Results of the annual general meeting of Sasol held on 25 November 2016
Sasol Limited
(Incorporated in the Republic of South Africa)
(Registration number 1979/003231/06)
Sasol Ordinary Share codes: JSE : SOL NYSE : SSL
Sasol Ordinary ISIN codes: ZAE000006896 US8038663006
Sasol BEE Ordinary Share code: JSE : SOLBE1
Sasol BEE Ordinary ISIN code: ZAE000151817
(“Sasol” or “the Company”)
Results of the annual general meeting of Sasol held on 25 November 2016
Sasol shareholders are advised that the results of the business conducted at
the annual general meeting held on Friday, 25 November 2016 at the Hyatt
Regency Hotel, 191 Oxford Road, Rosebank, Johannesburg, South Africa are as
follows:
- As at 18 November 2016, being the Voting Record Date, the total number of
Sasol’s shares in issue is 670 965 276.
- As at the Voting Record, the total number of Sasol’s shares in issue
excluding 8 809 886 treasury shares, being those ordinary shares which
are not entitled to vote at the annual general meeting, is 662 155
390(“Total Votable Shares”).
- The total number of shares in the share capital of Sasol voted in person
or by proxy was 545 472 960, being 81% of Sasol’s issued share capital
and 82% of the Total Votable Shares.
1. The audited annual financial statements of the Company and of the Sasol
group, including the reports of the directors, external auditors, audit
committee and the nomination, governance, social and ethics committee for
the financial year ended 30 June 2016 were presented.
2. Mr C Beggs, Mr H G Dijkgraaf, Mr M J N Njeke, Mr B Nqwababa and Mr P J
Robertson retired by rotation at the meeting in terms of clause 22.2.1 of
the Company’s Memorandum of Incorporation (“Sasol’s MOI”) and were re-
elected individually for a further term of office:
Total shares voted Shares
abstained
Directors For (%) Against (%) Number %(1) %(1)
C Beggs 99,96 0,04 545 052 360 81,23 0,06
H G Dijkgraaf 99,94 0,06 545 052 461 81,23 0,06
M J N Njeke 98,38 1,62 545 051 961 81,23 0,06
B Nqwababa 99,96 0,04 545 051 803 81,23 0,06
P J Robertson 99,97 0,03 545 053 264 81,23 0,06
3. Mr S R Cornell, Mr M J Cuambe and Mr P Victor were appointed by the Sasol
board of directors (“Board”) in terms of clause 22.4.1 of Sasol’s MOI
during the course of the year, they retired at the annual general meeting
and were elected for a further term:
Total shares voted Shares
abstained
Directors For (%) Against (%) Number %(1) %(1)
S R Cornell 99,96 0,04 545 058 824 81,24 0,06
M J Cuambe 99,96 0,04 545 059 952 81,24 0,06
P Victor 99,96 0,04 545 058 729 81,24 0,06
4. PricewaterhouseCoopers Incorporated was automatically re-appointed as the
independent auditor of the Company until the next annual general meeting in
terms of section 90(6) of the Companies Act, 2008 (“the Act”) and it was
noted that Mr Pieter Hough would be the individual registered auditor who
would undertake the audit of the Company for the financial year ending
30 June 2017.
5. The members of the audit committee, Mr C Beggs, Ms N N A Matyumza, Ms I N
Mkhize, Mr M J N Njeke and Mr S Westwell were elected individually for the
financial year ending 30 June 2017 in terms of sections 94(4) and 94(5) of
the Act, read with Regulation 42 of the Companies Regulations, 2011:
Total shares voted Shares
abstained
Directors For (%) Against (%) Number %(1) %(1)
C Beggs 99,45 0,55 545 059 750 81,24 0,06
N N A Matyumza 99,96 0,04 545 060 617 81,24 0,06
I N Mkhize 99,07 0,93 542 433 992 80,84 0,06
M J N Njeke 98,57 1,43 545 058 974 81,24 0,06
S Westwell 99,63 0,37 545 060 642 81,24 0,06
6. Advisory endorsement on the Company’s remuneration policy for the year
ending 30 June 2017 was obtained:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
90,93 9,07 544 323 369 81,13 0,17
7. Special resolution number 1 approving the adoption of a share incentive
scheme for the benefit of employees of the Sasol group, the Sasol Long-Term
Incentive Plan, was approved:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
96,02 3,98 519 682 006 77,45 0,09
8. Special resolution number 2 to place 32 500 000 Sasol ordinary shares under
the control of the directors and to authorise the directors to issue such
number of Sasol ordinary shares under the rules of the Sasol Long-Term
Incentive Plan was approved:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
95,19 4,81 519 700 421 77,46 0,08
9. Special Resolution number 3 approving the remuneration payable by the
Company to non-executive directors of the Company for their services as
directors with effect from 1 July 2016, was approved:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
95,48 4,52 544 771 665 81,19 0,10
10. Special Resolution number 4 to authorise the Board, subject to compliance
with the requirements of Sasol’s MOI, section 44 and 45 of the Act and the
JSE Limited Listings Requirements (“Listings Requirements”), to approve the
granting of financial assistance to any person approved by the Board (or
any person or persons to whom the Board has delegated the power to approve
recipients of the financial assistance), including participants as defined
in the Rules of the Sasol Long-Term Incentive Plan and direct or indirect
financial assistance to related companies or their directors and prescribed
officers for any purpose in the normal course of business of the Sasol
group or in relation to existing black economic empowerment transactions,
and to a director or prescribed officer of the Company or of a related
company under the rules of the Sasol Long-Term Incentive Plan, at any time
during a period of two years following the date on which this resolution
was passed, was approved:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
96,64 3,36 545 020 556 81,23 0,07
11. Special Resolution number 5 approving the introduction of a new fraction
entitlement principle, which will result in all allocations of securities
being rounded down to the nearest whole number and a cash payment to be
paid for the fraction at beneficial owner level, was approved:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
99,99 0,01 545 009 951 81,23 0,07
12. Special Resolution number 6 approving that the term of non-executive
directors who are elected by shareholders for the first time after 25
November 2016, be limited to nine years, with the option for the Board to
renew this term for one year at a time up to a maximum of 12 years, was
approved:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
99,85 0,15 545 012 118 81,23 0,07
13. Special Resolution number 7 approving the deletion of clause 23.1.12 of the
MOI of the Company in its entirety and thereby removing the retirement age
of 70 years for directors, was approved:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
99,18 0,82 545 018 011 81,23 0,07
14. Special Resolution number 8 authorising the Board to approve the
acquisition of the Company’s ordinary shares by the Company or by any of
its subsidiaries, by way of a general repurchase, up to and including the
date of the next annual general meeting of the Company, was approved:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
96,53 3,47 519 509 754 77,43 0,11
15. Special Resolution number 9 authorising the Board to approve the
inadvertent acquisition by the Company of its shares from a director and/or
a prescribed officer, and/or a person related to any of them when a general
repurchase by the Company of the Company’s shares takes place in accordance
with this resolution, was approved:
Total shares voted Shares
abstained
For (%) Against (%) Number %(1) %(1)
99,58 0,42 516 837 238 77,03 0,12
Notes:
(1) Expressed as a percentage of 670 965 276 Sasol shares in issue as at the
Voting Record Date of 18 November 2016.
25 November 2016
Johannesburg
Sponsor: Deutsche Securities (SA) Proprietary Limited
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