the Nomination and Governance Committee. The duration of his/her 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.
---	---
3.6.7	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/herself when conflicts arise, particularly when his/her performance and remuneration are discussed.
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13<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

3.7	The rights and duties of individual directors
3.7.1	The Board exercises its functions jointly and no non-executive director of the Company has any authority to severally perform any act on behalf of the Company or the Group unless specifically authorised or requested by 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^18^. 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	Directors have access to executive 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.
---	---
3.7.5	The Nomination and Governance Committee is required to consider and approve the induction and training programme of directors.
---	---
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/her to fulfil those duties. As gatekeeper of good governance, the Company Secretary maintains an arm’s 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;
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^18^See sections 76 and 77 Companies Act

14<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

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 Company’s 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 and assist in drafting annual work plans;
---	---
3.8.4.11	Prepare and circulate Board and Board committee papers and elicit responses, input, feedback for Board and Board committee meetings;
---	---
3.8.4.12	Ensure preparation and circulation of minutes of Board and committee meetings; and
---	---
3.8.4.13	Assist with the evaluation of the Board, committees and individual directors.
---	---
4.	GOVERNANCE FRAMEWORK
---	---
4.1	The CEO has been delegated by the Board with all executive decision-making authority, except to the extent expressly reserved by the Board for decision-making.
---	---
4.2	The CEO is supported by the Group Executive Committee (GEC) which is accountable to him/her, and subject to the authority of the CEO.
---	---
4.3	The Company and the Group’s Limits and Delegations 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.
---	---
4.4	The Company has several direct and indirect subsidiaries^19^and is operated, managed and supported through operating model entities within the portfolios of the GEC members.
---	---
4.5	Unless otherwise provided for in terms of a joint venture or similar agreement entered into with a third party, all operating model entities and subsidiaries are subject to Group policies which prescribe and monitor minimum Group requirements and best practice in respect of matters such as governance, internal controls, financial management, disclosure controls, risk management, legal compliance, safety, health and environmental management, internal audit,
---	---

^19^Refer to the Annual Financial Statements of the Company for a list of its significant operating entities

15<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

ethics and human rights management, human resource management, information management, stakeholder management and sustainability.

4.6	Group functions are operating model entities which support the businesses, systems, processes and capacity to ensure adherence by all subsidiaries and operating model entities to minimum Group requirements.
5.	DISCLOSURE AND CONFLICTS OF INTEREST
---	---
5.1	In terms of the Companies Act^20^and the MOI^21^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 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 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 interests which require specific action by the Board;
---	---
5.4.3	Categorise directors for governance purposes as executive directors, non-executive directors and independent non-executive directors and report any concerns in this regard to the Board.
---	---
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
---	---

^20^Section 75 of the Companies Act

^21^Clause 28 of the MOI

16<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

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.

5.6	As a general principle, no director shall co-invest with the Company or a Group Company in any project in which the Company or Group Company invests.
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 Company’s 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 Sasol’s risk policy that gives effect to its set direction on risk, ensuring that Sasol’s strategy takes account of the risks and opportunities Sasol may be exposed to. The Board also approves Sasol’s risk profile^22^and risk appetite and tolerance levels, ensuring that risks are managed within these levels and considers the risk environment based on materiality and changes in the external, transactional and internal environments.
---	---
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 Sasol’s Enterprise Risk Management Framework, risk policy and profile, within the ambit of each Committee’s scope. In monitoring and providing oversight on Sasol’s 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 Company’s policy on dealing in the Company’s securities, which is designed to prevent insider trading in terms of the Financial Markets Act, 2012.^23^
---	---
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 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 agreed with the Chairman of the Board, at least every two years. Every alternate
---	---

^22^Also referred to as the Sasol risk landscape

^23^Refer to https://www.sasol.com/investor-centre/corporate-governance/board-charter for Sasol’s policy on dealing in securities

17<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

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 Chairman’s 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.
---	---
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 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.
---	---

18<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

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.

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19<br><br>Sasol Limited Board Charter<br><br>Latest revision approved: 17 May 2024

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 Company's 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	In addition, the Committee is also responsible for leading the strategic direction of technology, Information Management (IM) and Digital development in a manner that supports the Group in achieving its strategic objectives and ensures the optimal return on technology investment, IM investment and Digital enablement. It supports the Board in overseeing that the control environment of information and technology is appropriately managed and that risks posed by pursuing or not advancing certain digital strategies are addressed.
---	---
1.5	The Committee assists the Board in overseeing the:
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1.5.1	quality and integrity of the Company’s 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;
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1.5.2	the qualification and independence of the external auditors for the Company and all Group companies;
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1.5.3	the scope and effectiveness of the external audit function for the Company and all Group companies;
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1.5.4	the effectiveness of the Group’s internal controls and internal audit function;
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1.5.5	the effectiveness of the Group’s financial risk management; and
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1.5.6	compliance with legal and regulatory requirements to the extent that it might have an impact on financial statements.
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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.
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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.
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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 Commission’s (SEC) definition of a “financial expert”.
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2.4	The Board shall appoint a Chairman of the Committee and determine the period for which he/ she shall hold office. The Chairman of the Board shall not be eligible to serve as a member of the Committee.
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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.
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2.6	The Company Secretary of Sasol Limited shall be the secretary of the Committee.
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3.	MANDATE
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3.1	Integrated reporting^1^
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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 Company’s 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.
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3.2	Financial statements and other matters
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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
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^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.”

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Company’s results or other 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;
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(c)	the basis on which the Company has been determined a going concern as well as solvency and liquidity;
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(d)	capital adequacy;
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(e)	any changes in accounting policies and practices;
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(f)	the appropriateness of major adjustments processed at year end;
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(g)	amendment of and compliance with the financial conditions of loan covenants; and
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(h)	tax and litigation matters;
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3.2.3	regarding the annual financial statements of major subsidiaries as defined by the JSE, delegates the review and approval of the annual financial statements of such subsidiaries to the Governance Committees and Boards of those companies. The annual financial statements of those subsidiaries must be reviewed by the Sasol Group Financial Controlling team and Group Company Secretarial Services prior to submission to the respective Governance Committees and Boards.
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3.2.4	will review the Sasol Limited and group consolidated annual budget (including the application of accounting principles and assumptions), as well as the status update of financial risk appetite and tolerance in relation to the budget, the Group Funding Plan, the Sasol Limited dividend policy and dividend declaration and the provision of financial assistance.
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3.2.5	will continuously monitor the solvency and liquidity of the Company and shall obtain adequate assurances from management about the solvency and liquidity of Group companies, making relevant recommendations to the Board.
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3.3	Financial market risk management and hedging matters
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The Committee:

3.3.1	approves Sasol’s financial market risk management (hedging) policy and any subsequent changes;
3.3.2	considers and reviews hedging status and approves proposed hedging mandates;
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3.3.3	approves deviations from the hedging policy (including but not limited to, hedging levels, hedging instruments, hedging periods, hedge cover ratios); and
3.3.4	monitors financial market risks and the execution of hedges.
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3.4	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:
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3.4.1	circulars and prospectuses;
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3.4.2	press releases on earnings;
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3.4.3	trading statements; and
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3.5	disclosure controls and procedures
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3.5.1	The Committee shall review with management, and any outside professionals as the Committee considers appropriate, the effectiveness of the Company’s disclosure controls and procedures.
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3.6	Sustainability reporting
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3.6.1	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.
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3.6.2	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 by the Safety, Social and Ethics Committee as incorporated into the integrated report or published on the Sasol website.
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3.6.3	The Committee shall consider recommendations by the Safety, Social and Ethics Committee that may have an impact on the financial statements.
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3.7	External audit and auditors
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The Committee will, with regard to all Group companies:

3.7.1	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 Company’s shares are listed;
3.7.2	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;
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3.7.3	pre-approve all permissible non-audit services in line with approved thresholds, to be provided by the external auditors;
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3.7.4	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;
3.7.5	approve the external auditor(s) engagement letter, the terms, nature and scope of the audit function and the audit fee;
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3.7.6	make suggestions on areas of emphasis that the audit should address;
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3.7.7	consider any accounting treatments, significant unusual transactions or accounting judgements, that could be contentious;
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3.7.8	consider the effects of significant ventures, investments or operations which are not subject to external audit;
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3.7.9	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;
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3.7.10	obtain assurance from the external auditor(s) that adequate accounting records are being maintained;
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3.7.11	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 auditor’s 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;
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3.7.12	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 a specific Group company, regardless of whether that person was a member of such a Company's audit team or not;
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3.7.13	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;
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3.7.14	consider the use of technology to improve audit coverage and efficiency;
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3.7.15	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
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3.7.16	liaise with and monitor the activities of any committee in the Group that performs the functions normally performed by an audit committee.
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3.8Internal control and assurance services2

3.8.1	An important role of the Committee will be to monitor the effective functioning of the Group’s 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 Group’s 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;
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(b)	reviewing the internal audit function’s compliance with the internal audit charter as approved by the Committee;
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(c)	quarterly assessing the report of internal audit on the effectiveness of the Group’s systems of internal control, including internal financial control and business risk management and maintaining effective internal control systems;
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(d)	considering the appointment, dismissal or re-assignment of the Chief Assurance Officer;
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(e)	assessing the performance of the Chief Assurance Officer;
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(f)	ensuring that the internal audit function is subject to an independent quality review, at least every four years or such other period deemed appropriate by the Audit Committee but not later than five years;
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(g)	ensuring that the internal audit plan is in accordance with the internal audit charter and that it is executed timely;
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(h)	reviewing the adequacy of corrective action taken in response to significant internal audit findings;
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(i)	reviewing significant matters reported by the internal audit function;
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(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;
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(k)	reviewing significant differences of opinion between management and the internal audit function;
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(l)	reporting on the maintenance of proper and adequate accounting records;
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(m)	reporting on the overall operational and financial reporting environment;
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(n)	reporting on the systems to safeguard the Company’s assets against unauthorised use or disposal;
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^2^	Assurance services is a collective term for Sasol’s internal audit and forensic services.

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(o)	requesting investigations into matters within its scope, for example, evaluations of the effectiveness of the Group’s 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.
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3.9	Digital and Information Management (IM) matters
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With respect to digital and IM matters, the Committee:

3.9.1	monitors and oversees Sasol’s Digital and IM strategies and technology solutions, in the context of the overall Sasol Group strategy, ensuring the integration of people, technologies, information and processes across the Group and the leveraging of information to sustain and enhance the Group’s intellectual capital;
3.9.2	ensures that Digital and IM policy is set that articulates and gives effect to its set direction and ensures ethical and responsible use of information technology and compliance with relevant laws;
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3.9.3	receives and considers reports on IM and Digital strategy and policy, status on IM material strategic initiatives, enterprise architecture, technology roadmap and cyber security; and
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3.9.4	obtains confirmation that there is adequate assurance and controls in relation to Digital and IM risks and that they are appropriate in design and effectiveness.
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3.10	Compliance of the Group with legal and regulatory requirements to the extent that it may have an impact on financial statements. The Committee shall:
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3.10.1	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;
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3.10.2	review with management:
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(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.
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3.11	Risk management and information technology
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3.11.1	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
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of the Safety, Social and Ethics Committee and any other Board committee insofar as they are relevant to the functions of the Committee.

3.11.2	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:
3.11.2.1	ensuring the effective monitoring of the allocated Group top risk themes, ie, risk themes allocated to the Committee;
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3.11.2.2	considering and reviewing management’s 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;
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3.11.2.3	considering management updates on action plans identified to remediate any key responses with significant or major deficiencies;
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3.11.2.4	considering management’s 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
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3.11.2.5	providing feedback through the Committee Chairman 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).
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3.11.3	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;
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3.12	Reviewing the adequacy of insurance coverage.
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3.13	Coordination of assurance activities:
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3.13.1	The Committee, shall ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities and will be supported by the GEC, which provides management oversight, assurance and alignment on Group-wide, high risk activities and the Disclosure Working Group, a sub- committee of the GEC, which ensures that the information publicly disclosed complies with requirements of the JSE, NYSE and SEC rules.
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3.14	The Committee will:
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3.14.1	ensure that the combined assurance received is appropriate to address all the significant risks facing the Company;
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3.14.2	ensure the independence of the external service providers appointed by the Company to provide assurance on internal audit or the integrated report; and
3.14.3	monitor the relationship between the external service providers and the Company.
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3.15	Finance function
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3.15.1	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.
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3.16	Performance assessment
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3.16.1	The Committee shall assess its and its members’ effectiveness at least once every two years.
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3.17	Reporting
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3.17.1	The Committee shall annually insert in the financial statements of the Company and where required, those of its South African subsidiaries, a report:
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(a)	describing how the Committee carried out its functions;
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(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;
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(c)	significant matters that the Committee has considered in relation to the annual financial statements and how these were addressed by the Committee; and
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(d)	commenting in any way the Committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the Company.
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3.17.2	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.
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3.18	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
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3.19	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.
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4.	MEETINGS AND PROCEEDINGS
4.1	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 Chief Assurance Officer 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.
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4.2	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.
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4.3	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 Chief Assurance Officer and the external auditor to make proposals as necessary.
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4.4	The quorum of the Committee shall be a majority of independent members present. A decision shall be deemed as passed by the Committee if a majority vote on the matter for decision is passed by the members present at the Committee.
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4.5	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.
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4.6	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.
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4.7	The Chief Financial Officer, Chief Risk Officer, senior audit partner in charge of the external audit and Chief Assurance Officer shall be in attendance at meetings of the Committee as required 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.
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4.8	The Chairman, in his discretion, may invite other executives to attend and to be heard at meetings of the Committee.
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4.9	No attendee shall have a vote at meetings of the Committee.
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4.10	The minutes of all meetings of the Committee, or summaries thereof, shall be made available to directors of the Company 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 Committee’s findings and recommendations.
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4.11	Unless varied by these Terms of Reference, meetings and proceedings of the Committee will be governed by the Company’s MOI regulating the meetings and proceedings of directors and committees.
4.12	The Committee Secretary shall take minutes of meetings. These minutes shall be reviewed and approved by the members of the Committee.
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5.	AUTHORITY OF THE COMMITTEE AND RESOURCES AVAILABLE
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5.1	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.
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5.2	The Committee, in carrying out its tasks under these Terms of Reference:
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5.2.1	is authorised to investigate any activity within its Terms of Reference;
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5.2.2	may, at the discretion of the Committee, require other employees of the Company to attend meetings or parts of meetings;
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5.2.3	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;
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5.2.4	shall at least quarterly meet separately with the external and internal auditors without any executive member of the Board in attendance; and
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5.2.5	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.
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6.	LIMITED LIABILITY
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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.
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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.
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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.
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7.2	The Board will ensure that the Committee will have access to professional advice both internal and external to the Group in order for it to perform its duties.
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8.	REVIEW
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These Terms of Reference shall be reviewed every second year and may be amended as and when required by the Board.

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APPENDIX 1

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;
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(b)	to determine the fees to be paid to the auditor and the auditor’s terms of engagement;
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(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;
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(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;
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(e)	to pre-approve any proposed agreement with the auditor for the provision of non-audit services to the company;
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(f)	to prepare a report, to be included in the Annual Financial Statements for that financial year—
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(i)	describing how the audit committee carried out its functions;
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(ii)	stating whether the audit committee is satisfied that the auditor was independent of the company; and
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(iii)	commenting in any way the committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the company;
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(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—
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(i)	the accounting practices and internal audit of the company;
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(ii)	the content or auditing of the company’s financial statements;
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(iii)	the internal financial controls of the company; or
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(iv)	any related matter;
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(h)	to make submissions to the Board on any matter concerning the company’s accounting policies, financial control, records and reporting; and
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(i)	to perform such other oversight functions as may be determined by the Board.
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SASOL LIMITED

(the Company)

REMUNERATION COMMITTEE

TERMS OF REFERENCE

1.	PURPOSE AND OBJECTIVE

The Remuneration Committee (the Committee) has been appointed by the Sasol Limited Board of Directors (the Board) as a committee of the Board to –

1.1	act as Remuneration Committee of Sasol Limited and all its direct and indirect wholly-owned subsidiaries and all other subsidiaries and joint ventures (the Group) in respect of which Sasol Limited has the right, or power, to fulfill the functions as Remuneration Committee in terms of prevailing regulatory requirements;
1.2	assist 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; and
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1.3	provide a channel of communication between the Board and management on remuneration matters.
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In conducting its business, the Committee will ensure that its governance is in line with the Company’s principles of ethical behaviour and fairness.

2	CONSTITUTION AND MEMBERSHIP
2.1	The Committee shall comprise no less than three members, and all members shall at all times be independent non-executive directors.
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2.2	The Chairman of the Board is not eligible to be appointed as Chairman, and may not serve as member of the Committee, but may attend any meeting as invitee.
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2.3	The Committee shall appoint the Committee Secretary.
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3	MANDATE
3.1	The key decision rights^1^ of the Committee are to:
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3.1.1	approve Group material^2^ human resources policies with a remuneration impact;
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3.1.2	approve the principles for the mix between guaranteed and variable components of remuneration for all levels of employees;
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3.1.3	approve mandates for annual salary adjustments in the Group;
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3.1.4	approve the benchmarking methodology adopted in the Group for the setting of base salaries and incentive target amounts;
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3.1.5	approve all retention schemes, with or without corporate performance targets;
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3.1.6	annually review the list of participants in the Sasol retention scheme as approved within the parameters of the Retention policy;
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3.1.7	review standard conditions of service and benefits offered to employees, for example: leave, housing, motor vehicles and others;
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3.1.8	approve proposals on short- and long-term incentive schemes including all bonus plans (design principles, target setting and allocation principles) and make recommendations to the Board for approval by the shareholders;
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3.1.9	consider the living wage for locations where Sasol has large operations, confirming that the Company pays at least a living wage in all countries of operation^3^;
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3.1.10	consider the distribution of annual rewards to Senior Vice Presidents confirming that there is no unfair discrimination in the Company’s reward practices;
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3.1.11	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 and group performance and reward outcomes recommended to the Board;
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3.1.12	review and approve corporate goals and objectives relevant to the remuneration of the CEO, consider the performance evaluation of the CEO as conducted by the Chairman and recommend the reward outcomes of the CEO based on this evaluation;
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^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^ As per core conventions of the International Labour Organisation.

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3.1.13	review and approve the terms and conditions of executive directors’ and EVPs’ service agreements;
3.1.14	approve the fair value of long-term incentive grants offered to participants of the company’s employee share scheme by role category (excluding the company secretary, executive directors and the CEO);
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3.1.15	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;
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3.1.16	recommend non-executive directors’ remuneration to the Board for approval by shareholders, considering input from external remuneration specialists and management;
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3.1.17	ensure that the annual remuneration report, which includes a background statement, the Group’s remuneration policy and an implementation report forms part of the annual Integrated Report^4^, provides sufficient level of disclosure as required in terms of the King Report on Corporate Governance for South Africa 2016 (King IV™) and approve the remuneration policy and remuneration report annually;
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3.1.18	consider the health of in-house pension funds, provident funds, medical aid, and other similar schemes;
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3.1.19	obtain assurance in respect of the internal and disclosure controls over reporting on matters for which the Committee has responsibility; and
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3.1.20	assess the performance of the Committee and its members at least once every two years.
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3.2	The Committee will apply the following principles in exercising its mandate:
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3.2.1	ensure that there is alignment between individual performance and rewards;
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3.2.2	co-ordinate its activities with the Chairman of the Board and the CEO;
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3.2.3	the broad framework and cost of executive remuneration should be a matter for the Board on advice of the Committee and in line with the remuneration policy approved by the Committee; and
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^4^ 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.”

ToR: Remuneration Committee

Latest revision approved:17 May 2024

3.2.4	liaise with the Board in relation to the preparation of the Committee’s remuneration report and referral thereof to shareholders as may be required by the law or any applicable regulatory requirements.
3.3	Risk management
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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:

3.3.1	ensuring the effective monitoring of the allocated Group top risk themes allocated to the Committee;
3.3.2	considering and reviewing management’s 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, as well as considering management updates on actions plans identified to remediate any key response with significant or major deficiencies;
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3.3.3	considering management’s 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;
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3.3.4	considering management’s feedback on any risks that have the potential to breach approved financial risk appetite and tolerance levels, as relevant and appropriate; and
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3.3.5	providing feedback through the Committee Chairman to the Board on any material risk related matters, specifically the key responses on 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).
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4	MEETINGS AND PROCEEDINGS
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4.1	Meetings of the Committee will be held as the Committee deems necessary, provided that the Committee will meet at least four times each year. Meetings should be organised 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;
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4.2	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;
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ToR: Remuneration Committee

Latest revision approved:17 May 2024

4.3	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;
4.4	The quorum for meetings of the Committee shall be a majority of independent directors present for that particular decision. A decision shall be deemed as passed if a majority vote on the matter is passed by the members present at a meeting;
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4.5	A decision that could be voted on at a meeting of the Committee may instead be adopted by written resolution by a quorum of members, 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;
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4.6	Where decisions are required by way of written resolution, a quorum shall constitute a majority of independent directors, one of whom shall be the Committee’s Chairman;
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4.7	The Committee shall 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 EVPs and to make proposals as necessary;
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4.8	The Chairman (or in his/her 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 Committee’s remuneration report;
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4.9	the Chairman of the Committee shall meet with shareholders from time to time, as required, to obtain input from them on the remuneration policy and its implementation report;
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4.10	Unless varied by these Terms of Reference, the Company’s Memorandum of Incorporation (MOI) regulating the meetings and proceedings of directors and committees, will govern meetings and proceedings of the Committee;
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4.11	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 Chairman, obtain copies of the Committee’s minutes; and
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4.12	No Committee attendee shall participate in any discussion or decision in respect of their own individual remuneration.
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6.	LIMITED LIABILITY
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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
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ToR: Remuneration Committee

Latest revision approved:17 May 2024

responsibilities, and they must continue to exercise due care, skill and judgment, in accordance with their legal and statutory obligations; and

6.2	Subject to the provisions above 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
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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, in consultation with the Group Company Secretary;
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7.2	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
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7.3	The Committee will review these terms of reference every second year and make recommendations with respect to amendments, if any, to the Nomination and Governance Committee for recommendation to the Sasol Limited Board for approval.
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ToR: Remuneration Committee

Latest revision approved:17 May 2024